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09-041334 Relatorio INGLES Vol 2 - BCP KOMORI 4 - Millennium bcp

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2008<br />

Annual Report<br />

<strong>Vol</strong>ume 1I


2008<br />

Annual Report<br />

<strong>Vol</strong>ume I I


2 Annual Report <strong>Vol</strong>ume II Contents<br />

Contents<br />

4<br />

28<br />

32<br />

36<br />

38<br />

141<br />

228<br />

230<br />

232<br />

234<br />

236<br />

240<br />

254<br />

259<br />

284<br />

294<br />

<strong>Vol</strong>ume II<br />

Report of the Supervisory Board 2008<br />

Opinion of the Supervisory Board<br />

Annual Report of the Audit and Risk<br />

Committee, which includes<br />

the Statement of Compliance<br />

2008 Financial Statements<br />

Consolidated Financial Statements<br />

– Banco Comercial Português<br />

Consolidated Financial Statements<br />

– Banco Comercial Português, S.A.<br />

Declaration of Compliance<br />

External Auditors’ Report<br />

Legal Certification and Auditors’ Report<br />

of Consolidation Accounts<br />

Report on the Audit work carried out<br />

Corporate Governance Report<br />

Chapter 0 – Compliance Statement<br />

Chapter 1 – General Meeting<br />

Chapter II – Management<br />

and Supervisory Bodies<br />

Chapter III – Information<br />

Annexes to the Corporate<br />

Governance Report<br />

Banco Comercial Português, S.A.


Annual Report <strong>Vol</strong>ume II Contents 3


4 Annual Report <strong>Vol</strong>ume II Report of the Supervisory Board 2008<br />

Report of the Supervisory<br />

Board 2008


Annual Report <strong>Vol</strong>ume II Report of the Supervisory Board 2008 5


6 Annual Report <strong>Vol</strong>ume II Statement by the Chairman of the Supervisory Board


Annual Report <strong>Vol</strong>ume II Statement by the Chairman of the Supervisory Board 7<br />

Statement by the Chairman<br />

of the Supervisory Board<br />

Dear Shareholder,<br />

In the reporting year, the Supervisory Board devoted great effort to the changes that<br />

have occurred both in the Bank’s business and governance, in the banking system and in<br />

the international financial markets. The Board managed to best assist the company in<br />

the face of relevant corporate events as the designation of a new Executive Board, the<br />

execution of a rights issue and the set up of the consultation and selection process of the<br />

Statutory Auditor and External Auditors, among other corporate governance changes.<br />

Furthermore, the Board advised and assisted the Executive Board in assessing the Group’s<br />

strategic priorities in the face of the adverse market conditions seen in international<br />

markets. Although uncertainty remains around the volatility of international markets and<br />

the unfavourable economic development, the Bank has been showing strong resilience,<br />

namely in regard with the business franchise and capital and liquidity risk management.<br />

Also, in 2008 the Supervisory Board completed its first mandate since its inception in<br />

2006, when the segregation of executive and supervisory duties became effective. Such<br />

segregation between specialised corporate bodies allowed the company to overcome the<br />

challenges of the difficult years and to maintain the stability of the company, a critical<br />

condition to preserve the market’s and customers’ confidence.<br />

At the end of a challenging year, I would like to take this opportunity to thank the Executive<br />

Board and all the Group Employees, spread across the world, for their hard work and<br />

commitment towards the development of the business.<br />

Gijsbert J. Swalef<br />

The Chairman of the Supervisory<br />

Board<br />

February 20<strong>09</strong>


8 Annual Report <strong>Vol</strong>ume II Report of the Supervisory Board


Annual Report <strong>Vol</strong>ume II Report of the Supervisory Board 9<br />

Report of the Supervisory<br />

Board<br />

Supervision of the Company and Advisory, Follow-up and Assessment of<br />

the management of the Company performed by the Executive Board<br />

The corporate governance model approved by the General Meeting of Shareholders held in<br />

March 13 th 2006 crystallised the segregation of duties between the executive management and<br />

the supervision in Banco Comercial Português, in line with best international practices. The<br />

two-tier governance model granted the executive management to the Executive Board (EB) and<br />

the internal supervision to the Supervisory Board (SB).<br />

The Terms of Reference of the SB regulate its functioning. Article 3 of the Terms of Reference,<br />

in accordance with the Companies Code and the Bank’s Articles of Association, defines the<br />

duties of the SB. This corporate body has the duty to follow-up, monitor, supervise and<br />

advise the EB and to deliberate on, among other matters, the review of and opinion on the<br />

annual management report and financial statements, the risk management system, internal<br />

control, internal audit and the independence of the Statutory Auditor and External<br />

Auditors.<br />

The grant of powers to <strong>BCP</strong>’s SB complies with the most recent corporate governance<br />

recommendations issued by the CMVM (dated of September 2007), including the<br />

recommendation II.4, which states “The supervisory board, beyond the fulfilment of the<br />

monitoring duties to which it is entitled, should take a role of advisory, follow-up and continuous<br />

assessment of the company’s management that is performed by the EB. The SB should deliberate<br />

on the following matters, among others: i) the definition of the company’s strategy and general<br />

policies; ii) the group’s corporate structure; and iii) the decisions that should be considered<br />

strategic due to their amount, risk or special characteristics.”<br />

In the reporting year several relevant events took place at the Bank both on governance and<br />

strategic issues, and on which the SB, through the exercise of its duties, provided all its support.<br />

In 2008, with the designation of a new EB, on January 15 th 2008, the SB supported the company<br />

ensuring the maintenance of the proper relationship among the corporate bodies during the<br />

transition. The SB supported and advised the new EB in the important decisions that immediately<br />

followed, namely the closing of accounts of the previous fiscal year and the decision to increase<br />

the share capital, promoted the consultation and the selection process of the external auditor<br />

and proposed to the General Meeting, the election and the designation of the Statutory Auditor<br />

and External Auditor. The SB also supported and advised the EB in the implementation of internal<br />

measures and of organisational changes.<br />

With regard to the remuneration and welfare of the EB, the SB, through the specific duty that<br />

was granted to it in 2008, concluded the definition of the remuneration policy, thus ensuring for<br />

the new EB the incentives framework to perform its mandate. The defined policy, which was<br />

presented to the Annual General Meeting, resulted from a process that was developed in<br />

accordance with the best international practices.<br />

In a year marked by adverse conditions in the world’s financial markets and economies, as well<br />

as by internal difficulties in the life of the Bank, such adversities did not prevent the business from


10 Annual Report <strong>Vol</strong>ume II Report of the Supervisory Board<br />

developing and the executive and supervisory functions of the Bank corporate bodies from<br />

properly performing. The SB dedicated particular effort towards advice and support for the EB<br />

in driving the strategy of the Group, namely by following-up the definition of the strategic priorities<br />

in the face of the current environment, the evolution of the Bank’s profitability, the liquidity risk<br />

management and the functioning of the internal control systems. In addition, in a meeting<br />

specifically convened for that purpose, the SB analysed and discussed, together with the EB, the<br />

strategic guidelines and the Group’s budget for 20<strong>09</strong>.<br />

The work of the SB Specialised Committees contributed largely to the exercise of the SB duties;<br />

the Audit and Risk Committee focusing namely on the financial information, on the management<br />

report and financial statements, on the risk management and control and on monitoring the<br />

independence of and supervising the activity of the external auditors; the Nomination and<br />

Remunerations Committee analysing nominations proposals for internal structures and Group<br />

subsidiaries and coordinating the definition process of the EB remuneration policy; and the<br />

Corporate Governance Committee analysing governance issues and the Corporate Governance<br />

Report.<br />

In addition to the issues referred to, and because its first three-year mandate ended in 2008, the<br />

SB analysed international practices regarding the composition of supervisory bodies in the<br />

financial sector and assessed the requirements for the functioning of the corporate organs.<br />

Namely, the SB performed a self-assessment of its activity and functionality as a specialised<br />

supervisory body. These results were positive, indicating that very relevant experience was<br />

generated aiming at the effectiveness of the exercise of internal supervision, and also listening to<br />

its members concerning the performance of supervisory functions in the future.<br />

From the activity performed in 2008, as well as during its first mandate, the SB concludes that,<br />

faced with the adverse markets environment, the Bank has showed strong resilience, namely in<br />

respect to the business franchise and the capital and liquidity risk management.<br />

The SB also concluded that the current two-tier governance model, which defines the<br />

separation of powers between specialised corporate bodies, has proved to be an adequate<br />

form of corporate organisation of the company’s activity – an essential condition for preserving<br />

the market confidence, in the face of relevant developments in terms of corporate governance<br />

and of adverse conditions seen in the international financial markets and in the world economic<br />

development.<br />

The SB concluded that the SB’s commitment and liaison with the remaining corporate bodies<br />

have promoted superior levels of quality in governance practices, allowing the optimisation of the<br />

virtues of the governance model. In the course of its supervisory activity in 2008, the SB benefited<br />

from the necessary means to perform its activities and faced no constraints.<br />

The SB expresses the sound institutional and functional relationship verified among the various<br />

corporate bodies of the Bank and this relationship allowed for the effective way the SB<br />

performed its duties.


Annual Report <strong>Vol</strong>ume II Report of the Supervisory Board 11<br />

Major developments<br />

In 2008, special emphasis were given to the following events related to the works of the SB:<br />

• Election of members of corporate bodies:<br />

• New members for the SB;<br />

• New members for the Senior Board;<br />

• New mandate and composition of the EB;<br />

• New mandate and composition of the General Meeting Board;<br />

• New mandate and composition of the Remunerations and Welfare Board;<br />

• Election of the Statutory Auditor and designation of the External Auditor.<br />

• Share capital increase;<br />

• Consultation and Selection process of the Statutory Auditor and External Auditor;<br />

• Amendments to the Articles of Association, approved in the General Meeting in regard with<br />

voting rights limitation at the General Meeting of Shareholders and with the statutory limit of<br />

the EB variable remuneration;<br />

• Remuneration and welfare of the EB;<br />

• Follow-up of the administrative, judicial and mediation proceedings underway;<br />

• Monitoring the requirements for independence of the SB members;<br />

• Follow-up of the liquidity management;<br />

• Assessment of the Group’s Internal Control System.<br />

Election of members of corporate bodies<br />

In January 15 th 2008 a General Meeting of Shareholders was held, specifically convened for the<br />

election of corporate bodies.<br />

In order to fill vacancies opened in the period 2006/2008, the following people were elected as<br />

members of the SB: as effective members, Mr. António Luís Guerra Nunes Mexia and Mr. Manuel<br />

Domingos Vicente, and, as alternate member, Mr. Ângelo Ludgero da Silva Marques.<br />

The General Meeting of Shareholders also ratified the cooptation, to the Senior Board, of Mr. Luís<br />

Neiva dos Santos, Mr. Manuel Domingos Vicente and Mr. Maarten W. Dijkshoorn (who renounced<br />

his position on January 20<strong>09</strong>).<br />

The General Meeting also elected a new EB for the period 2008/2010, with the following<br />

composition: Chairman – Mr. Carlos Jorge Ramalho Santos Ferreira, Vice Chairmen – Mr. Armando<br />

António Martins Vara and Mr. Paulo José de Ribeiro Moita Macedo, Members – Mr. Luís Maria<br />

França de Castro Pereira Coutinho, Mr. Nelson Ricardo Bessa Machado, Mr. Vítor Manuel Lopes<br />

Fernandes and Mr. José João Guilherme.<br />

A new composition of the General Meeting Board for the period 2008/2010 was approved,<br />

including Mr. António Manuel da Rocha e Menezes Cordeiro, as Chairman, and Mr. Manuel<br />

António de Castro Portugal Carneiro da Frada, as Vice Chairman.


12 Annual Report <strong>Vol</strong>ume II Report of the Supervisory Board<br />

Share capital increase<br />

Among the issues that deserved a special attention from the SB, it is worth highlighting the share<br />

capital increase from 3,611,329,567 euros to 4,694,600,000 euros, realised in the first half of 2008.<br />

The share capital increase from 1,083,270,433 shares at an issuing price of 1.2 euros corresponding<br />

to a total 1,299,924,520 euros of proceeds and was held through a rights issue operation.<br />

Notwithstanding the strong volatility level that already had been seen at the time, the rights issue<br />

was successfully completed, with demand representing 2.2 times as much as the supply. The new<br />

shares began listing in May 6 th 2008.<br />

According to the number 1 of the article 6 of its Articles of Association the SB must issue a<br />

prior opinion on the capital increase deliberated by the EB, which the SB did and subsequently<br />

followed-up the rights issue process, having analysed the operation conditions in its meetings of<br />

February 18 th and April 21 st and the operation results in the SB meeting of May 12 th 2008.<br />

Consultation and Selection process of the Statutory Auditor and External<br />

Auditor<br />

Under the terms foreseen in the Companies Code and in the Articles of Association of Banco<br />

Comercial Português, S.A., it is a duty of the SB to propose to the General Meeting of<br />

Shareholders, based in the opinion of the Audit and Risk Committee, the appointment of a<br />

statutory auditor of the Bank. In addition, the Bank’s Articles of Association foresees that the<br />

SB has the duty to propose to the General Meeting of Shareholders the appointment of the<br />

External Auditor.<br />

Accordingly, and under the coordination of the Audit and Risk Committee, the SB specialised<br />

committee for financial matters, the consultation and selection process of the Statutory Auditor<br />

and External Auditor for the period 2008/2010 was performed, for the SB to formulate a<br />

proposal to be presented to the Annual General Meeting for the election and appointment of<br />

the Statutory Auditor and External Auditor respectively.<br />

In May 27 th 2008, the Annual General Meeting of Shareholders was held. The General Meeting<br />

deliberated to approve a shareholders proposal comprising the election of the Remunerations<br />

and Welfare Board for the period 2008/2010, with the following composition: Chairman – Mr. José<br />

Manuel Rodrigues Berardo, Members – Mr. Luís de Melo Champalimaud and Mr. Manuel Pinto<br />

Barbosa.<br />

The Annual General Meeting of Shareholders also approved the proposals presented by the<br />

corporate bodies, namely the proposal for designation of the External Auditor as well as the<br />

proposal for election of the Statutory Auditor and its alternate. Mr. Vítor Manuel da Cunha<br />

Ribeirinho (Statutory Auditor n.º 1081) and Ms. Ana Cristina Soares Valente Dourado<br />

(Statutory Auditor n.º 1011), both partners of KPMG & Associados – SROC, S.A. (n.º 189),<br />

were elected as Statutory Auditor and Alternate Statutory Auditor respectively. The audit firm<br />

KPMG & Associados, SROC, S.A. was designated as External Auditor.


Annual Report <strong>Vol</strong>ume II Report of the Supervisory Board 13<br />

Remuneration and welfare of the Executive Board<br />

The SB, after consulting the EB and the Senior Board, deliberated to formulate proposals to be submitted<br />

to the Annual General Meeting of the Bank, comprising the election of the effective and alternate<br />

Statutory Auditor and the designation of the External Auditor, for the period 2008/2010. The General<br />

Meeting of Shareholders, held on May 27 th 2008, subsequently approved those proposals in the terms<br />

mentioned above.<br />

In addition, and with the purpose of preserving the best practices, the SB deliberated to adopt the<br />

principle of realising a consultation process on a periodic basis, in similar terms of the<br />

abovementioned, for the appointment of both the Statutory Auditor and External Auditor.<br />

Amendments to the Articles of Association<br />

On April 21 st 2008, the SB, in accordance with article 429 of the Companies Code and article<br />

13 (1) of the Bank’s Articles of Association, deliberated to undertake the power to set forth the<br />

remuneration of the EB, appointing for that purpose the Nomination Committee, which was<br />

renamed as Nomination and Remunerations Committee.<br />

According to the SB Terms of Reference, to which changes were approved in May 12 th 2008, the<br />

Nomination and Remuneration Committee, on top of the duties of assisting and advising the SB<br />

in nomination issues – as those related with the definition of the profile of duties and composition<br />

of the internal structures and bodies, the issuing of opinions to the SB about lists of members to<br />

the corporate bodies of the Bank and subsidiary companies and the preparation and proposal<br />

of the annual vote of confidence given to members of executive and supervisory bodies – took<br />

on duties comprising the following matters, among others:<br />

• To define the remuneration policy, its components and limits, of the EB members;<br />

• To define the welfare policy, in its several components, namely illness, retirement and disability,<br />

of the EB members;<br />

The 2008 Annual General Meeting approved two proposals comprising the amendment of the<br />

Bank’s Articles of Association.<br />

The first proposal, submitted by the SB, comprised the elimination of the voting rights limit that<br />

referred to the percentage of share capital present at each General Meeting of Shareholders, thus<br />

proposing the elimination of the number 12 of article 16, transcribed below:<br />

“Article 16<br />

(...)<br />

12 – In the event that the whole of the share capital is not present at the meeting, the percentage of<br />

votes referred to in paragraph 10 of this article shall refer to the total number of votes present.<br />

(...)”<br />

The second proposal, submitted by shareholders, comprised the reduction of the limit imposed<br />

to the EB variable remuneration in terms of percentage of the company’s net profit, proposing<br />

the amendment of the number 2 of article 13 of the Bank’s Articles of Association so that the<br />

term “10% of profits” is replaced by “2% of profits”. This change had been included in the<br />

Compensation Model of the EB that was set up by the SB, through the Nomination and<br />

Remunerations Committee, and presented before the General Meeting.


14 Annual Report <strong>Vol</strong>ume II Report of the Supervisory Board<br />

• Under the defined policies, to individually agree with each EB member, the respective<br />

remuneration and welfare package, as well as the remuneration conditions that apply in case<br />

of future cease of the respective contracts<br />

• Based in the Group’s Vision, Mission and short and long-term goals, to agree with the EB in the<br />

relevant criteria for the performance evaluation in view of the EB members remuneration;<br />

• To follow-up the evolution of the established performance criteria;<br />

• To prepare and propose to the SB, in order to include in the declaration to submit to the<br />

Annual General Meeting, a presentation on the remuneration and welfare policy of the EB<br />

members, at least in the years in which such policy be established or changed.<br />

In the first half of 2008, the SB, supported by the activity of the Nomination and Remunerations<br />

Committee, defined the fixed remuneration of the EB members and the general principles<br />

concerning the remuneration policy of the EB, having submitted to the Annual General Meeting,<br />

on a consultation basis, the respective Remuneration Policy of the EB and the Retirement Plan<br />

of the EB members. Already in the second half of 2008, the SB approved proposals of the<br />

Nomination and Remunerations Committee in regard with the Compensation Model of the EB,<br />

comprising suggestions to improve the variable remuneration policy and the retirement plan of<br />

the EB members of Banco Comercial Português. The EB remuneration policy will again be<br />

submitted to shareholders at the 20<strong>09</strong> Annual General Meeting.<br />

Following up the Administrative, judicial and mediation proceedings<br />

underway<br />

At the end of the fiscal year of 2007 and during the fiscal year of 2008 the group companies were<br />

subject to judicial actions and also the Supervisory Authorities (Bank of Portugal – the Portuguese<br />

Central Bank, CMVM – the Portuguese Securities Market Commission, and ISP – the Portuguese<br />

Insurance and Pension Fund Supervisory Authority) took legal actions against the Bank and other<br />

Group companies, for administrative offences related with the following matters:<br />

• Alleged provision of incomplete information, relatively to entities owned and/or attended by<br />

relatives of a member(s) of the Board (s) and management of the Group’s companies, in<br />

violation of the Article 85.º and 211.º paragraph r), of the Credit Institutions and Financial<br />

Companies Legal Framework;<br />

• Alleged violations of prudential and accounting rules, on the quality of information relating to<br />

the situation of several entities based in offshore jurisdictions;<br />

• Alleged breaches of the rules regarding deadlines for redemption of participation units in<br />

investment funds without records;<br />

• Alleged excessive financial intermediation, in violation of the rules on conflicts of interests,<br />

safekeeping of documents and rules on the quality of information;<br />

•Alleged violation of the rules of information availability to subscribers and participants of<br />

investment funds, of the duty to act independently and in the exclusive interest of the<br />

participants in investment funds, violation of the duty to trade funds with the “non opposition”<br />

of the regulator;<br />

•Alleged provision to the supervisory authority of information on securities and the issuer <strong>BCP</strong><br />

that was not complete or true at the end of the year 2007;


Annual Report <strong>Vol</strong>ume II Report of the Supervisory Board 15<br />

• Alleged violation of mandatory provisions of the laws applicable to entities subject to the<br />

supervision of the ISP related to the subscription of commercial paper of the company<br />

Commercial Imobiliária, S.A.;<br />

• <strong>BCP</strong>’s alleged failure to provide the CMVM information received from a shareholder, relative to<br />

a qualified participation in the capital of the Bank;<br />

• Alleged violations of a fiscal nature in the framework of “Operation Hurricane”.<br />

The SB monitored the progress of these cases, in what concerns the provision by the Bank of all<br />

the information required by the authorities in their investigation, the public positions of the entities<br />

involved, the organisation of defence and appeals by the Bank, where there was accusation.<br />

The SB also knew about the information provided regularly by the EB on the nature and financial<br />

impact of the legal actions against the Bank in the scope of the shareholders campaign in<br />

2000/2001, by shareholders or former shareholders, targeting <strong>BCP</strong> shares, as well as on the<br />

voluntary mediation procedure that the Bank started on June 26, 2008, under the auspices of<br />

CMVM, aimed at putting an end to these disputes.<br />

In this chapter, it is also important to mention the attention the legal proceeding taken by a<br />

shareholder to annul the resolution adopted at the annual General Meeting held on May 27,<br />

2008, voted under item 7 on the Agenda, regarding the election of Mr. Vítor Manuel da Cunha<br />

Ribeirinho and Ms. Ana Cristina Soares Valente Dourado as Statutory Auditor and Alternate<br />

Statutory Auditor, respectively, since allegedly partners of the audit firms are not being allowed<br />

to act as statutory auditors as individuals, considering that they allegedly were elected as<br />

individuals, never mentioning their status as partners at the audit firm. The Bank took action<br />

against this proceeding.<br />

Monitoring the requirements for independence of the Supervisory<br />

Board members<br />

The SB engaged the Specialised Committee that was established to handle matters of<br />

corporate governance in accordance with article 15 (2) (a) of its Terms of Reference, to<br />

regularly revise and draw up periodic recommendations on the conditions for the efficient<br />

performance of the internal supervision function. To comply with the Companies Code and the<br />

Articles of Association of the Bank, for independence of the majority of the SB members is<br />

among the requirements for the exercise of the supervision function.<br />

Taking into account that new members of the SB were elected at the Annual General Meeting<br />

held on January 15 th 2008, under a proposal issued by the Corporate Governance Committee<br />

the SB has, through each of its members, measured the aforementioned requirements in<br />

order to be able to conclude that a majority of independent members (six independent<br />

members in a total of eleven) in this corporate body is maintained, in the light of the applicable<br />

criteria.<br />

Follow-up of the liquidity management<br />

In a year of particular turbulence in the financial markets, the SB has followed-up the Group’s<br />

liquidity management.


16 Annual Report <strong>Vol</strong>ume II Report of the Supervisory Board<br />

Although this matter was regularly included in the agenda of the SB meetings, because of the special<br />

conditions that were seen in 2008, the Audit and Risk Committee dedicated special importance to<br />

the liquidity management with the purpose to monitor the execution of the 2008 Liquidity Plan and<br />

the preparation of the Liquidity Plan for 20<strong>09</strong>.<br />

The Audit and Risk Committee was informed on the activity of the working group that is<br />

responsible for the follow-up and permanent control of the implications of the international<br />

financial crisis. The working group was created by the EB in 2008.<br />

Assessment of the Group’s Internal Control System<br />

As far as the Internal Control System is concerned, the SB, namely through the Audit and Risk<br />

Committee, followed the preparation works of the Internal Control System Report, which is a<br />

responsibility of the EB, and of the opinions to be issued by the SB, on the appropriateness and<br />

effectiveness of the Internal Control System, and by the Statutory Auditor, on the process of<br />

preparing and disclosing financial information (financial reporting) according to the Notice 5/2008<br />

of the Bank of Portugal.<br />

In the scope of supervising the Internal Audit, the SB, through the Audit and Risk Committee,<br />

analysed and issued a favourable opinion on the new organisational structure of the Audit<br />

Department. The opinion resulted from the work developed with the support of external<br />

consultants.<br />

The Supervisory Board<br />

Functions<br />

The SB main mission, according with the law and the Bank’s Articles of Association, is to ensure<br />

the supervision and follow-up of the EB activity, acting in cooperation with the EB and the<br />

other corporate bodies in pursuing the interests of the company, of its shareholders and of<br />

remaining stakeholders<br />

Composition<br />

The SB is composed by a number of members always higher than the number of EB members,<br />

elected by the General Meeting of Shareholders, in compliance with the legal requirements of<br />

independence that are stated in the Bank’s Articles of Association and in the law.<br />

Mr. Gijsbert Swalef is the Chairman of the SB since January 1 st 2008, when he took office following<br />

the ceasing of functions by the former SB Chairman Mr. Jorge Jardim Gonçalves.<br />

In 2008, aiming to fill vacancies for effective and alternate members, proposals were presented<br />

in order to designate new SB members. Those proposals were submitted to the General<br />

Meeting of Shareholders held on January 15 th 2008. As a result, the General Meeting approved<br />

the designation of Mr. António Mexia and Mr. Manuel Vicente, as SB effective members, and<br />

of Mr. Ângelo Ludgero Marques, as SB alternate member, effective January 15 th 2008 onwards.<br />

The SB composition as of December 31 st 2008 is included in the appendix of this report.


Annual Report <strong>Vol</strong>ume II Report of the Supervisory Board 17<br />

Functioning<br />

The internal functioning of the SB is set forth in the SB Terms of Reference that establishes the<br />

main working rules and procedures guiding the activity of the SB.<br />

The SB works through plenary meetings and Specialised Committees.<br />

In 2008, following the decision to undertake the power foreseen in the article 13 of the<br />

Bank’s Articles of Association, the SB revised its Terms of Reference, namely defining and<br />

regulating the responsibilities and functioning of the Nomination and Remunerations<br />

Committee.<br />

Specialised Committees<br />

For performing specific functions, the SB instituted three Specialised Committees: the Audit and<br />

Risk Committee specifically dedicated to financial matters, the Corporate Governance Committee<br />

and the Nomination and Remunerations Committee.<br />

The composition of the SB Specialised Committees as of December 31 st 2008 is included in the<br />

appendix to this report.<br />

Activity of the Supervisory Board<br />

Permanent activity<br />

Throughout 2008, the SB managed to be regularly informed on the matters that required its<br />

opinion or supervision according with the law, namely the matters comprising the share capital<br />

increase, the quarterly consolidated accounts and the report on the Internal Control System<br />

(under the terms of the notice 5/2008 of the Bank of Portugal).<br />

Thus, it was possible for the SB to follow, among other issues, the evolution of the process of<br />

the share capital increase to 4,694,600,000 euros, the works that led to the closing of the fiscal<br />

year, the preparation of two General Meetings of Shareholders held in 2008, the grant of the<br />

Portuguese Republic personal guarantee for the debt issuance of up to 1,500,000,000.00 euros,<br />

under the terms of the Law 60-A/2008 of October 20 th and the ordinance 1219-A/2008 of<br />

October 23 rd , and the report on the Internal Control System.<br />

In 2008, the activity of the SB received particular attention because the SB submitted to the General<br />

Meeting two relevant matters for the company’s life. The first comprised the presentation to the<br />

General Meeting, on a consultation basis, of the declaration on the EB remuneration policy, which<br />

resulted from the works of the Nomination and Remunerations Committee. The second, which<br />

resulted from the coordinated works of the Audit and Risk Committee, comprised the proposals<br />

of election and designation of the Statutory Auditor and External Auditor respectively, proposals that<br />

were approved by the General Meeting.<br />

In accordance with article 432 of the Companies Code, the Audit and Risk Committee attended the<br />

EB meetings in which the quarterly, half-year and annual accounts were approved.


18 Annual Report <strong>Vol</strong>ume II Report of the Supervisory Board<br />

Activity of the SB plenary meetings<br />

In 2008, the SB held eight meetings, in January 15 th , February 18 th , April 21 st , May 12 th and 27 th ,<br />

July 21 st , October 27 th and December 4 th .<br />

The 2008 SB meetings registered an average attendance of 92%.<br />

The meeting of April 21 st 2008 was dedicated to the share capital increase, which totalled<br />

1,299,924,520 euros of proceeds, having been reiterated the decision of April 3 rd 2008 on that<br />

matter, to the Annual General Meeting.<br />

The SB approved the proposal of the Audit and Risk Committee, which analysed the conclusions<br />

of the working group that had been formed to analyse the proposals received in relation to the<br />

consultation and selection process for the Statutory Auditor and External Auditor for the period<br />

of 2008/2010.<br />

Also in this meeting, the SB decided, unanimously and according to the law and the article 13 (1)<br />

of the Bank’s Articles of Association, to assume the power to set forth the fixed remuneration<br />

of the EB, designating for that effect the Nomination and Remunerations Committee.<br />

In view of hearing the opinion of the Senior Board on the proposal related with the election of<br />

the Statutory Auditor and the designation of the External Auditor of the Bank, the SB decided to<br />

suspend the meeting and resume it on the following day, April 22 nd 2008, after the Senior Board<br />

meeting of the same day. On April 22 nd 2008, the SB meeting was resumed and focused on the<br />

proposal, to be submitted to the Bank’s Annual General Meeting of Shareholders, concerning the<br />

election of the Statutory Auditor and designation of the External Auditor of the Bank.<br />

In the meeting of May 12 th 2008, the SB analysed the business evolution, the first quarter 2008<br />

accounts and the matters to be submitted to the Annual General Meeting, including the profits<br />

appropriation proposal and the proposals to amend the Articles of Association. Among other<br />

issues analysed, it is worth highlighting the reflection on the EB remuneration policy, to be<br />

The Chairman of the EB attended all the 2008 SB meetings. Also, all the remaining EB members<br />

attended the SB meetings on a regular basis.<br />

The first meeting of 2008, on January 15 th , focused mainly on the issues related with the General<br />

Meeting of Shareholders that was held later on that day. It is worth highlighting the election of<br />

EB members for the period 2008/2010 and of two new effective members and an alternate<br />

member to the SB.<br />

In the second meeting, held on February 18 th , the SB approved a favourable opinion on the EB’s<br />

2007 Annual Report. The SB based its decision in an analysis performed, in the opinion of the<br />

Audit and Risk Committee and in the recommendation of the Corporate Governance Committee.<br />

In the same meeting, the SB analysed the activity in 2007 of the Audit and Risk Committee, the<br />

Nomination Committee and the Corporate Governance Committee. Other issues analysed<br />

comprised the reflection on the realisation of the Annual General Meeting of Shareholders and<br />

on the EB proposals in regard with changes to the Coordination Committees and other<br />

Committees established by the EB in the Bank’s executive structure.


Annual Report <strong>Vol</strong>ume II Report of the Supervisory Board 19<br />

In the meeting of October 27 th 2008, the SB analysed the activity and consolidated financial<br />

statements of the third quarter of 2008. It also analysed the report on credit granted to<br />

shareholders, whether Bank shares served as collateral or not, and the conclusions of the external<br />

auditors over credit operations held with members of corporate bodies. The SB particularly<br />

analysed the strategic agenda in the current environment, the assumptions for the 20<strong>09</strong> budget<br />

and the Bank’s dividend policy.<br />

The EB presented relevant questions to the SB on the sustainability of the Pension Fund and the<br />

guiding principles of the regulation of the contributions in kind to the Pension Fund.<br />

The SB followed the activity of the Specialised Committees during the third quarter of 2008.<br />

As far as the activity of the Corporate Governance Committee and the Nomination and<br />

Remunerations Committee is concerned, the SB approved a set of working rules, previously<br />

discussed and approved, that apply to the relationship among the different corporate bodies<br />

of the Bank, namely the SB, EB and Senior Board, and began the process of self-assessment of<br />

the SB. The SB also analysed a question that was raised about the composition of its Specialised<br />

Committees.<br />

In the same meeting, the SB acknowledged the current status of the partnership agreement<br />

between Sonangol and BPA in regard to Banco <strong>Millennium</strong> Angola, of the process of the<br />

mediation process of impending claims related with the Bank’s share capital increases of<br />

2000/2001, and of the process of simplification of the Group’s corporate structure. The SB also<br />

acknowledged the EB credit policy, in regard to the financing of own shares and acceptance of<br />

own shares as financing guarantees.<br />

In its meeting of December 4 th 2008, the SB met with the main purpose of analysing the Bank’s<br />

annual budget for 20<strong>09</strong>. It also analysed the merger process of the investment bank subsidiary<br />

into <strong>BCP</strong>, ratified the request of personal guarantee to be granted by the Portuguese Republic,<br />

analysed the process and conclusions of the SB self-assessment and acknowledged the activity<br />

of the Specialised Committees during the fourth quarter of 2008.<br />

proposed to the General Meeting, and on the working rules among the Bank’s corporate bodies.<br />

The SB also decided on the proposal to revise the SB Terms of Reference, having approved the<br />

proposal that was presented.<br />

The meeting of May 27 th 2008, held in the morning of the same day of the General Meeting,<br />

focused in agenda of the General Meeting.<br />

In the meeting of July 21 st 2008, the SB analysed the activity and consolidated financial statements<br />

for the second quarter of 2008. It also analysed the Bank’s strategy in regard with the execution<br />

of the <strong>Millennium</strong> 2010 program as far as the financial, operating and portfolio strands are<br />

concerned, having advised and assisted the EB.<br />

The SB analysed the largest credit exposures to the Bank shareholders, acknowledging the EB<br />

policy on lending against <strong>BCP</strong> shares as collateral and on specific measures to adopt when facing<br />

credits/clients with this kind of loans that were already granted.<br />

In the same meeting, the SB approved its activity report on the first half of 2008 and<br />

acknowledged the activity of the Specialised Committees in that period.


20 Annual Report <strong>Vol</strong>ume II Report of the Supervisory Board<br />

During 2008, the SB was informed about the current status of the administrative, judicial and<br />

mediation proceedings pending against the Bank, and acknowledged the major legal and<br />

regulatory changes that occurred within the financial system.<br />

Activity of the Specialised Committees<br />

The Audit and Risk Committee (ARC) met thirteen times during 2008, namely on February 12 th<br />

(Quarterly Meeting), February 28 th , March 26 th , April 17 th (12:00 h), April 17 th (15:00 h), April<br />

22 nd , May 8 th , June 25 th , July 17 th (Quarterly Meeting), September 25 th , October 21 st (Quarterly<br />

Meeting), November 27 th and December 19 th . The 2008 ARC meetings registered an average<br />

attendance of 98% (including experts). Of the meetings held, the respective minutes were written.<br />

In accordance with the Companies Code, the ARC members attended the EB quarterly meetings<br />

that approved the quarterly accounts.<br />

Among the tasks performed it is worth highlighting: the review of the financial statements, both<br />

on an individual and consolidated basis; the monitoring of the evolution and control of the main<br />

risk and prudential indicators; the monitoring of the liquidity position of the Bank; the monitoring<br />

of the evolution of the cost-to-income ratio; the follow-up of the activity of the External Auditors,<br />

of the Internal Auditors, of the Risk Office, of the Compliance Officer and of the Client<br />

Ombudsman; the consulting process and proposal for the selection of the Statutory Auditor and<br />

External Auditor; the analysis of the Largest Credit Exposures and Impairments; follow-up<br />

progress on the implementation of the Basel II Project; the knowledge of the impact of the<br />

international financial crisis; the analysis of the liquidity management of the Group; the analysis of<br />

the new legal regime for the prevention and repression of money laundering and terrorism<br />

financing; the amendments in the accounting of financial instruments; the analysis of the internal<br />

regulation on contributions in kind to the Pensions Funds; the merger of Banco <strong>Millennium</strong> <strong>bcp</strong><br />

investimento in <strong>BCP</strong>; the follow-up of the banking operations in Poland and Greece through the<br />

presentations of the respective CFO’s; the analysis of the budget for 20<strong>09</strong>; the approval of the<br />

Audit and Risk Committee Plan of Activities for 20<strong>09</strong>; and the legal proceeding to annul a<br />

corporate resolution which elected the Bank’s Statutory Auditor and its alternate for the<br />

three-year period of 2008/2010, submitted by a shareholder and disputed by the Bank.<br />

With respect to the supervision of the independence and of the activity of the External Auditors<br />

it is worth mentioning: the independence certification of the External Auditors, within the<br />

selection process of the Statutory Auditor and the External Auditors; the analysis of the Economic<br />

Provisions report prepared by KPMG; the analysis of the conclusions of the Desktop Review of<br />

the quarterly financial statements prepared by KPMG; the analysis of the conclusions of the<br />

Impairments Report; the analysis and approval of several proposals of non-audit services rendered<br />

by KPMG; and the KPMG opinion on the Internal Control System Report.<br />

The above-mentioned reports, services proposals and opinion were made available to the Audit and<br />

Risk Committee. The Audit and Risk Committee concluded that the quality and the independence<br />

requirements of the Statutory Auditor and the External Auditors were achieved.<br />

Regarding the Internal Auditors it is worth highlighting: the analysis of the new organisational<br />

structure for the Internal Audit Department; the analysis of the Internal Audit “Activities Plan for the<br />

Year of 2008”; the monitoring of the implementation of the recommendations made concerning


Annual Report <strong>Vol</strong>ume II Report of the Supervisory Board 21<br />

the Internal Audit of <strong>BCP</strong>; and the analysis of the Internal Control System Report submitted to the<br />

Bank of Portugal in December 2008. Also in the scope of the Internal Audit, the ARC analysed the<br />

information on the supervisory actions performed by the regulatory entities of the several markets<br />

where the Group operates, including namely the progress reports related to the agreement set up<br />

between the <strong>bcp</strong>bank (US) and the Office of the Comptroller of the Currency (OCC).<br />

Already in 20<strong>09</strong>, the ARC attended the EB meeting of February 11 th , 20<strong>09</strong> that approved the<br />

annual accounts and the appraisal of the management report and financial statements of Banco<br />

Comercial Português, S.A., which include the financial statements on an individual and on a<br />

consolidated basis, prepared by the EB for the year ended December 31 st 2008 and approved<br />

the Annual Report of the Audit and Risk Committee in which the ARC recommends to the SB<br />

the adoption of a favourable opinion on the management report and financial statements of<br />

Banco Comercial Português, S.A.<br />

The SB was informed about the works of the Audit and Risk Committee on a regular basis,<br />

namely by the Chairman of this Committee and by the delivery of information about the<br />

Committee’s activity and of the minutes of its meetings.<br />

The Nomination Committee held two meetings in 2008, on February 18 th and April 18 th<br />

respectively. The meetings registered an attendance of 100%. Of the meetings held, the respective<br />

minutes were written.<br />

The Chairman of the EB attended both the 2008 meetings of the Nomination Committee.<br />

The meeting of February 18 th focused, among other issues, on the changes in the composition<br />

of the corporate bodies, that resulted from the General Meeting of Shareholders held on January<br />

15 th 2008, and on the areas of responsibility within the EB, the Committee having duly<br />

acknowledged the proposed changes in the structure and composition of the EB Committees<br />

and the distribution of areas of responsibility within the EB members.<br />

In the meeting of April 18 th 2008, given its powers in matters of nomination and bearing in mind<br />

the good governance practices, the Committee analysed the profile of both the Senior Board and<br />

the SB, bearing in mind that both the corporate bodies mentioned end their mandates at year-end.<br />

The Committee also discussed the process of the SB self-assessment, having issued a<br />

recommendation to the SB, which was analysed and adopted in the SB meeting of April 21 st 2008.<br />

In the same meeting, the Committee analysed, among other issues, the annual procedure of<br />

assessing the independence requisites of the SB members as well as the opinion to be issued in<br />

that respect by the Corporate Governance Committee.<br />

In both meetings, the Committee was called to issue its opinion on nominations for corporate bodies,<br />

agreeing with the several EB proposals of nominations for corporate bodies of subsidiary companies.<br />

The Committee followed-up the developments of the process of setting up the EB remuneration<br />

policy and analysed the matters related to the Annual General Meeting, namely the corporate bodies<br />

that were ending their mandates and were to be elected by the General Meeting.<br />

In the first half of 2008, the Nomination Committee ended its activity as a Specialised Committee<br />

exclusively dealing with nomination issues. On April 21 st 2008, the SB granted the power to set<br />

forth the remuneration of the EB, to a newly formed Nomination and Remunerations


22 Annual Report <strong>Vol</strong>ume II Report of the Supervisory Board<br />

Committee. The continuity of the works related with nomination issues that were in progress, and<br />

the assessment of the profile of the corporate bodies and the process of the SB self-assessment<br />

were fully assured by the new specialised committee of the SB.<br />

The SB was regularly informed on the activity of the Committee by its Chairman.<br />

In 2008, under the scope of the Committee’s activity, the following issues are worth highlighting.<br />

As far as the Nomination issues are concerned, the Committee discussed the best practices and<br />

principles in relation to the composition of a supervisory body, based on a benchmarking analysis,<br />

and the SB self-assessment process, the Committee having agreed to recommend its<br />

implementation before the end of the term of the current SB mandate. The Committee analysed<br />

the results of the 2007 employees satisfaction survey and assessed a question raised about the<br />

composition of the SB Specialised Committees.<br />

As far as the remunerations issues are concerned, the Committee analysed, in its first meeting,<br />

the remuneration and welfare policy of the EB and issued a recommendation to the SB about<br />

the corresponding proposals to be submitted to the General Meeting of Shareholders<br />

(comprising both remunerations and welfare of the EB members). The Committee had the<br />

support of a study that was performed by a specialised external consultant. In its meeting of<br />

July 16 th 2008, the Committee approved a proposal to be submitted to the SB meeting of July<br />

21 st 2008 related to the EB compensation model. The proposal comprised namely (i) the<br />

amounts of the fixed remunerations of each of the EB members, and (ii) the improvements<br />

to the EB compensation model. In the second half of 2008, the Nomination and<br />

Remunerations Committee decided to agree with the proposals concerning the application<br />

of the Compensation Model, and reviewed draft definitions of goals and metrics concerning<br />

SB variable remuneration for the upcoming years.<br />

The Committee agreed with a set of nominations proposed by the EB, comprising the corporate<br />

bodies of both subsidiary companies and the Bank internal structures.<br />

Already in 20<strong>09</strong>, in a meeting held on February 10 th 20<strong>09</strong>, the Committee, among other<br />

deliberations, proposed to the SB the amendment of Compensation Model of the Executive<br />

Board in accordance with the Bank’s practice in regard to the insurance plans of the EB members<br />

The Nomination and Remunerations Committee held four meetings during 2008, on May 8 th ,<br />

July 16 th , October 15 th and November 19 th respectively. The meetings registered an average<br />

attendance of 77%. Of the meetings held, the respective minutes were written.<br />

The Chairman of the EB attended all the 2008 meetings of the Nomination and Remunerations<br />

Committee, except for the meeting held on October 15 th 2008.<br />

The members of the Nomination and Remunerations Committee are independent from the<br />

members of the EB.<br />

On April 21 st 2008, the Nomination and Remunerations Committee began its activity, dealing with<br />

remunerations issues on top of the nomination issues that previously were a duty of the<br />

Nomination Committee.


Annual Report <strong>Vol</strong>ume II Report of the Supervisory Board 23<br />

In the meeting of February 15 th 2008, the Corporate Governance Committee analysed the<br />

2007 Annual Report, focusing in particular on the chapter of the Corporate Governance<br />

Report and issued a recommendation to the SB. Among the other items discussed, it is<br />

worth highlighting the changes that occurred in the General Meeting of Shareholders held<br />

on January 15 th 2008 in the composition of the corporate bodies and the preparation of the<br />

Annual General Meeting, namely in regard to the corporate bodies whose term of mandate<br />

is approaching. The Committee also analysed the new distribution of areas of responsibility<br />

among the EB members, as well as the structure and composition of the EB Committees, and<br />

received and analysed information about the CMVM recommendations on corporate<br />

governance.<br />

In the meeting of April 18 th 2008, the Committee reflected on the governance model for the<br />

corporate bodies that have the duty to define the EB remunerations and welfare policies, and on<br />

working rules among the different corporate bodies of the Bank. Among other issues discussed<br />

in this meeting, it is worth highlighting the preparation of the 2008 Annual General Meeting and<br />

the process of annual verification of the independence requirements of the SB members and the<br />

profile of the Bank corporate bodies.<br />

The Committee devoted attention to the profile of both the Senior Board and the SB, having<br />

analysed a document whose preparation was based on data about international supervisory<br />

boards in terms of their composition. The Committee proposed that the Nomination and<br />

Remunerations Committee, which accepted the proposal, discuss the above-mentioned<br />

document.<br />

In the meeting of October 15 th 2008, the Committee decided to recommend to the SB, in the<br />

latter’s meeting of October 27 th 2008, the adoption of the document that establishes the<br />

working rules among the corporate bodies of Banco Comercial Português, and the realisation<br />

of the annual verification of the independence requirements of the SB members. In regard to<br />

the latter, the Committee had issued an opinion to the SB recommending that such<br />

independence assessment be renewed for the year of 2008. The SB approved and adopted<br />

both recommendations.<br />

The Committee also analysed the Bank’s Articles of Association with a view to identifying<br />

improvements.<br />

and the approval of the proposal in regard to the 2008 Variable Remuneration of the EB<br />

members. The Committee also recommended to the SB the adoption of a declaration, on the<br />

remuneration policy and retirement plan of the EB, to be submitted to 20<strong>09</strong> Annual General<br />

Meeting. The SB, in its meeting of February 16 th 20<strong>09</strong>, approved the proposals and<br />

recommendation mentioned above.<br />

The SB was regularly informed on the activity of the Committee by its Chairman and by the<br />

delivery of information about the Committee’s activity and of the minutes of its meetings.<br />

The Corporate Governance Committee held three meetings in 2008, on February 15 th , April<br />

18 th and October 15 th respectively. The 2008 Corporate Governance Committee meetings<br />

registered an average attendance of 78% (including experts and the Chairman of the EB). Of the<br />

meetings held, the respective minutes were written.


24 Annual Report <strong>Vol</strong>ume II Report of the Supervisory Board<br />

In the same meeting, and following a previous discussion about the SB profile, the Committee<br />

analysed a benchmarking document of Supervisory Boards comprising financial institutions in<br />

Europe, having reached an understanding on the best practices and principles to observe about<br />

the composition of a supervisory body. Among the sample analysed, it was verified that the<br />

independence requirement is a crucial issue, that on average two former executives are members<br />

of the Board, that there are an average of four specialised committees in each supervisory board,<br />

and that the majority of the members, 79%, participates in the Board’s specialised committees.<br />

The Committee also discussed the realisation of the SB self-assessment, through a questionnaire<br />

prepared for that purpose, taking the opportunity of considering the experience acquired in the<br />

SB’s first mandate. Therefore, the Committee agreed to recommend its realisation before the<br />

term of the current SB mandate, a recommendation that was adopted by the SB.<br />

Already in 20<strong>09</strong>, in a meeting held in February 10th and 13th, the Committee discussed, among<br />

other matters, the preparation of the Annual General Meeting, analysed the 2008 Corporate<br />

Governance Report, on which it issued a favourable opinion to the SB, and the 2008 Sustainability<br />

Report, both reports prepared by the EB, and continued the analysis and discussion of the text<br />

of the Bank’s Articles of Association.<br />

The SB was regularly informed on the activity of the Committee by its Chairman and by the<br />

delivery of information about the Committee’s activity and of the minutes of its meetings.<br />

Issue of opinions<br />

In accordance with its supervision and advisory functions, the SB adopted the recommendations<br />

of the Audit and Risk Committee that resulted from its meetings of February 12 th 2008, April 17 th<br />

2008, December 19 th 2008 and February 11 th 20<strong>09</strong>, having issued its favourable opinion,<br />

respectively, on the 2007 Management Report and Year-End Financial Statements, the selection<br />

of the Statutory Auditor and External Auditor, on the Internal Control System Report and on the<br />

2008 Management Report and Financial Statements.<br />

Assessment of the Supervisory Board activity<br />

The self-assessment of supervisory corporate bodies, based on methodologies that have<br />

developed over time, is a good practice that is now widespread and allows, through the<br />

identification and prioritisation of themes and matters to address, the achievement of better<br />

performance and efficiency in the activities to be carried out.<br />

In 2008, the SB, created by decision of the General Meeting of Shareholders held on March 13 th<br />

2006, completed its first full mandate, so the opportunity to perform the self-assessment was<br />

judged to be important.<br />

The methodology used for the self-assessment included not only the evaluation of the work<br />

developed, but also the analysis of the answers of individual members of the SB to a specific<br />

questionnaire that focused, among other issues, on the commitment of the SB to its mission and


Annual Report <strong>Vol</strong>ume II Report of the Supervisory Board 25<br />

responsibility, on the participation and pro-activity of the members of the SB and on the working<br />

methods followed both at the level of SB Meetings and at the level of the several Specialised<br />

Committees.<br />

The assessment concluded that the overall balance of the SB activity is positive and allows the<br />

mission of supervision of Banco Comercial Português to be conducted with thoroughness and<br />

professionalism.<br />

The process of self-assessment of the SB has also allowed to identify some improvements to be<br />

made and to highlight a number of positive aspects:<br />

• The high level of attendance, availability and participation of SB members in plenary meetings<br />

as well as in the meetings of the Specialised Committees;<br />

• There is consistency and coherence between the procedures used in the process of analysis,<br />

resolution and monitoring of the implementation of decisions taken by the SB;<br />

• The work and effort invested in the relationship with the EB, materialised in the participation<br />

of the EB and its Chairman in multiple meetings of the SB and of its Committees, creating a<br />

very positive climate of institutional cooperation.<br />

In conclusion, the process of self-assessment of the SB, made in line with best international<br />

practices in terms of its methodology and scope, allowed the SB not only to make an assessment,<br />

which showed a positive evaluation of the work developed but also confirmed that the SB has<br />

all the adequate conditions to fulfil its mission of supervising of the Bank, and also to identify the<br />

issues to address in the near future to further enhance the effectiveness of the works of the SB.<br />

Recognitions<br />

For the cooperation provided and the adequate manner in which the SB received the information<br />

needed for the performance of its duties, the SB is grateful to the EB and to the EB members<br />

involved and to the Specialised Committees of the SB and its members.<br />

The SB wishes to thank all the Employees of the Bank for their attitude and commitment.


26 Annual Report <strong>Vol</strong>ume II Appendix


Annual Report <strong>Vol</strong>ume II Appendix 27<br />

Appendix<br />

Composition of the Supervisory Board and respective Specialised<br />

Committees as of December 31 st 2008<br />

Supervisory Board<br />

Chairman:<br />

Gijsbert J. Swalef<br />

Vice Chairman:<br />

António Manuel Ferreira da Costa Gonçalves<br />

Members: António Luís Guerra Nunes Mexia (since January 15 th 2008)<br />

Francisco de la Fuente Sánchez<br />

João Alberto Ferreira Pinto Basto<br />

José Eduardo Faria Neiva dos Santos<br />

Keith Satchell<br />

Luís de Melo Champalimaud<br />

Luís Francisco Valente de Oliveira<br />

Manuel Domingos Vicente (since January 15 th 2008)<br />

Mário Branco Trindade<br />

Alternate members: Ângelo Ludgero da Silva Marques (since January 15 th 2008)<br />

Audit and Risk Committee (1)<br />

Members:<br />

Participate<br />

in the Committee:<br />

Luís Francisco Valente de Oliveira (Chairman)<br />

João Alberto Ferreira Pinto Basto (Vice Chairman)<br />

José Eduardo Faria Neiva dos Santos<br />

Jeff Medlock (Expert)<br />

Corporate Governance Committee (1)<br />

Members:<br />

Participate<br />

in the Committee:<br />

Francisco de la Fuente Sánchez (Chairman)<br />

João Alberto Ferreira Pinto Basto (Vice Chairman)<br />

Luís de Melo Champalimaud<br />

Carlos Jorge Ramalho dos Santos Ferreira (Chairman of the EB)<br />

António Augusto Serra Campos Dias da Cunha (Expert)<br />

José de Sousa Cunhal Melero Sendim (Expert)<br />

Morais Leitão, Galvão Teles, Soares da Silva & Associados<br />

– Sociedade de Advogados, represented by Miguel Galvão Teles<br />

(Expert)<br />

Nomination and Remunerations Committee (1)<br />

Members:<br />

Participate<br />

in the Committee:<br />

João Alberto Ferreira Pinto Basto (Chairman)<br />

Francisco de la Fuente Sánchez (Vice Chairman)<br />

António Luís Guerra Nunes Mexia<br />

Keith Satchell<br />

Ângelo Ludgero da Silva Marques (Expert)<br />

Luís Manuel de Faria Neiva dos Santos (Expert)<br />

(1)<br />

The deliberations are taken with the favourable vote of the majority of the members that incorporate the Committee.


28 Annual Report <strong>Vol</strong>ume II Opinion of the Supervisory Board<br />

Opinion of the<br />

Supervisory Board


Annual Report <strong>Vol</strong>ume II Opinion of the Supervisory Board 29


30 Annual Report <strong>Vol</strong>ume II Opinion of the Supervisory Board<br />

Opinion of the<br />

Supervisory Board<br />

1. The Supervisory Board issues its opinion on the financial information, which includes the financial<br />

statements on an individual and on a consolidated basis and the management report as prepared<br />

by the Executive Board of Banco Comercial Português, S.A. as of December 31 st , 2008.<br />

2. The Supervisory Board met periodically with the Chairman of the Executive Board and with<br />

the Director responsible for the financial matters, and has been informed on a timely basis about<br />

the management decisions of the Executive Board.<br />

3. The Audit and Risk Committee and the Corporate Governance Committee provided to the<br />

Supervisory Board all the relevant information and explanations for the accomplishment of its<br />

own duties, which included, namely, the procedures considered adequate and opportune<br />

concerning the compliance by the Bank with the by-laws and applicable legal framework.<br />

4. In accordance with its duties, the Supervisory Board received and agreed with the<br />

recommendation of adoption of a favourable opinion, regarding the 2008 management report<br />

and financial statements prepared by the Executive Board, issued by the Audit and Risk<br />

Committee, having also appreciated the Statutory Reports/Audit Reports prepared by KPMG &<br />

Associados – SROC, S.A., concerning the financial statements, both on an individual and on a<br />

consolidated basis, and agrees with its contents.<br />

5. The Supervisory Board issues a favourable opinion on the management report and financial<br />

statements on an individual and on a consolidated basis prepared by the Executive Board, for the<br />

year ended on December 31 st , 2008, recommending its approval by the Annual General Meeting<br />

of Shareholders.


Annual Report <strong>Vol</strong>ume II Opinion of the Supervisory Board 31<br />

6. The signatories, members of the Supervisory Board, declare that to the best of their knowledge,<br />

the financial information respecting the present opinion was drawn up in accordance with the<br />

applicable accounting standards, reflecting a true and fair view of the assets and liabilities, financial<br />

position and results of Banco Comercial Português, S.A. and of the companies included in its<br />

consolidation perimeter, and that the management report faithfully states the trend of the<br />

business, the performance and position of Banco Comercial Português, S.A. and of the companies<br />

included in its consolidation perimeter, contains a description of the principal risks and<br />

uncertainties faced.<br />

Lisbon, February 16 th , 20<strong>09</strong><br />

The Supervisory Board<br />

Gijsbert J. Swalef – Chairman<br />

António Manuel Ferreira da Costa Gonçalves – Vice-Chairman<br />

António Luís Guerra Nunes Mexia – Member<br />

Francisco de La Fuente Sánchez – Member<br />

João Alberto Ferreira Pinto Basto – Member<br />

José Eduardo Faria Neiva dos Santos – Member<br />

Keith Satchell – Member<br />

Luís de Melo Champalimaud – Member<br />

Luís Francisco Valente de Oliveira – Member<br />

Manuel Domingos Vicente – Member<br />

Mário Branco Trindade – Member


32 Annual Report <strong>Vol</strong>ume II Annual Report of the Audit and Risk Committee<br />

Annual Report of the Audit<br />

and Risk Committee, which includes<br />

the Statement of Compliance


Annual Report <strong>Vol</strong>ume II Annual Report of the Audit and Risk Committee 33


34 Annual Report <strong>Vol</strong>ume II Annual Report of the Audit and Risk Committee<br />

Annual Report of the Audit<br />

and Risk Committee, which includes<br />

the Statement of Compliance<br />

1. This Audit and Risk Committee report to the Supervisory Board focuses on its supervision<br />

activity carried out in 2008.<br />

2. The Audit and Risk Committee informed regularly the Supervisory Board on the work carried<br />

out and the conclusions achieved on relevant matters.<br />

3. The Audit and Risk Committee met periodically with the Chairman of the Executive Board and<br />

with the Director responsible for the financial matters, and has been informed on a timely basis<br />

about the management decisions of the Executive Board.<br />

4. The Executive Board, the Director responsible for the financial matters, the officers of the Bank,<br />

the internal audit and the external auditors provided the Audit and Risk Committee all the<br />

relevant information and explanations for the accomplishment of its own duties, which included,<br />

namely, the procedures considered adequate and opportune concerning the compliance by the<br />

Bank with the by-laws and applicable legal framework.<br />

5. For carrying out the supervision activity during the year, the Audit and Risk Committee had<br />

available the necessary means for that purpose, without constrains to its performance.<br />

6. In accordance with its duties, the Audit and Risk Committee appraised the 2008 management<br />

report and the financial statements prepared by the Executive Board, having also appraised the<br />

Statutory Reports/Audit Reports prepared by KPMG & Associados – SROC, S.A., concerning the<br />

financial statements, both on an individual and on a consolidated basis, and agrees with its<br />

contents.<br />

7. The signatories declare that to the best of their knowledge, the financial information analysed<br />

was drawn up in accordance with the applicable accounting standards, including the options<br />

undertaken by the Executive Board concerning the accounting matters subject to discussions<br />

with the Supervisory Authorities, reflecting a true and fair view of the assets and liabilities, financial


Annual Report <strong>Vol</strong>ume II Annual Report of the Audit and Risk Committee 35<br />

position and results of Banco Comercial Português, S.A. and of the companies included in its<br />

consolidation perimeter, and that the management report faithfully states the trend of the<br />

business, the performance and position of Banco Comercial Português, S.A. and of the companies<br />

included in its consolidation perimeter, contains a description of the principal risks and<br />

uncertainties faced.<br />

8. The Audit and Risk Committee recommends to the Supervisory Board the adoption of a<br />

favourable opinion on the management report and financial statements of Banco Comercial<br />

Português, S.A., which include the financial statements on an individual and on a consolidated<br />

basis, prepared by the Executive Board for the year ended December 31 st , 2008.<br />

Lisbon, February 16 th , 20<strong>09</strong><br />

The Audit and Risk Committee<br />

Luís Valente de Oliveira – Chairman<br />

João Alberto Pinto Basto – Vice-Chairman<br />

José Eduardo Neiva Santos – Member


36 Annual Report <strong>Vol</strong>ume II 2008 Financial Statements<br />

2008 Financial Statements<br />

38<br />

141<br />

228<br />

230<br />

Consolidated Financial Statements<br />

– Banco Comercial Português<br />

Financial Statements<br />

– Banco Comercial Português, S.A.<br />

Declaration of Compliance<br />

External Auditor’s Report


Annual Report <strong>Vol</strong>ume II 2008 Financial Statements 37


38 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

Consolidated Income Statement for the years ended 31 December, 2008 and 2007<br />

(Thousands of euros)<br />

Notes<br />

2008<br />

2007<br />

Interest and similar income 3 5,269,597 4,332,187<br />

Interest expense and similar charges 3 (3,548,549) (2,794,884)<br />

Net interest income 1,721,048 1,537,303<br />

Dividends from equity instruments 4 36,816 27,921<br />

Net fees and commissions income 5 740,417 664,583<br />

Net gains / (losses) arising from trading and hedging activities 6 277,631 199,138<br />

Net gains / (losses) arising from available for sale financial assets 7 (259,532) 193,211<br />

Other operating income 8 57,580 97,861<br />

2,573,960 2,720,017<br />

Other net income from non banking activities 17,390 12,925<br />

Total operating income 2,591,350 2,732,942<br />

Staff costs 9 915,307 1,006,227<br />

Other administrative costs 10 642,641 627,452<br />

Depreciation 11 112,843 114,896<br />

Operating expenses 1,670,791 1,748,575<br />

920,559 984,367<br />

Loans impairment 12 (544,699) (260,249)<br />

Other assets impairment 29 (60,024) (45,754)<br />

Other provisions 13 15,500 (49,<strong>09</strong>5)<br />

Operating profit 331,336 629,269<br />

Share of profit of associates under the equity method 14 19,080 51,215<br />

Gains / (losses) from the sale of subsidiaries and other assets 15 (8,407) 7,732<br />

Profit before income tax 342,0<strong>09</strong> 688,216<br />

Income tax<br />

Current 16 (44,001) (73,045)<br />

Deferred 16 (39,997) 3,475<br />

Profit after income tax 258,011 618,646<br />

Attributable to:<br />

Shareholders of the Bank 201,182 563,287<br />

Minority interests 42 56,829 55,359<br />

Profit for the year 258,011 618,646<br />

Earnings per share (in euros) 17<br />

Basic 0.03 0.13<br />

Diluted 0.03 0.13<br />

Chief Accountant<br />

The Board of Directors<br />

See accompanying notes to the consolidated financial statements


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 39<br />

Consolidated Balance Sheet as at 31 December, 2008 and 2007<br />

(Thousands of euros)<br />

Notes<br />

2008<br />

2007<br />

Assets<br />

Cash and deposits at central banks 18 2,064,407 1,958,239<br />

Loans and advances to credit institutions<br />

Repayable on demand 19 1,048,348 820,699<br />

Other loans and advances 20 2,892,345 6,482,038<br />

Loans and advances to customers 21 75,165,014 65,650,449<br />

Financial assets held for trading 22 3,903,267 3,084,892<br />

Financial assets available for sale 22 1,714,178 4,418,534<br />

Assets with repurchase agreement 14,754 8,016<br />

Hedging derivatives 23 117,305 131,069<br />

Financial assets held to maturity 24 1,101,844 -<br />

Investments in associated companies 25 343,934 316,399<br />

Non current assets held for sale 29 19,558 24,180<br />

Property and equipment 26 745,818 699,<strong>09</strong>4<br />

Goodwill and intangible assets 27 540,228 536,533<br />

Current income tax assets 18,127 29,913<br />

Deferred income tax assets 28 586,952 650,636<br />

Other assets 29 4,147,645 3,355,470<br />

94,423,724 88,166,161<br />

Liabilities<br />

Deposits from central banks 3,342,301 784,347<br />

Deposits from other credit institutions 30 5,997,066 8,648,135<br />

Deposits from customers 31 44,907,168 39,246,611<br />

Debt securities issued 32 20,515,566 26,798,490<br />

Financial liabilities held for trading 33 2,138,815 1,304,265<br />

Other financial liabilities held for trading at fair value through profit or loss 34 6,714,323 1,755,047<br />

Hedging derivatives 23 350,960 116,768<br />

Provisions for liabilities and charges 35 221,836 246,949<br />

Subordinated debt 36 2,598,660 2,925,128<br />

Current income tax liabilities 4,826 41,363<br />

Deferred income tax liabilities 28 336 46<br />

Other liabilities 37 1,383,633 1,399,757<br />

Total Liabilities 88,175,490 83,266,906<br />

Equity<br />

Share capital 38 4,694,600 3,611,330<br />

Treasury stock 41 (58,631) (58,436)<br />

Share premium 183,368 881,707<br />

Preference shares 38 1,000,000 1,000,000<br />

Fair value reserves 40 214,593 218,498<br />

Reserves and retained earnings 40 (274,622) (1,598,704)<br />

Profit for the year attributable to Shareholders 201,182 563,287<br />

Total Equity attributable to Shareholders of the Bank 5,960,490 4,617,682<br />

Minority interests 42 287,744 281,573<br />

Total Equity 6,248,234 4,899,255<br />

94,423,724 88,166,161<br />

Chief Accountant<br />

The Board of Directors<br />

See accompanying notes to the consolidated financial statements


40 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

Consolidated Cash Flows Statement for the years ended 31 December, 2008 and 2007<br />

(Thousands of euros)<br />

2008<br />

2007<br />

Cash flows arising from operating activities<br />

Interest income received 4,867,373 4,218,603<br />

Commissions income received 910,858 970,252<br />

Fees received from services rendered 3<strong>09</strong>,533 290,025<br />

Interest expense paid (3,375,082) (2,668,285)<br />

Commissions expense paid (261,117) (375,054)<br />

Recoveries on loans previously written off 92,788 146,970<br />

Net earned premiums 17,967 16,795<br />

Claims incurred (10,707) (9,654)<br />

Payments to suppliers and employees (1,797,471) (1,706,778)<br />

754,142 882,874<br />

Decrease / (increase) in operating assets:<br />

Loans and advances to credit institutions 2,530,573 1,489,789<br />

Deposits with Central Banks under monetary regulations 973,967 (1,631,407)<br />

Loans and advances to customers (7,288,663) (9,253,601)<br />

Short term trading account securities 258,565 (154,005)<br />

Increase / (decrease) in operating liabilities:<br />

Deposits from credit institutions repayable on demand (154,200) 107,472<br />

Deposits from credit institutions with agreed maturity date 2,008,265 (3,289,235)<br />

Deposits from clients repayable on demand (630,704) (279,618)<br />

Deposits from clients with agreed maturity date 6,194,006 6,178,161<br />

4,645,951 (5,949,570)<br />

Income taxes (paid) / received 36,772 25,641<br />

4,682,723 (5,923,929)<br />

Cash flows arising from investing activities<br />

Acquisition of shares in subsidiaries and associated companies (1,994) (16,720)<br />

Dividends received 41,137 46,915<br />

Interest income from available for sale financial assets 201,810 165,990<br />

Proceeds from sale of available for sale financial assets 41,011,019 20,514,052<br />

Available for sale financial assets purchased (71,346,564) (32,935,142)<br />

Proceeds from available for sale financial assets on maturity 29,237,121 12,875,838<br />

Acquisition of fixed assets (225,083) (177,991)<br />

Proceeds from sale of fixed assets 75,228 122,071<br />

Increase / (decrease) in other sundry assets (915,398) (244,795)<br />

(1,922,724) 350,218<br />

Cash flows arising from financing activities<br />

Proceeds from issuance of subordinated debt 377,038 149,327<br />

Reimbursement of subordinated debt (463,578) (137,781)<br />

Proceeds from issuance of debt securities 4,745,710 8,451,039<br />

Repayment of debt securities (4,396,962) (3,483,947)<br />

Proceeds from issuance of commercial paper 16,664,374 17,705,311<br />

Repayment of commercial paper (20,744,783) (16,659,257)<br />

Share capital increase 1,083,270 -<br />

Share premium 183,368 -<br />

Dividends paid - (306,963)<br />

Dividends paid to minority interests (19,505) (15,785)<br />

Increase / (decrease) in other sundry liabilities and minority interests 154,283 (215,433)<br />

(2,416,785) 5,486,511<br />

Exchange differences effect on cash and equivalents (85,567) 38,387<br />

Net changes in cash and equivalents 257,647 (48,813)<br />

Cash and equivalents at the beginning of the year 1,474,592 1,523,405<br />

Cash (note 18) 683,891 653,893<br />

Other short term investments (note 19) 1,048,348 820,699<br />

Cash and equivalents at the end of the year 1,732,239 1,474,592<br />

See accompanying notes to the consolidated financial statements


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 41<br />

Consolidated Statement of Changes in Equity for the years ended 31 December, 2008 and 2007<br />

Total<br />

equity<br />

Share<br />

capital<br />

Preference<br />

shares<br />

Share<br />

premium<br />

Legal and<br />

statutory<br />

reserves<br />

Fair value<br />

and Cash<br />

Flow hedged<br />

reserves<br />

Other<br />

reserves<br />

and retained<br />

earnings<br />

Balance on 31 December, 2006 4,854,661 3,611,330 1,000,000 881,707 481,300 442,889 1,117,117 (2,883,580) (22,150) 226,048<br />

Transfers to reserves:<br />

Legal reserve - - - - 60,902 - (60,902) - - -<br />

Statutory reserve - - - - 19,000 - (19,000) - - -<br />

Dividends paid in 2007 (306,963) - - - - - (306,963) - - -<br />

Profit for the year attributable to<br />

Shareholders of the Bank 563,287 - - - - - 563,287 - - -<br />

Profit for the year attributable to<br />

minority interests (note 42) 55,359 - - - - - - - - 55,359<br />

Dividends on preference shares (48,910) - - - - - (48,910) - - -<br />

Treasury stock (36,286) - - - - - - - (36,286) -<br />

Exchange differences arising on consolidation 38,387 - - - - - 38,387 - - -<br />

Fair value reserves (note 40)<br />

Financial instruments available for sale (224,015) - - - - (224,015) - - - -<br />

Cash-flow hedge (376) - - - - (376) - - - -<br />

Minority interests (note 42) 166 - - - - - - - - 166<br />

Other reserves arising on consolidation (note 40) 3,945 - - - - - 3,945 - - -<br />

Balance on 31 December, 2007 4,899,255 3,611,330 1,000,000 881,707 561,202 218,498 1,286,961 (2,883,580) (58,436) 281,573<br />

Reverse of reserves (note 40):<br />

Share premium - - - (881,707) - - 881,707 - - -<br />

Legal reserve - - - - (96,911) - 96,911 - - -<br />

Statutory reserve - - - - (84,000) - 84,000 - - -<br />

Profit for the year attributable to<br />

Shareholders of the Bank 201,182 - - - - - 201,182 - - -<br />

Profit for the year attributable to<br />

minority interests (note 42) 56,829 - - - - - - - - 56,829<br />

Increase in share capital by the issue of<br />

1,083,270,433 shares (notes 38) 1,299,924 1,083,270 - 216,654 - - - - - -<br />

Registration costs related with the increase in share capital (33,286) - - (33,286) - - - - - -<br />

Dividends on preference shares (48,910) - - - - - (48,910) - - -<br />

Treasury stock (195) - - - - - - - (195) -<br />

Exchange differences arising on consolidation (85,567) - - - - - (85,567) - - -<br />

Fair value reserves (note 40)<br />

Financial instruments available for sale (8,831) - - - - (8,831) - - - -<br />

Cash-flow hedge 4,926 - - - - 4,926 - - - -<br />

Minority interests (note 42) (50,658) - - - - - - - - (50,658)<br />

Other reserves arising on consolidation (note 40) 13,565 - - - - - 13,565 - - -<br />

Balance on 31 December, 2008 6,248,234 4,694,600 1,000,000 183,368 380,291 214,593 2,429,849 (2,883,580) (58,631) 287,744<br />

See accompanying notes to the consolidated financial statements<br />

Goodwill<br />

(Thousands of euros)<br />

Treasury<br />

stock<br />

Minority<br />

interests


42 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

Notes to the Consolidated Financial Statements, 31 December, 2008<br />

1. Accounting policies<br />

a) Basis of presentation<br />

Banco Comercial Português, S.A. (the ‘Bank’) is a public bank, established in Portugal in 1985. It commenced operations on 5 May, 1986, and these consolidated<br />

financial statements reflect the results of the operations of the Bank and all its subsidiaries (together referred to as the ‘Group’) and the Group’s interest in associates,<br />

for the years ended 31 December, 2008 and 2007.<br />

In accordance with Regulation (EC) no. 1606/2002 from the European Parliament and the Counsel, of 19 July 2002, and its adoption into Portuguese Law through<br />

Decree-Law no. 35/2002, of 17 February and Regulation no. 1/2005 from the Bank of Portugal, the Group’s consolidated financial statements are required to be<br />

prepared in accordance with International Financial Reporting Standards (‘IFRS’) as endorsed by the European Union ('EU') since the year 2005. IFRS comprise<br />

accounting standards issued by the International Accounting Standards Board (‘IASB’) as well as interpretations issued by the International Financial Reporting<br />

Interpretations Committee (‘IFRIC’) and their predecessor bodies. The Executive Board of Directors approved these consolidated financial statements on 11 February<br />

20<strong>09</strong>. The financial statements are presented in thousands of euros, rounded to the nearest thousand.<br />

The Group adopted IFRS 7 - Financial Instruments: disclosures and IAS 1 - Presentation of Financial Statements (amendment) – Capital Disclosures. These standards<br />

since 1 January, 2007. It should be noted that the impact of the adoption of the standards mentioned above relates to additional disclosures requirements, without<br />

any impact on the equity of the Group. In accordance with the transitional rules, comparative information is also provided.<br />

Additionally, the Group adopted since 2008 IAS 39 and IFRS 7 - Reclassification of Financial Instruments, IFRIC 11 and IFRS 2 - Group and Tresuary Shares Transactions<br />

and IFRIC 14 and IAS 19 - The limit of a defined benefit asset, minimum pending requirements and their interaction. The adoption of these interpretations did not<br />

have any impact on the financial statements.<br />

The consolidated financial statements for the year ended 31 December, 2008 have been prepared in terms of recognition and measurement in accordance with the<br />

IFRS, effective and adopted for use in the EU.<br />

The financial statements are prepared under the historical cost convention, as modified by the application of fair value basis for derivative financial instruments, financial<br />

assets and liabilities at fair value through profit or loss (trading, and fair value option) and available-for-sale assets, except those for which a reliable measure of fair<br />

value is not available. Recognized assets and liabilities that are hedged under hedge accounting are stated at fair value in respect of the risk that is being hedged. Other<br />

financial assets and liabilities and non-financial assets and liabilities are stated at amortised cost or historical cost. Non-current assets and disposal groups held for sale<br />

are stated at the lower of carrying amount and fair value less costs to sell.<br />

The accounting policies set out below have been applied consistently throughout the Group entities and for all periods presented in these consolidated financial<br />

statements.<br />

Within the scope of the investigations in progress by the Supervisory Authorities that are described in notes 40, 54 and 55, the balance Reserves and Retained Earnings<br />

includes, with effect as at 1 January 2006, a restatement resulting from the decision taken by the Executive Board of Directors of booking a provision regarding an<br />

asset booked on the consolidated financial statements resulting from the transactions described in notes 40, 54 and 55.<br />

The preparation of the financial statements in accordance with IFRS requires the Executive Board of Directors to make judgements, estimates and assumptions that<br />

affect the application of the accounting policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are<br />

based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making<br />

the judgements about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The<br />

issues involving a higher degree of judgement or complexity, or where assumptions and estimates are considered to be significant are presented in note 1 ac).<br />

b) Basis of consolidation<br />

Investments in subsidiaries<br />

Investments in subsidiaries where the Group exercises control are fully consolidated from the date the Group assumes control over its financial and operational activities<br />

until the control ceases to exist. Control is presumed to exist when the Group owns more than half of the voting rights. Additionally, control exists when the Group<br />

has the power, directly or indirectly, to manage the financial and operating policies of an entity to obtain benefits from its activities, even if the percentage of shareholding<br />

is less than 50%.<br />

When the accumulated losses of a subsidiary attributable to the minority interest exceed the equity of the subsidiary attributable to the minority interest, the excess<br />

is attributed to the Group and charged to the income statement as it occurs. Profits subsequently reported by the subsidiary are recognized as profits of the Group<br />

until the prior losses attributable to minority interest previously recognised by the Group have been recovered.<br />

Investments in associates<br />

Investments in associated companies are consolidated by the equity method, since the date the Group acquires significant influence until the date it ceases. Associates<br />

are those entities, in which the Group has significant influence, but not control, over the financial and operating policy decisions of the investee. It is assumed that the<br />

Group has significant influence when it holds, directly or indirectly, 20% or more of the voting rights of the investee. Conversely, if the Group holds, directly or<br />

indirectly less than 20% of the voting rights of the investee, it is presumed that the Group does not have significant influence, unless such influence can be clearly<br />

demonstrated.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 43<br />

The existence of significant influence by the Group is usually evidenced in one or more of the following ways:<br />

– representation on the Board of Directors or equivalent governing body of the investee;<br />

– participation in policy-making processes, including participation in decisions about dividends or other distributions;<br />

– material transactions between the Group and the investee;<br />

– interchange of managerial personnel; or<br />

– provision of essential technical information.<br />

The consolidated financial statements include the attributable part of the total results and reserves of associated companies accounted on an equity basis. When the<br />

Group’s share of losses exceeds its interest in an associate, the Group’s carrying amount is reduced to nil and recognition of further losses is discontinued except to<br />

the extent that the Group has incurred in legal or constructive obligations or made payments on behalf of an associate.<br />

Goodwill<br />

Goodwill arising from business combinations occurred prior to 1 January 2004 was charged against reserves.<br />

Business combinations occurred after 1 January 2004 are accounted for using the purchase method of accounting. The acquisition cost corresponds to the fair value<br />

determined on the acquisition date of the assets given and liabilities incurred or assumed including the costs directly associated with the transaction. Goodwill arising<br />

on the acquisition of subsidiaries and associates is defined as the difference between the cost of the investment and the corresponding share of the fair value of the<br />

net assets acquired.<br />

Since the transition date to IFRS, which was on 1 January, 2004, positive goodwill arising from acquisitions is recognized as an asset and carried at cost and is not<br />

amortised. The value of recoverable goodwill is assessed annually to identify any impairment, regardless of the existence of any indication of any impairment. Impairment<br />

losses are recognized in the income statement.<br />

Negative goodwill arising on an acquisition is recognized directly to the income statement in the period when the business combination occurs.<br />

Special Purpose Entities (‘SPE’)<br />

The Group fully consolidates SPE’s resulting from securitization operation with Group companies (as refered in note 21), when the substance of the relation with<br />

those entities indicates that the Group exercises control over its activities, independently of the percentage of the equity held. Besides from the above mentioned<br />

SPE, there are no additional SPE subject to consolidation.<br />

The evaluation of the existence of control is determined based on the criteria established by SIC 12, which can be analysed as follows:<br />

– The activities of the SPE, in substance, are being conducted on behalf of the Group, in accordance with the specific needs of the Group’s business, so as to obtain<br />

benefits from these activities;<br />

– The Group has the decision-making powers to obtain the majority of the benefits of the activities of the SPE or, by setting up an "autopilot" mechanism, the Group<br />

has delegated these decision-making powers;<br />

– The Group has the rights to obtain the majority of the benefits of the SPE and therefore may be exposed to risks inherent to the activities of the SPE; or<br />

– The Group retains the majority of the residual or ownership risks related to the SPE or its assets in order to obtain benefits from its activities.<br />

Investment fund management<br />

The Group manages and assets held by investment funds regarding which the participation units are held by third parties. The financial statements of these entities<br />

are not consolidated by the Group, except when the Group has the control over these investment funds, namely when it holds more than 50% of the participation<br />

units.<br />

Investments in foreign operations<br />

The financial statements of the foreign subsidiaries and associates of the Group are prepared in their functional currency, defined as the currency of the primary<br />

economic environment in which they operate or the currency in which the subsidiaries obtain their income or finance them activity. On consolidation, assets and<br />

liabilities of the foreign subsidiaries are translated into euros at the official exchange rate at the balance sheet date.<br />

Regarding the investments in foreign operations that are consolidated in the Group accounts under the full consolidation, the proportional or the equity method of<br />

consolidation, the exchange differences between the translation to Euros of the opening net assets and their value in Euros at the exchange rate ruling at balance<br />

sheet date are changed against consolidated reserves.<br />

The exchange differences from hedging instruments related with foreign operations are eliminated from profit and loss in the consolidation process against the<br />

exchange differences booked in reserves from those instruments.<br />

Whenever the hedge is not fully effective, the ineffective portion is accounted against profit and loss of the period.<br />

The income and expenses of these subsidiaries are translated to Euros, at rates close to the rates ruling at the dates of the transactions. Exchange differences from<br />

the translation of the profits and losses for the reporting period, arising from the difference between the exchange rate used in the income statement and the<br />

exchange rate prevailing at the balance sheet date are recognised in reserves - exchange differences.<br />

On disposal of a foreign operation, exchange differences related to investment in the the foreign operation and to the associated hedge transaction previously<br />

recognised in reserves are accounted for in the income statement as part of the gains or loss arising from the disposal.<br />

Investments in jointly controlled entities<br />

Jointly controlled entities, consolidated under the proportional method, are entities where the Group has joint control, established by contractual agreement. The<br />

consolidated financial statements include the Group’s proportional share of the entities’ assets, liabilities, revenue and expenses, with items of a similar nature on a<br />

line by line basis, from the date that joint control started until the date that joint control ceases.


44 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

Transactions eliminated on consolidation<br />

Intragroup balances and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing the consolidated<br />

financial statements. Unrealised gains and losses arising from transactions with associates and jointly controlled entities are eliminated to the extent of the Group's<br />

interest in the entity.<br />

c) Loans and advances to customers<br />

Loans and advances to customers include loans and advances originated by the Group, which are not intended to be sold in the short term and are recognised when<br />

cash is advanced to borrowers.<br />

The derecognition of these assets occurs in the following situations: (i) the contractual rights of the Group have expired; or (ii) the Group transferred substantially<br />

all the associated risks and rewards.<br />

Loans and advances to customers are initially recognized at fair value plus any directly attributable transaction costs and fees and are subsequently measured at<br />

amortized cost using the effective interest method, less impairment losses.<br />

Impairment<br />

The Group’s policy consists in a regular assessment of the existence of objective evidence of impairment in the loan portfolios. Impairment losses identified are charged<br />

against income and subsequently the charge is reversed, if there is a reduction of the estimated impairment loss, in a subsequent period.<br />

After initial recognition, a loan or a loan portfolio, defined as a group of loans with similar credit risk characteristics, may be classified as impaired when there is<br />

objective evidence of impairment as a result of one or more events and when the loss event has an impact on the estimated future cash flows of the loan or of the<br />

loan portfolio that can be reliably estimated.<br />

According to IAS 39, there are two basic methods of calculating impairment losses: (i) individually assessed loans; and (ii) collective assessment.<br />

(i) Individually assessed loans<br />

Impairment losses on individually assessed loans are determined by an evaluation of the exposures on a case-by-case basis. For each loan considered individually<br />

significant, the Group assesses, at each balance sheet date, the existence of any objective evidence of impairment. In determining such impairment losses on individually<br />

assessed loans, the following factors are considered:<br />

– Group’s aggregate exposure to the customer and the existence of overdue loans;<br />

– The viability of the customer’s business and capability to generate sufficient cash flow to service their debt obligations in the future;<br />

– The existence, nature and estimated value of the collaterals;<br />

– A significant downgrading in the client rating;<br />

– The assets available on liquidation or insolvency;<br />

– The ranking of all creditor claims;<br />

– The amount and timing of expected receipts and recoveries.<br />

Impairment losses are calculated by comparing the present value of the expected future cash flows, discounted at the original effective interest rate of the loan, with<br />

its current carrying value and the amount of any loss is charged in the income statement. The carrying amount of impaired loans is reduced through the use of an<br />

allowance account. For loans with a variable interest rate, the discount rate used corresponds to the effective annual interest rate, which was applicable in the period<br />

that the impairment was determined.<br />

The present value of the estimated future cash flows of a collateralised loan reflects the cash flows that may result from the foreclosure less costs for obtaining and<br />

selling the collateral.<br />

Individual loans that are not identified as having an objective evidence of impairment are grouped on the basis of similar credit risk characteristics, and assessed<br />

collectively.<br />

(ii) Collective assessment<br />

Impairment losses are calculated on a collective basis under two different scenarios:<br />

– for homogeneous groups of loans that are not considered individually significant; or<br />

– in respect of losses which have been incurred but have not yet been identified (‘IBNR’) on loans subject to individual assessment for impairment (see section (i)).<br />

The collective impairment loss is determined considering the following factors:<br />

– historical loss experience in portfolios of similar risk characteristics;<br />

– knowledge of the current economic and credit conditions and its impact on the historical losses level;<br />

– the estimated period between a loss occurring and a loss being identified.<br />

The methodology and assumptions used to estimate the future cash flows are reviewed regularly by the Group in order to monitor the differences between estimated<br />

and real losses.<br />

Loans which have been individually assessed and for which no evidence of impairment has been identified, are grouped together based on similar credit risk<br />

characteristics for calculating a collective impairment loss. This loss covers loans that are impaired at the balance sheet date but which will not be individually identified<br />

as such until some time in the future.<br />

The write-off of loans is performed against the related loan impairments, when these correspond to 100% of the loan amount. Subsequent recoveries of amounts<br />

previously written off are accounted as a decrease of impairment losses in the year they occur.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 45<br />

d) Financial instruments<br />

(i) Classification, initial recognition and subsequent measurement<br />

1) Financial assets and liabilities at fair value through profit and loss<br />

1a) Financial assets held for trading<br />

The financial assets and liabilities acquired or issued with the purpose of sale or re-acquisition on the short term, namely bonds, Treasury Bills or shares or that make<br />

part of a financial instruments portfolio that are jointly managed and for which there is evidence of a recent pattern of short-term profit taking or that can be<br />

included in the definition of derivative (except in the case of a derivative that is an effective hedge instrument) are classified as trading. The dividends associated to<br />

these portfolios are accounted in Profits arising from trading activity.<br />

Trading derivatives with a positive fair value are included in the Financial assets held for trading and the trading derivatives with negative fair value are included in the<br />

Financial liabilities held for trading.<br />

1b) Financial assets and liabilities at fair value by decision of the own institution (“Fair Value Option”)<br />

The Group has adopted the Fair Value Option for certain bond issues, loans and deposits performed since 2007 that contain embedded derivatives or with related<br />

hedge derivatives. The variations of the credit risk of the Group related with financial liabilities accounted under the Fair Value Option are disclosed in Note 6 Net<br />

gains arising from trading and hedging activities.<br />

The designation of the financial assets and liabilities at fair value through profit and loss is performed whenever at least one of the requirements is fulfilled:<br />

– the assets and liabilities are managed, evaluated and reported internally at its fair value;<br />

– the designation eliminated or significantly reduced the accounting mismatch of the transactions;<br />

– the assets and liabilities include derivatives that significantly change the cash-flows of the original contracts (host contracts).<br />

The financial assets and liabilities at fair value through profit and loss are initially accounted at their fair value, with the expenses and income related to the transactions<br />

being recognized in profit and loss and subsequently measured at fair value. The subsequent expenses and income resulting from changes in the fair value and the<br />

related dividends are recognized in Net gains arising from trading and hedging activities of the statement of income. The accrual of interest and premium/discount<br />

(when applicable) is recognized in Net Interest Income according with the effective interest rate of each transaction, as well as that of the derivatives associated to<br />

financial instruments classified as Fair Value Option.<br />

2) Financial assets available for sale<br />

Financial assets available for sale held with the purpose of being maintained by the Group, namely bonds, Treasury Bills or shares, are classified as available for sale,<br />

except if they are classified as trading in another category of financial assets. The financial assets available for sale are initially accounted at fair value, including all<br />

expenses or income associated with the transactions. The financial assets available for sale are subsequently measured at fair value. The changes in fair value are<br />

accounted for against fair value reserves until they are sold or an impairment loss exists. In the sale of the financial assets available for sale, the accumulated gains or<br />

losses recognized as fair value reserves are recognized under Net gains and losses arising from available for sale financial assets. Interest income from debt instruments<br />

is recognized based on the effective interest rate, considering the useful life of the asset. In the situations where there is premium or discount associated to the assets,<br />

the premium or discount is included in the calculation of the effective interest rate. Dividends are recognized in income statement when the right to receive the<br />

dividends is attributed.<br />

3) Financial assets held-to-maturity<br />

The financial assets held-to-maturity include financial assets, except derivatives, with fixed or determined payments and fixed maturity, for which the Group has the<br />

intention and the capacity of maintaining until the maturity of the assets and that were not included in the category of financial assets at fair value through profit and<br />

loss or financial assets available for sale. These financial assets are initially recognised at fair value and subsequently measured at amortised cost. The impairment losses<br />

are recognised in profit and loss.<br />

Any reclassification or sale of the financial assets included in this category, which is not performed near the maturity of the assets, will require the Group to reclassify<br />

this portfolio of financial assets for sale and the Group will not be allowed to classify any assets under this category for the following two years.<br />

4) Loans and receivables<br />

The Group also has financial assets classified in loans and receivables when the management’s intention is not its immediate sale or in a near future.<br />

As an example, the Group may account unquoted bonds in this category. The financial assets recognised in this category are initially accounted at fair value and<br />

subsequently at amortised cost net of impairment. The transaction costs are initially recognised in the balance sheet and amortised through profit and loss, based on<br />

the effective interest rate method.<br />

5) Other financial liabilities<br />

The other financial liabilities are all financial liabilities that are not accounted as financial liabilities at fair value through profit and loss. This category includes money<br />

market transactions, deposits from customers and from other financial institutions, issued debt, and other transactions.<br />

ii) Impairment<br />

An assessment is made at each balance sheet date as to whether there is any objective evidence of impairment, namely circumstances where an adverse impact on<br />

estimated future cash flows of the financial asset or group of financial assets can be reliably estimated based on a significant or prolonged decrease in the fair value,<br />

below the acquisition cost.<br />

If an available-for-sale asset is determined to be impaired, the cumulative loss (measured as the difference between the acquisition cost and the current fair value, less<br />

any impairment loss on that financial asset previously recognised in the income statement) is removed from fair value reserves and recognised in the income statement.<br />

If, in a subsequent period, the fair value of a debt instrument classified as available-for-sale increases and the increase can be objectively related to an event occurring


46 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

after the impairment loss was recognised in the income statement, the impairment loss is reversed through the income statement. The impairment losses recognised<br />

in equity instruments classified as available for sale, when reverted, are recognized against reserves.<br />

(iii) Embedded derivatives<br />

Embedded derivatives should be accounted for separately as derivatives if the economic risks and benefits of the embedded derivative are not closely related to the<br />

host contract, unless the hybrid (combined) instrument is not initially measured at fair value with changes through profit and loss. Embedded derivatives are classified<br />

as trading and accounted for at fair value with changes through profit and loss.<br />

e) Derivatives hedge accounting<br />

(i) Hedge accounting<br />

The Group uses derivative financial instruments to hedge its exposure to currency and interest rate risks, resulting from financing and investment activities. However,<br />

derivatives not qualified for hedging are accounted for as trading instruments.<br />

Derivative hedging instruments are stated at fair value and gains and losses on remeasurement are recognized in accordance with the hedging accounting model<br />

adopted by the Group. An hedge relationship exists when:<br />

– at the inception of the hedge there is formal documentation of the hedge;<br />

– the hedge is expected to be highly effective;<br />

– the effectiveness of the hedge can be reliably measured;<br />

– the hedge is valuable in a continuous basis and highly effective throughout the reporting period; and<br />

– for hedges of a forecasted transaction, the transaction is highly probable and presents an exposure to variations in cash flows that could ultimately affect net profit<br />

or loss.<br />

When a derivative financial instrument is used to hedge exchange rate fluctuations arising from monetary assets or liabilities, no hedge accounting model was applied.<br />

Any gain or loss associated to the derivative and exchange rate differences related with the related monetary items were recognized through income.<br />

(ii) Fair value hedge<br />

Changes in the fair value of derivatives that are designated and qualify as fair value hedge instruments are recorded in the income statement, together with changes<br />

in the fair value of the asset or liability or group thereof that are attributable to the hedged risk. If the hedge relationship no longer meets the criteria for hedge<br />

accounting, the cumulative adjustment to the carrying amount of an hedged item for which the effective interest method is used is amortised through the income<br />

statement over the residual period to maturity.<br />

(iii) Cash flow hedge<br />

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in equity. Any gain or loss relating<br />

to an ineffective portion is immediately recognised in the income statement.<br />

Amounts accumulated in equity are reclassified to the income statement in the periods in which the hedged item will affect profit or loss. However, when the<br />

forecasted transaction being is hedged results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously deferred in equity<br />

are transferred from equity and included in the initial measurement of the cost of the asset or liability.<br />

When a hedge instrument expires or is sold, or when the hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at<br />

that time remains in equity until the forecasted transaction is ultimately recognised in the income statement. When a forecasted transaction is no longer expected<br />

to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement.<br />

(iv) Hedge effectiveness<br />

For each hedge relation in order to be classified as such according to IAS 39, effectiveness has to be demonstrated. As such the Group performs prospective tests<br />

at the beginning date of the operations and retrospective tests in order to demonstrate in each reporting period the effectiveness, showing that the changes in the<br />

fair value of the hedging instrument are neutralized by the changes in the hedged item for the risk covered. Any ineffectiveness is recognised immediately in the income<br />

statement.<br />

(v) Hedge of a net investment in a foreign operation<br />

Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging instrument relating to the effective<br />

portion of the hedge is recognised in equity; the gain or loss relating to the ineffective portion is immediately recognised in the income statement. Gains and losses<br />

accumulated in equity related to the investment in a foreign operation and to the associated hedge operation are included in the income statement on the disposal<br />

of the foreign operation as part of the gain or loss from the disposal.<br />

f) Reclassifications between financial instruments categories<br />

In October 2008, the IASB issued a change to the IAS 39 – Reclassification of Financial Assets (Amendments to IAS 39 Financial Investments: Recognition and<br />

Measurement and IFRS 7: Financial Investments Disclosures).<br />

This change allowed an entity to transfer financial assets from financial assets at fair value through profit and loss – trading to financial assets available for sale, to Loans<br />

and Receivables or to financial assets held-to-maturity, as long as these financial assets comply with the characteristics of an each category. The Group adopted this<br />

possibility for a group of financial assets on 1 July 2008 and 31 October 2008 as disclosed in note 22.<br />

Transfer of Financial assets available for sale to "Loans and receivables" and "Held to maturity" are also authorised. Transfers from and to assets and liabilities decided<br />

by the Bank ("Fair value option") are prohibited.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 47<br />

g) Derecognition<br />

The Group derecognizes financial assets when all rights to future cash flows have expired or the assets are transferred. In the event of a transferral of assets,<br />

derecognition can only occur either when risks and rewards have substantially been transferred or the Group has not retained control of the assets.<br />

The Group derecognizes financial liabilities when these are discharged, cancelled or extinguished.<br />

h) Equity instruments<br />

An instrument is classified as an equity instrument when there is no contractual obligation at settlement to deliver cash or another financial asset to another entity,<br />

independently from its legal form, and shows a residual interest in the assets of an entity after deducting all of its liabilities.<br />

Transaction costs directly attributable to an equity transaction are recognised under shareholders’ equity and accounted for as a deduction from the amount issued.<br />

Amounts paid or received related to sales or acquisitions of equity instruments are recognised in shareholders’ equity, net of transaction costs as treasury stock.<br />

Distributions to holders of an equity instrument are deducted from shareholders’ equity as dividends when declared.<br />

Preference shares issued by the Group are considered as an equity instrument when redemption of the shares is solely at the discretion of the issuer and dividends<br />

are paid at the discretion of the Group.<br />

Income from equity instruments (dividends) are recognised when its payment is done.<br />

i) Compound financial instruments<br />

Non-derivative financial instruments that contain both a liability and an equity component (convertible bonds) are classified as compound financial instruments. For<br />

those instruments to be considered as compound financial instruments, the terms of its conversion to ordinary shares (number of shares) does not vary with changes<br />

in their fair value. The liability component corresponds to the present value of the future interest and principal payments, discounted at the market rate of interest<br />

applicable to similar liabilities that do not have a conversion option. The equity component corresponds to the difference between the proceeds of the issue and the<br />

amount attributed to the liability. The interest expense recognised in the income statement is calculated using the effective interest method.<br />

j) Securities borrowing and lending business and repurchase transactions<br />

(i) Securities borrowing and lending<br />

Securities lent under securities lending arrangements continue to be recognized in the balance sheet and are measured in accordance with the accounting policy for<br />

assets held for trading or available-for-sale as appropriate. Cash collateral received in respect of securities lent is recognized as a financial liability. Securities borrowed<br />

under securities borrowing agreements are not recognized. Cash collateral placements in respect of securities borrowed are recognized under loans and advances<br />

to either banks or customers. Income and expenses arising from the securities borrowing and lending business are recognized on an accrual basis over the period of<br />

the transactions and are included in interest income or expense.<br />

(ii) Repurchase agreements<br />

Investments sold under repurchase agreements at a predetermined price ('repos') continue to be recognized in the balance sheet and are measured in accordance<br />

with the accounting policy for either assets held for trading or available-for-sale as appropriate. The proceeds from the sale of the investments are reported as liabilities<br />

to either banks or customers. Investments purchased subject to commitments to resell them at future dates ('reverse repos') are not recognized on the balance sheet<br />

and the amounts paid are recognized in loans to either banks or customers.<br />

The difference between the sale and repurchase conditions is recognized on an accrual basis over the period of the transaction and is included in interest and income<br />

or expenses.<br />

k) Non-current assets held for sale<br />

Non-current assets or disposal groups (groups of assets to be disposed of together and related liabilities that include at least a non-current asset) are classified as<br />

held for sale when the assets or disposal groups are available for immediate sale and its sale is highly probable.<br />

The Group also classifies as non-current assets held for sale those non-current assets or disposal groups acquired exclusively with a view to its subsequent disposal,<br />

that are available for immediate sale and its sale is highly probable.<br />

Immediately before classification as held for sale, the measurement of the non-current assets or all assets and liabilities in a disposal group, is performed in accordance<br />

with the applicable IFRS. After their reclassification, these assets or disposal groups are measured at the lower between their carrying amount determined annually<br />

in accordance with the applicable IFRS and the fair value less costs to sell.<br />

l) Finance lease transactions<br />

Finance lease transactions for a lessee are recorded at the inception date of the lease as an asset and liability, at the fair value of the leased asset, which is equivalent<br />

to the present value of the future lease payments.<br />

Lease rentals are apportioned between the finance charge and amortisation of the capital outstanding. The finance charge is allocated to the periods during the lease<br />

term so as to produce a constant periodic rate of interest on the remaining liability balance for each period.<br />

Assets held under finance leases for a lessor are recorded in the balance sheet as a receivable at an amount equal to the net investment in the lease.<br />

Lease rentals are apportioned between the financial income and amortisation of the capital outstanding.<br />

Recognition of the financial result reflects a constant periodical return rate over the remaining net investment of the lessor.


48 Relatório e Contas <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

m) Interest income and expense<br />

Interest income and expense for all financial instruments measured at amortised cost are recognised in the income statement using the effective interest method.<br />

The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument (or, when<br />

appropriate, a shorter period), to the net carrying amount of the financial asset or financial liability.<br />

When calculating the effective interest rate, the Group estimates future cash flows considering all contractual terms of the financial instrument but without considering<br />

future impairment losses. The calculation includes all fees considered as included in the effective interest rate, transaction costs and all other premiums or discounts<br />

directly related with the transaction.<br />

If financial asset or a group of similar financial assets has been written down as a result of an impairment loss, interest income is recognised using the rate of interest<br />

used to discount the future cash flows for the purpose of measuring the impairment loss.<br />

For derivative financial instruments, except those classified as hedging instruments of interest rate risk, the interest component is not separated from the changes in<br />

the fair value and is classified under net losses/gains from financial assets. For hedging derivatives of interest rate risk, the interest component of the changes in their<br />

fair value is recognised under interest and similar income or interest expense and similar charges.<br />

n) Fee and commission income<br />

Fees and commissions are recognised according to the following criteria:<br />

– Fees and commissions which are earned as services are provided and recognised in income over the period in which the service is being provided;<br />

– Fees and commissions that are earned on the execution of a significant act, are recognised as income when the service is completed.<br />

Fees and commissions that are an integral part of the effective interest rate of a financial instrument are recognised in the net margin.<br />

o) Results arising from trading and hedging activities and available for sale financial assets<br />

The results arising from trading and hedging activities and available for sale financial assets correspond to gains and losses arising from financial assets and liabilities<br />

classified as trading (including fair value changes and interest on derivatives and embeded derivatives) and the corresponding dividends. Also included are the gains<br />

and losses arising from the available for sale financial assets portfolio, and the changes of the fair value of the hedging derivatives and the hedged items, when applicable.<br />

p) Fiduciary activities<br />

Assets held in the scope of fiduciary activities are not recognized in the consolidated financial statements of the Group. Fees and commissions arising from this activity<br />

are recognised in the income statement in the year to which they relate.<br />

q) Property and equipment<br />

Property and equipment are stated at deemed cost less accumulated depreciation and impairment losses. Subsequent costs are recognised as a separate asset only<br />

when it is probable that future economic benefits associated with the item will flow to the Group. All other repairs and maintenance are charged to the income<br />

statement during the financial period in which they are incurred.<br />

The Group performs impairment testing whenever events or circumstances show that the book value exceeds the recoverable amount. The difference between the<br />

book value and recoverable amount is charged to the profit and loss.<br />

Depreciation is calculated on a straight-line basis, over the following periods which correspond to their estimated useful life:<br />

Number of years<br />

Premises 50<br />

Expenditure on freehold and leasehold buildings 10<br />

Equipment 4 to 12<br />

Other fixed assets 3<br />

Whenever there is an indication that a fixed tangible asset might be impaired, its recoverable amount is estimated and a impairment loss is recognized if the net value<br />

of the asset exceeds that recoverable amount.<br />

The recoverable amount is determined as the higher between the sale price net of sale costs and its value in use calculated based on the present value of future<br />

cash-flows estimated to be obtained from the continued use of the asset and its sale at the end of the useful life.<br />

The impairment losses of the fixed tangible assets are recognized in profit and loss.<br />

r) Intangible Assets<br />

Research and development expenditure<br />

The Group does not capitalised any research and development costs. All expenses are recognized as costs in the year in which they occur.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 49<br />

Software<br />

The Group accounts as intangible assets the costs associated to software acquired from external entities and performs to a linear depreciation by an estimated period<br />

of three years. The Group does not capitalize internal costs arising from software development.<br />

s) Assets arising out of recovered loans<br />

The Group, following the requirements of IFRS 5, classifies as non-current assets held for sale the buildings arising out of recovered loans for which there is a sale<br />

agreement for the next 12 months. These assets accounted for in accordance with the accounting policy presented in note 1 k) are recognised by the amount agreed<br />

in the sale agreement.<br />

Assets arising out of recovered loans include buildings and other assets arising from the settlement of loan contracts for which there is not sale agreement. These<br />

assets are recognised in ‘Other assets’, considering that the holding period until the sale of these assets is in the majority of the cases more than one year. These assets<br />

are inicially measured by the lower of its fair value net of expenses and the carrying amount of the loan at the date of possession of the asset, either through<br />

agreement or judicial auction.<br />

Fair value is based on the market value, being determined based on the expected selling price estimated through periodic valuations performed by the Group.<br />

Subsequent measurement of these assets is at the lower between its carrying amount and fair value net of expenses and are not subject to depreciation.<br />

Any subsequent write-down of the acquired asset to fair value is recorded as an impairment loss and included in the income statement.<br />

t) Cash and cash equivalents<br />

For the purposes of the cash flow statement, cash and cash equivalents comprise balances with less than three months’ maturity from the balance sheet date, including<br />

cash and deposits with banks.<br />

Cash and cash equivalents exclude restricted balances with central banks.<br />

u) Offsetting<br />

Financial assets and liabilities are offset and the net amount is reported in the balance sheet when the Group has a legally enforceable right to offset the recognized<br />

amounts and the transactions are intended to be settled on a net basis.<br />

v) Foreign currency transactions<br />

Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign<br />

currencies, which are stated at historical cost, are translated at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are<br />

recognized in the income statement. Non-monetary assets and liabilities denominated in foreign currencies, which are stated at historical cost, are translated at the<br />

foreign exchange rate ruling at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are<br />

translated to the reporting currency at the foreign exchange rates ruling at the dates when the fair values were determined.<br />

w) Employee benefits<br />

Defined benefit plans<br />

The Group has the responsability to pay to their employees retirement pensions and widow and orphan benefits and permanent disability pensions, in accordance<br />

with the agreement entered with the collective labour agreements. These benefits are estimated in the pensions plans ‘Plano ACT’ and ‘Plano ACTQ’ of the Pension<br />

Plan of <strong>BCP</strong> Group, which corresponds to the referred collective labour agreements (the conditions are estimated in the private social security of the banking sector<br />

for the constitution of the right to receive a pension).<br />

As for the benefits estimated in the two previous pensions plans, the Group also assumes the responsability, if some conditions are met in each year, of the attribution<br />

of a complementary plan to the employees of the Group, after due consideration of the requirements of the collective labour agreements applicable to each sector<br />

(complementary plan). The Group’s net obligation in respect of pension plans (defined benefit pensions plan) is calculated annually at each balance sheet date.<br />

The Group opted at the IFRS transition date, as at 1 January 2004, for the retrospective application of IAS 19, performing the recalculation of the pension obligations<br />

and the corresponding actuarial gains and losses which will be deferred under the corridor method as defined in IAS 19. The calculation is made using the projected<br />

unit credit method and following actuarial and financial assumptions in line with the parameters required by IAS 19.<br />

The current services cost plus the interest cost on the unwinding of the Pension liabilities less the expected return on the Plan assets are recorded in operational<br />

costs.<br />

The Group’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees<br />

have earned in return for their service in the current and prior periods. The benefit is discounted in order to determine its present value, using a discount rate<br />

determined by reference to interest rates of high-quality corporate bonds that have maturity dates approximating the terms of the Group’s obligations. The net<br />

obligations are determined after the deduction of the fair value of the assets of the Pensions Plan.<br />

Employee benefits, other than pension plans, namely post retirement health care benefits and benefits for widow and sons for death before retirement are also<br />

included in the benefit plan calculation.<br />

Costs arising from early retirements, as well as the corresponding actuarial gains and losses are recognized in the income statement on the year in which the early<br />

retirement is approved and announced.<br />

Under the ‘corridor’ method, actuarial gains and losses not recognized, exceeding 10% of the greater of the present value of the defined benefit obligation and the<br />

fair value of plan assets, are recognized in the income statement over a period of 20 years, corresponding to the expected remaining working life of the employees<br />

participating in the plan.<br />

The funding policy of the Plan is to make annual contributions by each Group company so as to cover the projected benefits obligations, including the non-contractual<br />

projected benefits. The minimum level required is 100% regarding the liability with pensioners and 95% regarding the employees in service.


50 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

Defined contributions plans<br />

For the defined Contributions Plan for the Complementary non-contractual retirement benefit attributable to the employees of the Group, obligations are recognised<br />

as an expense in profit and loss when they are due.<br />

Share based compensation plan (stock options)<br />

As at 31 of December 2008, there are no share based compensation plans in force.<br />

Variable remuneration paid to employees<br />

The Executive Board of Directors decides on the most appropriate criteria of allocation among employees.<br />

This variable remuneration is charged to income statement in the year to which it relates.<br />

x) Income tax<br />

Income tax on the income for the year comprises current and deferred tax effects. Income tax is recognized in the income statement, except to the extent that it<br />

relates to items recognized directly to reserves in which case it is recognized in reserves. Deferred taxes arising from the revaluation of financial assets available for<br />

sale and cash flow hedging derivatives are recognized in shareholders’ equity and are recognized in the profit and loss in the year the results that originated the deferred<br />

taxes are recognized.<br />

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any<br />

adjustment to tax payable in respect of previous years.<br />

Deferred taxes are calculated in accordance with the liability method based on the balance sheet, considering temporary differences, between the carrying amounts<br />

of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes using the tax rates approved or substantially approved at balance<br />

sheet date for each jurisdiction and that is expected to be applied when the temporary difference is reversed.<br />

Deferred taxes assets are recognized to the extent when it is probable that future taxable profits, will be available to absorb deductible temporary differences for<br />

taxation purposes (including reportable taxable losses).<br />

The Group compensates, as established in IAS 12, paragraph 74 the deferred tax assets and liabilities if, and only if: (i) the entity has a legally enforceable right to set<br />

off current tax assets against current tax liabilities; and (ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation<br />

authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the<br />

assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or<br />

recovered.<br />

y) Segmental reporting<br />

A business segment is a distinguishable component of an entity that is engaged in providing an individual product or service or a group of related products or services<br />

and that is subject to risks and returns that are different from those of other business segments.<br />

A geographical segment is a distinguishable component of an entity that is engaged in providing products or services within a particular economic environment that<br />

are subject to risks and returns that are different from those segments operating in other economic environments.<br />

The Group controls its activity through the following major segments:<br />

Portugal<br />

– Retail Banking;<br />

– Private Banking and Asset Management;<br />

– Commercial and Corporate Banking;<br />

– Investment Banking.<br />

Foreign activity<br />

– Poland;<br />

– Greece.<br />

z) Provisions<br />

Provisions are recognised when (i) the Bank has a present obligation (legal or resulting from past practices or published policies that imply the recognition of certain<br />

responsibilities), (ii) it is probable that an outflow of economic benefits will be required to settle a present legal or constructive obligation as a result of past events<br />

and (iii) a reliable estimate can be made of the amount of the obligation.<br />

Provisions are reviewed at each balance sheet date and adjusted to reflect the best estimate, being reverted through profit and loss in the proportion of the payments<br />

that are probable.<br />

The provisions are derecognised through their use, for the obligations for which they were initially accounted.<br />

aa) Earnings per share<br />

Basic earnings per share are calculated by dividing net income available to ordinary shareholders by the weighted average number of ordinary shares outstanding<br />

during the year, excluding the average number of ordinary shares purchased by the Group and held as treasury stock.<br />

For the diluted earnings per share, the weighted average number of ordinary shares outstanding is adjusted to consider conversion of all dilutive potencial ordinary<br />

shares, such as convertible debt and stock options granted to employees. Potential or contingent share issues are treated as dilutive when their conversion to shares<br />

would decrease net earnings per share.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 51<br />

If the earnings per share are changed as a result of a issue with premium or discount or other event that changed the potential number of ordinary shares or as a<br />

result of changes in the accounting policies, the earnings per share for all presented periods should be adjusted retrospectively.<br />

ab) Insurance contracts<br />

The Group issues contracts that contain insurance risk, financial risk or a combination of both insurance and financial risk. A contract, under which the Group accepts<br />

significant insurance risk from another party, by agreeing to compensate that party on the occurrence of a specified uncertain future event, is classified as an insurance<br />

contract.<br />

A contract issued by the Group without significant insurance risk, but on which financial risk is transferred with discretionary participating features is classified as an<br />

investment contract recognized and measured in accordance with the accounting policies applicable to insurance contracts. A contract issued by the Group that<br />

transfers only financial risk, without discretionary participating features, is classified as an investment contract and accounted for as a financial instrument.<br />

The financial assets held by the Group to cover the liabilities arising under insurance and investment contracts are classified and accounted for in the same way as<br />

other financial assets.<br />

Insurance contracts and investment contracts with discretionary participating features are recognized and measured as follows:<br />

Premiums<br />

Gross premiums written are recognized for as income in the period to which they respect, in accordance with the accrual accounting principle.<br />

Reinsurance premiums ceded are accounted for as expense in the year to which they respect in the same way as gross premiums written.<br />

Provision for unearned premiums<br />

The provision for unearned gross premiums is based on the evaluation of the premiums written before the end of the year but for which the risk period continues<br />

after the year end. This provision is calculated using the pro-rata temporis method applied to each contract in force.<br />

ac) Critical accounting estimates and judgements in applying accounting policies<br />

IFRS set forth a range of accounting treatments and require the Executive Board of Directors and management to apply judgment and make estimates in deciding<br />

which treatment is most appropriate. The Executive Board of Directors was elected on 15 of January 2008 and the judments and estimates used, were based in the<br />

information, gathered from the internal analyses and the contacts with CMVM and Bank of Portugal during the course of the current supervisiory activities. The most<br />

significant of these accounting policies are discussed in this section in order to improve understanding of how their application affects the Group’s reported results<br />

and related disclosure.<br />

Considering that in some cases there are several alternatives to the accounting treatment chosen by management, the Group’s reported results would differ if a different<br />

treatment were chosen. Management believes that the choices made are appropriate and that the financial statements present the Group’s financial position and results<br />

fairly in all material aspects.<br />

The alternative outcomes discussed below are presented solely to assist the reader in understanding the financial statements and are not intended to suggest that<br />

other alternatives or estimates would be more appropriate.<br />

Impairment of available for-sale equity investments<br />

The Group determines that available-for-sale equity investments are impaired when there has been a significant or prolonged decrease in the fair value below its<br />

acquisition cost. This determination of what is significant or prolonged requires judgement. In making this judgement, the Group evaluates among other factors, the<br />

volatility in the prices of the financial assets.<br />

In addition, valuations are generally obtained through market quotation or valuation models that may require assumptions or judgment in making estimates of fair<br />

value.<br />

Alternative methodologies and the use of different assumptions and estimates could result in a higher level of impairment losses recognised with a consequent<br />

impact in the consolidated income statement of the Group.<br />

Impairment losses on loans and advances<br />

The Group reviews its loan portfolios to assess impairment losses on a regularly basis, as described in note 1 c).<br />

The evaluation process in determining whether an impairment loss should be recorded in the income statement is subject to numerous estimates and judgments.<br />

The probability of default, risk ratings, value of associated collaterals recovery rates and the estimation of both the amount and timing of future cash flows, among<br />

other things, are considered in making this evaluation.<br />

Alternative methodologies and the use of different assumptions and estimates could result in a different level of impairment losses with a consequent impact in the<br />

consolidated income statement of the Group.<br />

Fair value of derivatives<br />

Fair values are based on listed market prices if available; otherwise fair value is determined either by dealer price quotations (both for that transaction or for similar<br />

instruments traded) or by pricing models, based on net present value of estimated future cash flows which take into account market conditions for the underlying<br />

instruments, time value, yield curve and volatility factors. These pricing models may require assumptions or judgments in estimating their values.<br />

Consequently, the use of a different model or of different assumptions or judgments in applying a particular model could result in different financial results for a particular<br />

period.


52 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

Securitisations and special purpose entities<br />

The Group sponsors the formation of special purpose entities (SPEs) primarily for asset securitisation transactions and for liquidity purposes and/or capital management.<br />

The Group does not consolidate SPEs that it does not control. As it can sometimes be difficult to determine whether the Group does control a SPE, a judgement is<br />

made about the exposure to the risks and rewards, as well as about its ability to make operational decisions for the SPE in question (see note 1 b).<br />

The determination of the SPEs that needs to be consolidated by the Group requires the use of estimates and assumptions in determining the respective expected<br />

residual gains and losses and which party retains the majority of such residual gains and losses. Different estimates and assumptions, as for example for credit risks,<br />

anticipated liquidation and interest rate, could lead the Group to a different scope of consolidation with a direct impact in net income.<br />

In the scope of the application of this accounting policy and in accordance with note 21, the following SPEs resulting from securitization transactions were included<br />

in the consolidation perimeter: NovaFinance n. 3 and 4, Magellan n.5, Kion and Orchis Sp zo.o. The Group did not consolidate the following SPEs also resulting from<br />

securitization transactions: Magellan n. 1, 2, 3 and 4. For these SPEs, which are not recognized in the balance, the Group concluded that the main risks and the benefits<br />

were transferred, as the Group does not hold any security issued by the SPEs, neither is exposed to the performance of the credit portfolios.<br />

Income taxes<br />

The Group is subject to income taxes in numerous jurisdictions. Significant interpretations and estimates are required in determining the worldwide amount for income<br />

taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business.<br />

Different interpretations and estimates would result in a different level of income taxes, current and deferred, recognised in the year.<br />

The Portuguese Tax Authorities are entitled to review the Bank and its subsidiaries’ determination of its annual taxable earnings, for a period of four years or six years<br />

in case there are tax losses brought forward. Hence, it is possible that some additional taxes may be assessed, mainly as a result of differences in interpretation of the<br />

tax law. However, the Executive Board of Directors of the Bank, and those of its subsidiaries domiciled in Portugal are confident that material tax assessments do not<br />

have impact in the financial statements.<br />

Pension and other employees’ benefits<br />

Determining pension liabilities requires the use of assumptions and estimates, including the use of actuarial projections, estimated returns on investment, and other<br />

factors that could impact the cost and liability of the pension plan.<br />

Changes in these assumptions could materially affect these values.<br />

Goodwill<br />

On an annual basis, the Group performs an evaluation of the recoverable amount of the consolidation differences, based on the value in use or the fair value.<br />

According with IAS 36, the value in use should be determined based on the evaluation of the future estimated cash-flows, using all available information, which<br />

requires the use of judgment.<br />

2. Net interest income and net gains arising from trading, hedging and available for sale activities<br />

IFRS requires separate disclosure of net interest income and net gains from trading, hedging and available for sale (AFS) activities, as presented in notes 3, 6 and 7.<br />

A particular business activity can generate impact in net interest income and net gains arising from trading, hedging and AFS activities. This required disclosure, however,<br />

does not demonstrate that net interest margin and net gains from trading, hedging and AFS activities are generated by a range of different business activities.<br />

The amount of this account is comprised of:<br />

Net interest income 1,721,048 1,537,303<br />

Net gains from trading, hedging and AFS activities 18,<strong>09</strong>9 392,349<br />

2008<br />

2007<br />

1,739,147 1,929,652<br />

Euros '000


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 53<br />

3. Net interest income<br />

The amount of this account is comprised of:<br />

Euros '000<br />

Interest and similar income<br />

Interest on loans and advances 4,496,220 3,629,301<br />

Interest on trading securities 143,645 131,857<br />

Interest on other financial assets valued at fair value through profit and loss account 19,103 -<br />

Interest on available for sale securities 180,855 165,999<br />

Interest on held to maturity securities 12,670 -<br />

Interest on hedging derivatives 82,935 70,259<br />

Interest on derivatives associated to financial instruments through profit and loss account 13,500 5,907<br />

Interest on deposits and other investments 320,669 328,864<br />

5,269,597 4,332,187<br />

Interest expense and similar charges<br />

Interest on deposits and inter-bank funding 1,922,155 1,387,464<br />

Interest on securities sold under repurchase agreement 27,299 37,317<br />

Interest on securities issued 1,340,239 1,280,088<br />

Interest on hedging derivatives 54,088 54,948<br />

Interest on derivatives associated to financial instruments through profit and loss account 41,268 11,990<br />

Interest on other financial liabilities valued at fair value through profit and loss account 163,500 23,077<br />

3,548,549 2,794,884<br />

Net interest income 1,721,048 1,537,303<br />

The amount of Interest on loans and advances includes the amount of Euros 26,744,000 (31 December 2007: Euros 25,237,000) related to commissions which are<br />

accounted for under the effective interest method, as referred in the accounting policy, note 1 c).<br />

2008<br />

2007<br />

4. Dividends from equity instruments<br />

The amount of this account is comprised of:<br />

Euros '000<br />

2008<br />

2007<br />

Dividends from available for sale securities 36,759 27,472<br />

Other 57 449<br />

36,816 27,921<br />

The amount of Dividends from available for sale securities corresponds to dividends received during the year.<br />

5. Net fees and commissions income<br />

The amount of this account is comprised of:<br />

Euros '000<br />

2008<br />

2007<br />

Fees and commissions income:<br />

From guarantees 79,152 77,911<br />

From credit and commitments 254 361<br />

From banking services 551,683 522,030<br />

From insurance activity 483 2,082<br />

From other services 265,578 323,479<br />

897,150 925,863<br />

Fees and commissions expenses:<br />

From guarantees 841 742<br />

From banking services 110,325 206,136<br />

From insurance activity 513 652<br />

From other services 45,054 53,750<br />

156,733 261,280<br />

Net fees and commission income 740,417 664,583<br />

The balance Commissions expenses from banking services included, as at 31 December 2007, the amount of Euros 88,694,000 related to the costs incurred with<br />

the Public Tender Offer for the acquisition of BPI, S.A. The referred amounts were recognized as cost for the period following the fact that the Public Tender Offer<br />

was unsuccessful, as established in IFRS 3.<br />

This referred caption also included in 2007 the amount of Euros 14,500,000 related to the costs incurred with the merger negociations with BPI, S.A., during the<br />

fourth quarter of 2007.


54 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

6. Net gains / (losses) arising from trading and hedging activities<br />

The amount of this account is comprised of:<br />

2008<br />

2007<br />

Gains arising on trading and hedging activities:<br />

Foreign exchange activity 8,310,077 2,308,637<br />

Financial instruments associated to financial instruments through profit and loss account<br />

Held for trading<br />

Securities 87,139 81,892<br />

Derivatives associated to financial instruments through profit and loss account 285,670 30,341<br />

Other financial instruments derivatives 2,232,445 1,313,472<br />

Other financial instruments through profit and loss account 152,938 21,748<br />

Headging accounting<br />

Hedging derivatives 2,057,561 977,074<br />

Hedged item 143,625 54,182<br />

Other activity 59,651 32,312<br />

13,329,106 4,819,658<br />

Losses arising on trading and hedging activities:<br />

Foreign exchange activity 8,226,252 2,144,988<br />

Financial instruments associated to financial instruments through profit and loss account<br />

Held for trading<br />

Securities 89,522 92,943<br />

Derivatives associated to financial instruments through profit and loss account 321,814 29,594<br />

Other financial instruments derivatives 2,185,578 1,268,332<br />

Other financial instruments through profit and loss account 48,776 5,841<br />

Headging accounting<br />

Hedging derivatives 1,895,290 985,1<strong>09</strong><br />

Hedged item 270,594 50,478<br />

Other activity 13,649 43,235<br />

13,051,475 4,620,520<br />

Net gains / (losses) arising from trading and hedging activities 277,631 199,138<br />

Euros '000<br />

The balance Net gains arising from trading and hedging activities, includes for the year ended at 31 December 2008, for the financial instruments through profit and<br />

loss account a gain of Euros 88,273,000 (2007: Gain of Euros 8,044,000) which reflects the fair value changes arising from changes in the credit risk (spread) of<br />

operations.<br />

The caption Net gains arising from trading and hedging activities - Financial instruments associated to financial intruments through profit and loss account - held for<br />

trading - other financial instruments derivatives also includes the amount of Euros 118,400,000 resulting from the discontinuance of an interest rate hedging relationship<br />

of a mortgage backed bond issue due to the break of its effectiveness. The discontinuance was decided in accordance with paragraph 91, c) of IAS 39.<br />

7. Net gains / (losses) arising from available for sale financial assets<br />

The amount of this account is comprised of:<br />

Euros '000<br />

Gains arising from available for sale financial assets 32,945 308,924<br />

Losses arising from available for sale financial assets (292,477) (115,713)<br />

Net gains / (losses) arising from available for sale financial assets (259,532) 193,211<br />

The value Losses arising from available for sale financial assets includes, for 2008, the amount of Euros 268,076,000 (2007: Euros 79,838,000) related with impairment<br />

losses for the investment held in Banco BPI S.A. recognized as a result of a significative decrease in the share price of this entity, during 2008, and whose recognition<br />

was made in accordance with the accounting policy described in note 1 d).<br />

As referred in note 22, Banco Comercial Português S.A. established in December 2008 a contract for the sale of 87,214,836 shares, or 9.69%, of Banco BPI. As a<br />

result of the execution of this contract Banco Comercial Português ceased to hold a qualified position in Banco BPI, S.A.<br />

The value Gains arising from available for sale financial assets includes, for 2007, the amounts of Euros 173,321,000 and Euros 116,887,000 related with the gains arising<br />

from the sale of shares of EDP - Energias de Portugal and Banco Sabadell, respectively, as referred in notes 22 and 40. The investment held in Banco Sabadell was<br />

sold to the <strong>BCP</strong> Group Pension Fund.<br />

2008<br />

2007


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 55<br />

8. Other operating income<br />

The amount of this account is comprised of:<br />

Euros '000<br />

2008<br />

2007<br />

Operating income<br />

Income from services 59,887 62,372<br />

Cheques and others 26,834 31,039<br />

Other operating income 34,693 77,050<br />

121,414 170,461<br />

Operating costs<br />

Indirect taxes 38,770 35,319<br />

Donations and quotizations 5,116 6,745<br />

Other operating expenses 19,948 30,536<br />

63,834 72,600<br />

57,580 97,861<br />

9. Staff costs<br />

The amount of this account is comprised of:<br />

Euros '000<br />

Remunerations 623,595 632,792<br />

Mandatory social security charges 236,076 325,050<br />

<strong>Vol</strong>untary social security charges 41,824 16,439<br />

Other staff costs 13,812 31,946<br />

As referred in note 48, the balance Mandatory social security charges includes, for 2008, the amount of Euros 143,678,000 (2007: Euros 90,861,000) related to the<br />

pension cost for the year. The referred amount included, for 2008, the amount of Euros 7,789,000 (2007: Euros 41,695,000) related to early retirements during the<br />

period.<br />

For the exercise of its functions, members of the Executive Board of Directors did not received remunerations besides those that are communicated. Therefore,<br />

considering that the remuneration of members of the Executive Board of Directors intend to compensate the functions that are performed directly in the Bank and<br />

all other functions on subsidiaries or other companies for which they have been designated by indication or representing the Bank, in the later case, the net amount<br />

of the remunerations annualy received by each member are deducted to the fixed annual remuneration.<br />

The remunerations paid to the members of the Executive Board of Directors in 2008 amounted to Euros 3,413,000 (2007: Euros 4,710,000), with Euros 367,000<br />

paid by subsidiaries or companies whose governing bodies represent interests in the Group. During 2008 no variable remuneration was attributed to the members<br />

of the Executive Board of Directors.<br />

During 2008, the costs with Social Security and the contributions to the Pension Fund for members of the Executive Board of Directors amounted to Euros 1,031,000<br />

(2007: Euros 6,518,000).<br />

Considering that some members of the Executive Board of Directors were Directors of the Bank and companies Group during 2007 and until their election in 2008,<br />

fixed and variable remunerations were paid to them in the amount of Euros 1,001,000, the variable part being related to 2007.<br />

During the year of 2007, the Group accounted in staff costs the amount of Euros 78,864,000 related to liabilities with the retirement of the members of the Executive<br />

Board of Directors, occurred during the year.<br />

Additionally there was a termination of the contracts with three former Board members at 31 December 2007, for which the Group paid the amount of Euros<br />

18,700,000 as a compensation for the contract's conditions. Considering the amount provisioned and/or financed until that date regarding pension liabilities, the impact<br />

in the net income for the year was Euros 12,770,000, which was compensated by the reversal of the accrual of the attributable pluriannual variable remunerations.<br />

Regarding the retirement and termination of the employment contracts of the former members of the Executive Board of Directors, curtailment costs in the amount<br />

of Euros 16,633,000 were accounted for in 2007.<br />

The average number of employees by professional category, at service in the Group, is analysed as follows by category:<br />

Portugal<br />

2008<br />

2007<br />

915,307 1,006,227<br />

Management 1,293 1,247<br />

Managerial staff 1,932 1,967<br />

Staff 3,380 3,367<br />

Other categories 4,182 4,296<br />

10,787 10,877<br />

Abroad 11,303 9,447<br />

2008<br />

2007<br />

22,<strong>09</strong>0 20,324


56 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

10. Other administrative costs<br />

The amount of this account is comprised of:<br />

Euros '000<br />

2008<br />

2007<br />

Water, electricity and fuel 21,353 18,185<br />

Consumables 9,940 10,619<br />

Rents 146,354 124,896<br />

Communications 50,762 50,649<br />

Travel, hotel and representation costs 21,869 26,342<br />

Advertising 53,6<strong>09</strong> 50,992<br />

Maintenance and related services 46,237 41,341<br />

Credit cards and mortgage 21,664 17,808<br />

Advisory services 26,488 40,269<br />

Information technology services 26,193 23,272<br />

Outsourcing 93,706 97,946<br />

Other specialised services 27,965 24,535<br />

Training costs 3,313 3,514<br />

Insurance 15,632 16,372<br />

Legal expenses 9,073 12,136<br />

Transportation 11,896 12,118<br />

Other supplies and services 56,587 56,458<br />

642,641 627,452<br />

The balance Rents, includes, for 2008, the amount of Euros 121,844,000 (2007: Euros 103,470,000), related to rents paid regarding buildings used by the Group as<br />

leaser.<br />

11. Depreciation<br />

The amount of this account is comprised of:<br />

Euros '000<br />

2008<br />

2007<br />

Intangible assets:<br />

Software 14,114 12,449<br />

Other intangible assets 1,656 5,413<br />

15,770 17,862<br />

Property and equipment:<br />

Land and buildings 47,928 52,151<br />

Equipment<br />

Furniture 6,284 7,208<br />

Office equipment 5,294 5,828<br />

Computer equipment 22,580 15,385<br />

Interior installations 7,935 8,538<br />

Motor vehicles 1,877 1,868<br />

Security equipment 3,087 3,357<br />

Other tangible assets 2,088 2,699<br />

97,073 97,034<br />

112,843 114,896


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 57<br />

12. Loans impairments<br />

The amount of this account is comprised of:<br />

Euros '000<br />

2008<br />

2007<br />

Loans and advances to credit institutions:<br />

For overdue loans and credit risks<br />

Impairment for the year 19,178 2,574<br />

Write-back for the year (13,025) -<br />

6,153 2,574<br />

Loans and advances to customers:<br />

For overdue loans and credit risks<br />

Impairment for the year 959,675 665,975<br />

Write-back for the year (328,341) (261,330)<br />

Recovery of loans and interest charged-off (92,788) (146,970)<br />

538,546 257,675<br />

544,699 260,249<br />

The balance Impairment for the year is related to an estimate of the incurred losses determined according with the methodology for a regular evaluation of objective<br />

evidence of impairment, as described in note 1 c).<br />

13. Other provisions<br />

The amount of this account is comprised of:<br />

Euros '000<br />

2008<br />

2007<br />

Provision for other pensions benefits<br />

Charge for the year 573 370<br />

Write-back for the year (23) -<br />

Provision for guarantees and other commitments<br />

Charge for the year 22,240 14,254<br />

Write-back for the year (16,736) (15,027)<br />

Other provisions for liabilities and charges<br />

Charge for the year 29,701 60,173<br />

Write-back for the year (51,255) (10,675)<br />

(15,500) 49,<strong>09</strong>5<br />

14. Share of profit of associates under the equity method<br />

The contribution of the associated companies accounted for under the equity method to the Group's profit is as follows:<br />

Euros '000<br />

2008<br />

2007<br />

<strong>Millennium</strong><strong>bcp</strong> Fortis Group 30,647 60,532<br />

Amortization of value in force (VIF) for the <strong>Millennium</strong> <strong>bcp</strong> Fortis Group (18,088) (18,088)<br />

Other companies 6,521 8,771<br />

19,080 51,215


58 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

15. Gains / (losses) from the sale of subsidiaries and other assets<br />

The balance Gains / (losses) from the sale of other assets includes gains and losses arising from the sale of buildings.<br />

16. Income tax<br />

The charge for the years of 2008 and 2007 is comprised as follows:<br />

Euros '000<br />

2008<br />

2007<br />

Current tax 44,001 73,045<br />

Deferred tax<br />

Origination and reversal of temporary diferences 124,672 (31,569)<br />

Effect of changes in tax rate 28 2,728<br />

Tax losses utilized (84,703) 25,366<br />

39,997 (3,475)<br />

83,998 69,570<br />

The charge for income tax amounted to Euros 83,998,000 (2007: Euros 69,570,000), which represents an average tax rate of 24.6% of the consolidated net income<br />

before income tax (2007: 10.1%).<br />

The charge on temporary differences include the amount related to provisions that were disallowed for tax purposes and subject to tax in previous years whose<br />

recognition for tax purposes occured during the year and the deduction of dividends added in previous years.<br />

The main adjustments made to the accounting profit for the calculation of the net taxable profit arising from timing differences are as follows:<br />

– Changes arising from recognition in retained earnings of Pension Fund obligations and health care in the transition to IFRS, as well as the recognition of fair value<br />

reserves in AFS securities;<br />

– Loan impairment which, under the applicable legislation, were not considered for tax purposes in the current year, in the amount of Euros 84,081,000 (2007: Euros<br />

163,646,000), and will be deductible in future years when the losses are realised;<br />

– The difference between the charges of the year, which will be allowable for tax purposes in future periods, and the costs with early retirements accounted for prior<br />

years, which are deductible in the calculation of the net taxable income for the year, in accordance with apllicable tax regulations. The net amount to be deducted to<br />

taxable income is Euros 81,412,000 (2007: Euros 63,487,000);<br />

– Deduction of dividends distributed in the year, but made available on the previous year, in the amount of Euros 80,100,000;<br />

The main adjustments to net income to calculate the net taxable income, with a permanent nature, are as follows:<br />

– Net profit resulting from the “Zona Franca da Madeira” branches which is exempt for the calculation of the net taxable income within the legal limits, due to the<br />

applicable exemption until 31 December 2011, as well as the net profit of non-resident companies, in the amount of Euros 138,953,000 (2007: Euros 144,064,000);<br />

– Provisions not deductible under the applicable law, in the amount of Euros 50,724,000 (2007: Euros 89,753,000);<br />

– Dividends received which are not considered for calculating the net taxable profit, under the double taxation agreements, in the amount of Euros 27,267,000 (2007:<br />

Euros 25,756,000);<br />

– Charges on pensions in excess of the limit on staff costs in accordance with applicable law, in the amount of Euros 30,5<strong>09</strong>,000 (2007: Euros 334,000);<br />

– Deduction in the calculation of the net taxable profit of the tax benefits related to the granting of employment to young people as well as deduction of income<br />

from bonds issued by state entities of Mozambique and Angola, in the amount of Euros 17,714,000 (2007: Euros 29,219,000);<br />

– Reinstatements not accepted in the amount of Euros 15,207,000.<br />

The difference between the applicable nominal income tax rate and the average effective rate results from the adjustments considered in the calculation of the taxable<br />

income, under the current legislation.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 59<br />

The reconciliation of the standard tax rate to the effective tax rate is analysed as follows:<br />

2008<br />

2007<br />

% Euros ‘000 % Euros ‘000<br />

Profit before income taxes 342,0<strong>09</strong> 688,216<br />

Current tax rate 26.5% (90,632) 26.5% (182,377)<br />

Foreign tax rate effect (i) -3.7% 12,664 -2.3% 15,653<br />

Non deductible expenses (ii) 23.4% (80,073) 7.4% (51,160)<br />

Tax exempt income (iii) -28.3% 97,013 -20.5% 141,333<br />

Fiscal incentives (iv) -1.3% 4,510 -0.8% 5,272<br />

Utilization of losses brought forward 3.2% (10,780) 0.0% 334<br />

Tax rate effect 1.5% (5,121) 0.4% (2,729)<br />

Previous years corrections 3.0% (10,419) -0.9% 6,<strong>09</strong>5<br />

Autonomous tax and tax suported in foreign subsidiaries (v) 0.3% (1,160) 0.3% (1,991)<br />

24.6% (83,998) 10.1% (69,570)<br />

References:<br />

(i) Difference between the tax rates applicable to non-resident companies and the standard tax rate in Portugal;<br />

(ii) Corresponds to tax associated to non deductible provisions and Pensions expenses in excess of the limit on staff costs in accordance with the applicable legislation;<br />

(iii) Tax associated with the following tax exempted or non-taxable income:<br />

a) Dividends received which are not considered under the double taxation agreement, in the amount of Euros 25,194,000 (Tax: Euros 6,676,000);<br />

b) Profit from the “Zona Franca da Madeira” branches, and net income of non-resident companies, in the amount of Euros 138,953,000 (Tax: Euros 36,823,000);<br />

c) Net income of associated companies consolidated under the equity method, in the net amount of Euros 19,170,000 (Tax: Euros 5,080,000);<br />

(iv) Includes tax benefits resulting from granting employment to people under the age of 30, as well as on interest income of bonds issued by state entities in<br />

Mozambique and Angola in the amount of Euros 17,714,000 (Tax: Euros 4,477,000);<br />

(v) Corresponds to autonomous taxation, according with the current legislation, of representation and non-deductible vehicle costs.<br />

For the years 2008 and 2007, the amount of deferred taxes in the Income Statement is attributable to temporary differences arising from the following balances:<br />

2008 2007<br />

Euros '000<br />

Intangible assets 446 1,942<br />

Other tangible assets 4,430 (692)<br />

Impairment losses 106,865 (13,007)<br />

Pensions (26,614) (56,992)<br />

Derivatives - 38,503<br />

Tax losses utilized (91,656) 25,388<br />

Allocation of profits 16,202 (34,879)<br />

Others 30,324 36,262<br />

Deferred taxes 39,997 (3,475)


60 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

17. Earnings per share<br />

The earnings per share are calculated as follows:<br />

2008 2007<br />

Euros ’000<br />

Profit for the year 201,182 563,287<br />

Dividends on preference shares (48,910) (48,910)<br />

Adjusted profit 152,272 514,377<br />

Weighted average number of ordinary shares 4,460,655,866 4,011,791,353<br />

Basic earnings per share (euros) 0.03 0.13<br />

Diluted earnings per share (euros) 0.03 0.13<br />

In May 2008, following the decision of the General Assembly of Shareholders, Banco Comercial Português, S.A. increased its share capital from Euros 3,611,329,567<br />

to Euros 4,694,600,000 through the issue of 1,083,270,433 shares pursuant to the exercise of shareholders proportional rights with a nominal value of 1 Euro per<br />

share and a subscription price of 1.2 Euro per share. This fact was also considered when doing the average number of shares for the calculation of the basic and diluted<br />

earnings per share.<br />

The average number of shares indicated above, results from the number of existing shares at the beginning of each year, adjusted by the number of shares repurchased<br />

or issued in the period weighted by a time factor.<br />

The amount of dividends on preference shares corresponds to two issues by <strong>BCP</strong> Finance Company which considering the rules established in IAS 32 and in<br />

accordance with the accounting policy presented in note 1 h), were considered as equity instruments. The issues are analized as follows:<br />

– 5,000,000 Perpetual Non-cumulative Guaranteed Non-voting Preference Shares with par value of Euros 100 each, issued by <strong>BCP</strong> Finance Company on 9 June, 2004,<br />

amounting to Euros 500,000,000, issued to redeem the 8,000,000 Non-cumulative Guaranteed Non-voting Preference Shares with par value of Euros 50 each, issued<br />

by <strong>BCP</strong> Finance Company on 14 June, 1999, amounting to Euros 400,000,000.<br />

– 10,000 preference shares with par value of Euros 50,000 perpectual each without voting rights issued in 13 October 2005, in the amount of Euros 500,000,000,<br />

to redeem the 6,000,000 preference shares of Euros 100 each without voting rights, in the amount of Euros 600,000,000, issued by <strong>BCP</strong> Finance Company at<br />

28 September 2000.<br />

18. Cash and deposits at central banks<br />

This balance is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Cash 683,891 653,893<br />

Central banks 1,380,516 1,304,346<br />

2,064,407 1,958,239<br />

The balance Central banks includes deposits with Central Banks of the countries where the group operates to satisfy the legal requirements to maintain a cash reserve<br />

for which the value is based on the value of deposits and other liabilities. The cash reserve requirements, according with the European Central Bank System for Euro<br />

Zone, establishes the maintenance of a deposit with the Central Bank equivalent to 2% of the average value of deposits and other liabilities, during each reserve<br />

requirement period. The rate is different for countries outside the Euro Zone.<br />

19. Loans and advances to credit institutions repayable on demand<br />

This balance is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Credit institutions in Portugal 1,373 5,454<br />

Credit institutions abroad 496,793 188,192<br />

Amounts due for collection 550,182 627,053<br />

1,048,348 820,699<br />

The balance Amounts due for collection represents essentially cheques due for collection on other financial institutions.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 61<br />

20. Other loans and advances to credit institutions<br />

This balance is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Bank of Portugal 350,019 1,400,156<br />

Credit institutions in Portugal 898,614 935,618<br />

Credit institutions abroad 1,642,574 4,149,151<br />

2,891,207 6,484,925<br />

Overdue loans - less than 90 days 10,186 -<br />

Overdue loans - more than 90 days 1 222<br />

2,901,394 6,485,147<br />

Impairment for credit risk (9,049) (3,1<strong>09</strong>)<br />

2,892,345 6,482,038<br />

This balance is analysed by the period to maturity, as follows:<br />

2008 2007<br />

Euros ’000<br />

Up to 3 months 2,515,723 6,082,943<br />

3 to 6 months 178,372 22,586<br />

6 to 12 months 48,874 45,526<br />

1 to 5 years 129,282 327,993<br />

More than 5 years 18,956 5,877<br />

Undetermined 10,187 222<br />

2,901,394 6,485,147<br />

Impairment for credit risks in credit institutions for the Group is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Impairment for credit risks in credit institutions<br />

Balance on 1 January 3,1<strong>09</strong> 287<br />

Transfers (183) 277<br />

Impairment for the year 19,178 2,574<br />

Write-back for the year (13,025) -<br />

Exchange rate differences (30) (29)<br />

Balance on 31 December 9,049 3,1<strong>09</strong>


62 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

21. Loans and advances to customers<br />

This balance is analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Public sector 569,981 713,355<br />

Asset-backed loans 42,135,232 37,250,063<br />

Personal guaranteed loans 15,263,492 12,390,387<br />

Unsecured loans 5,812,190 4,805,808<br />

Foreign loans 4,663,056 4,425,482<br />

Factoring 1,687,351 1,492,881<br />

Finance leases 5,663,027 5,240,222<br />

75,794,329 66,318,198<br />

Overdue loans - less than 90 days 151,580 69,070<br />

Overdue loans - more than 90 days 699,561 485,513<br />

76,645,470 66,872,781<br />

Impairment for credit risk (1,480,456) (1,222,332)<br />

75,165,014 65,650,449<br />

As at 31 December 2008, the balance Loans and advances to customers includes the amount of Euros 3,708,740,000 (31 December 2007: Euros 2,667,661,000)<br />

regarding mortgage loans which are a collateral for asset-back securities issued by the Bank, as refered in note 46.<br />

The analysis of loans and advances to customers, by type of credit, is as follows<br />

Euros ’000<br />

2008 2007<br />

Loans not represented by securities<br />

Discounted bills 1,306,516 1,413,358<br />

Current account credits 5,414,334 5,302,990<br />

Overdrafts 2,358,634 1,757,356<br />

Loans 25,384,802 23,529,488<br />

Mortgage loans 31,183,421 27,581,903<br />

Factoring 1,687,351 1,492,881<br />

Finance leases 5,663,027 5,240,222<br />

72,998,085 66,318,198<br />

Loans represented by securities<br />

Commercial paper 2,487,178 -<br />

Bonds 3<strong>09</strong>,066 -<br />

2,796,244 -<br />

75,794,329 66,318,198<br />

Overdue loans - less than 90 days 151,580 69,070<br />

Overdue loans - more than 90 days 699,561 485,513<br />

76,645,470 66,872,781<br />

Impairment for credit risk (1,480,456) (1,222,332)<br />

75,165,014 65,650,449<br />

The balance Loans represented by securities includes, as at 31 December 2008, the amount of Euros 1,550,365,000 related to non derivatives financial assets (bonds<br />

and commercial paper) reclassified during 2008 from Financial assets available for sale caption to the Loans and advances to customers caption, as referred in<br />

note 22.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 63<br />

The analysis of loans and advances to customers by sector of activity is as follows:<br />

Euros ’000<br />

2008 2007<br />

Agriculture 681,364 560,834<br />

Mining 307,761 173,903<br />

Food, beverage and tobacco 808,888 666,205<br />

Textiles 644,174 693,895<br />

Wood and cork 339,421 323,583<br />

Printing and publishing 428,908 333,341<br />

Chemicals 1,243,7<strong>09</strong> 1,040,796<br />

Engineering 1,297,634 1,193,459<br />

Electricity, water and gas 933,782 596,7<strong>09</strong><br />

Construction 5,613,245 5,222,023<br />

Retail business 2,222,174 2,051,574<br />

Wholesale business 3,177,078 3,031,246<br />

Restaurants and hotels 1,318,438 1,<strong>09</strong>5,196<br />

Transports and communications 2,199,364 1,887,527<br />

Services 15,174,564 11,841,191<br />

Consumer credit 4,877,<strong>09</strong>0 4,645,345<br />

Mortgage credit 28,537,840 25,502,914<br />

Other domestic activities 933,139 935,159<br />

Other international activities 5,906,897 5,077,881<br />

76,645,470 66,872,781<br />

Impairment for credit risk (1,480,456) (1,222,332)<br />

75,165,014 65,650,449<br />

The analysis of loans and advances to customers, by maturity date and by sector of activity as at 31 December, 2008, is as follows:<br />

Loans<br />

Euros ’000<br />

Due within 1 year to Over Undetermined<br />

1 year 5 years 5 years maturity Total<br />

Agriculture 284,640 141,395 250,143 5,186 681,364<br />

Mining 148,447 83,071 73,174 3,069 307,761<br />

Food, beverage and tobacco 455,443 169,572 179,405 4,468 808,888<br />

Textiles 355,691 90,821 167,137 30,525 644,174<br />

Wood and cork 221,203 60,638 48,848 8,732 339,421<br />

Printing and publishing 200,228 112,520 112,7<strong>09</strong> 3,451 428,908<br />

Chemicals 688,689 294,848 254,964 5,208 1,243,7<strong>09</strong><br />

Engineering 677,882 272,787 317,075 29,890 1,297,634<br />

Electricity, water and gas 198,266 65,956 669,399 161 933,782<br />

Construction 2,894,865 1,402,963 1,141,079 174,338 5,613,245<br />

Retail business 1,102,752 501,613 586,263 31,546 2,222,174<br />

Wholesale business 1,857,828 545,984 694,111 79,155 3,177,078<br />

Restaurants and hotels 315,828 291,652 691,695 19,263 1,318,438<br />

Transports and communications 889,603 657,960 629,386 22,415 2,199,364<br />

Services 7,475,4<strong>09</strong> 3,344,014 4,245,899 1<strong>09</strong>,242 15,174,564<br />

Consumer credit 1,644,906 1,840,576 1,219,154 172,454 4,877,<strong>09</strong>0<br />

Mortgage credit 58,723 320,445 28,037,693 120,979 28,537,840<br />

Other domestic activities 510,432 177,919 238,436 6,352 933,139<br />

Other international activities 1,918,319 1,295,<strong>09</strong>3 2,668,778 24,707 5,906,897<br />

21,899,154 11,669,827 42,225,348 851,141 76,645,470


64 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

The analysis of loans and advances to customers, by type of credit and by maturity date as at 31 December, 2008, is as follows:<br />

Loans<br />

Euros ’000<br />

Due within 1 year to Over Undetermined<br />

1 year 5 years 5 years maturity Total<br />

Public sector 526,778 32,031 11,172 2,427 572,408<br />

Asset-backed loans 7,686,528 5,462,957 28,985,747 380,371 42,515,603<br />

Personal guaranteed loans 5,627,0<strong>09</strong> 437,543 9,198,940 153,837 15,417,329<br />

Unsecured loans 4,571,270 687,072 553,848 207,639 6,019,829<br />

Foreign loans 1,498,628 2,704,555 459,873 16,224 4,679,280<br />

Factoring 1,687,351 - - 5,863 1,693,214<br />

Finance leases 301,590 2,345,669 3,015,768 84,780 5,747,807<br />

21,899,154 11,669,827 42,225,348 851,141 76,645,470<br />

Loans and advances to customers includes the effect of transactions of traditional securitization owned by SPE's consolidated under SIC 12, in accordance with the<br />

accounting policy 1 b) and synthetic securitization.<br />

<strong>BCP</strong> Group engages mainly in the securitization of mortgage loans, corporate loans and consumer loans. For this purpose, traditional securitizations and synthetic<br />

securitizations are used through specifically created Special Purpose Entities (SPEs). As referred in accounting policy 1 b), when the substance of the relationships with<br />

the SPE's indicates that the Group holds control of the activities, the SPE's are fully consolidated.<br />

The balance Loans and advances to customers includes the following amounts related to securitization transactions, presented by type of transaction:<br />

Traditional Synthetic Total<br />

Euros ’000<br />

2008 2007 2008 2007 2008 2007<br />

Consumer credit 699,024 747,219 - - 699,024 747,219<br />

Mortgage loans 2,480,593 413,<strong>09</strong>6 - - 2,480,593 413,<strong>09</strong>6<br />

Finance leases 193,544 2<strong>09</strong>,021 - - 193,544 2<strong>09</strong>,021<br />

Commercial paper 510,198 - - - 510,198 -<br />

Loans to companies 1,961,842 - 2,430,546 2,762,024 4,392,388 2,762,024<br />

5,845,201 1,369,336 2,430,546 2,762,024 8,275,747 4,131,360<br />

During 2008, the Group issued four securitization transaction namely Magellan n.º 5 (Mortgage loans), Caravela SME (loans to small and medium enterprises) and<br />

Nova Finance n.º4 (Consumer credit) issued by Banco Comercial Português, S.A. and Kion Mortgage Finance PLC II (Mortgage loans) issued by <strong>Millennium</strong> Bank,<br />

S.A. (Greece). Considering the characteristics of these securitizations and as referred in note 1 g), these transactions were not derecognized from the Group's<br />

financial statements.<br />

Considering the process of periodical evaluation of credit impairment as described in note 1 c), the Group's credit portfolio splitted between credit impairment<br />

and credit not impaired is analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Total of loans 85,259,222 74,9<strong>09</strong>,770<br />

Loans and advances to customers with impairment<br />

Individually significant<br />

Gross amount 5,202,415 3,314,167<br />

Impairment (947,648) (649,141)<br />

Net book amount 4,254,767 2,665,026<br />

Parametric analysis<br />

Gross amount 3,868,240 3,552,381<br />

Impairment (325,464) (343,899)<br />

Net book amount 3,542,776 3,208,482<br />

Loans and advances to customers without impairment 76,188,567 68,043,222<br />

Impairment (IBNR) (285,073) (302,997)<br />

83,701,037 73,613,733<br />

The balance Total of loans includes the loans and advances to customers balance and the guarantees granted and commitments to third parties balance.<br />

The balances Impairment and Impairment (IBNR) were determined in accordance with accounting policy described in note 1 c), including the provision for guarantees<br />

and commitments to third parties.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 65<br />

The fair values of collaterals related to the loan portfolios, is analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Loans and advances to customers with impairment<br />

Individually significant<br />

Securities and other financial assets 735,853 188,958<br />

Home mortgages 421,820 275,195<br />

Other real-estate 1,133,833 735,793<br />

Other guarantees 197,759 512,962<br />

2,489,265 1,712,908<br />

Parametric analysis<br />

Securities and other financial assets 77,619 83,481<br />

Home mortgages 2,335,618 2,<strong>09</strong>1,759<br />

Other real-estate 362,265 363,204<br />

Other guarantees 242,085 450,355<br />

3,017,587 2,988,799<br />

Loans and advances to customers without impairment<br />

Securities and other financial assets 3,692,000 3,433,344<br />

Home mortgages 25,070,764 22,991,083<br />

Other real-estate 6,455,773 4,899,635<br />

Other guarantees 5,900,779 8,640,585<br />

41,119,316 39,964,647<br />

46,626,168 44,666,354<br />

According to Group's risk management policy, the amounts above do not include the fair value of the personal guarantees received from clients with low risk ratings.<br />

The Group is applying physical collaterals and financial guarantees as instruments to mitigate the credit risk. The physical collaterals are mainly mortgages on residential<br />

buildings for the mortgage portfolio and other mortgages on other types of buildings related to other types of loans. In order to reflect the market value, these<br />

collaterals are regularly reviewed based on independent and certified valuation entities or through the application of evaluation coefficients that reflect the market<br />

trends for each specific type of building and geographical area. The financial guarantees are reviewed based on the market value of the respective assets, when<br />

available, with the subsequent application of haircuts that reflect the volatility of their prices.<br />

Taking into consideration the present real estate and financial markets, the Group negotiated, during the year of 2008, physical and financial collaterals with their<br />

customers.<br />

The balance Loans and advances to customers includes the following amounts related to finance leases contracts:<br />

2008 2007<br />

Gross amount 7,273,580 6,775,018<br />

Interest not yet due (1,610,553) (1,534,796)<br />

Net book value 5,663,027 5,240,222<br />

Euros ’000<br />

The analysis of the financial leasing contracts by type of client, is presented as follows:<br />

Euros ’000<br />

2008 2007<br />

Individuals<br />

Home 153,298 161,479<br />

Consumer 120,184 144,743<br />

Others 328,543 331,444<br />

602,025 637,666<br />

Companies<br />

Mobiliary 2,233,908 1,985,818<br />

Mortgage 2,827,<strong>09</strong>4 2,616,738<br />

5,061,002 4,602,556<br />

5,663,027 5,240,222


66 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

Regarding the operational leasing, the Group does not present relevant contracts as leaser.<br />

In accordance with note 10, the balance Rents, includes as at 31 December 2008, the amount of Euros 121,844,000 (31 December 2007: Euros 103,470,000),<br />

corresponding to rents paid regarding buildings used by the Group as leaser.<br />

The loans portfolio includes restructured loans that have been formally negotiated with the clients, in order to reinforce collaterals, defer the maturity date or change<br />

the interest rate. The analysis of restructured loans by sector of activity is as follows:<br />

Euros ’000<br />

2008 2007<br />

Agriculture 5,339 4,976<br />

Mining 1,033 2,242<br />

Food, beverage and tobacco 5,235 2,762<br />

Textiles 15,391 17,866<br />

Wood and cork 3,464 538<br />

Printing and publishing 4,043 2,041<br />

Chemicals 5,726 344<br />

Engineering 20,036 18,387<br />

Electricity, water and gas 29 27<br />

Construction 11,742 10,171<br />

Retail business 5,679 6,943<br />

Wholesale business 11,496 16,903<br />

Restaurants and hotels 1,484 6,200<br />

Transports and communications 28,597 2,448<br />

Services 22,044 27,024<br />

Consumer credit 40,385 38,903<br />

Mortgage credit 13,323 7,5<strong>09</strong><br />

Other domestic activities 893 2,373<br />

Other international activities 3,588 2,004<br />

199,527 169,661<br />

The analysis of the overdue loans by sector of activity is as follows:<br />

Euros ’000<br />

2008 2007<br />

Agriculture 5,186 3,239<br />

Mining 3,069 1,308<br />

Food, beverage and tobacco 4,468 9,282<br />

Textiles 30,525 16,826<br />

Wood and cork 8,732 2,519<br />

Printing and publishing 3,451 2,354<br />

Chemicals 5,208 5,203<br />

Engineering 29,890 12,414<br />

Electricity, water and gas 161 88<br />

Construction 174,338 135,593<br />

Retail business 31,546 23,618<br />

Wholesale business 79,155 50,141<br />

Restaurants and hotels 19,263 9,628<br />

Transports and communications 22,415 27,032<br />

Services 1<strong>09</strong>,242 43,775<br />

Consumer credit 172,454 110,150<br />

Mortgage credit 120,979 88,794<br />

Other domestic activities 6,352 4,439<br />

Other international activities 24,707 8,180<br />

851,141 554,583


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 67<br />

The analysis of the overdue loans, by type of credit, is as follows:<br />

Euros ’000<br />

2008 2007<br />

Public sector 2,427 1,729<br />

Asset-backed loans 380,371 244,303<br />

Personal guaranteed loans 153,837 85,528<br />

Unsecured loans 207,639 158,162<br />

Foreign loans 16,224 7,086<br />

Factoring 5,863 5,890<br />

Finance leases 84,780 51,885<br />

851,141 554,583<br />

The movements of impairment for credit risk are analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Impairment for overdue loans and<br />

for other credit risks:<br />

Balance on 1 January 1,206,508 1,219,<strong>09</strong>8<br />

Transfers (14,653) (28,039)<br />

Impairment for the year 959,675 665,975<br />

Write-back for the year (328,341) (261,330)<br />

Loans charged-off (368,891) (389,884)<br />

Exchange rate differences (11,893) 688<br />

Balance on 31 December 1,442,405 1,206,508<br />

Impairment for restructured loans:<br />

Balance on 1 January 15,824 23,313<br />

Transfers 22,227 (7,489)<br />

Balance on 31 December 38,051 15,824<br />

1,480,456 1,222,332<br />

If the impairment loss decreases on a subsequent period to its initial accounting and this decrease can be objectively associated to an event that occurred after the<br />

recognition of the loss, the impairment in excess is charged-off.<br />

The table below presents the analysis of the credit risk by classes of overdue, as at 31 December, 2008:<br />

Classes of overdue<br />

Euros ’000<br />

Up to 3 months to 6 months 12 months to Over<br />

3 months 6 months 12 months 3 years 3 years Total<br />

Secured overdue loans 108,429 98,519 130,478 291,488 14,588 643,502<br />

Impairment 1,292 9,946 32,793 110,116 14,588 168,735<br />

Unsecured overdue loans 43,151 40,081 72,582 43,810 8,015 207,639<br />

Impairment 654 8,527 25,420 43,810 8,015 86,426<br />

Overdue loans 151,580 138,600 203,060 335,298 22,603 851,141<br />

Impairment for overdue loans 1,946 18,473 58,213 153,926 22,603 255,161<br />

Impairment for outstanding capital related to overdue loans and other credits 1,187,244<br />

Impairment for restructured loans 38,051<br />

Impairment for credit risks 1,480,456


68 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

The analysis of the impairment, by sector of activity, is as follows:<br />

Euros ’000<br />

2008 2007<br />

Agriculture 42,487 41,820<br />

Mining 16,872 14,081<br />

Food, beverage and tobacco 31,140 25,340<br />

Textiles 38,883 50,850<br />

Wood and cork 13,<strong>09</strong>7 5,070<br />

Printing and publishing 5,987 6,683<br />

Chemicals 7,346 12,650<br />

Engineering 62,368 49,602<br />

Electricity, water and gas 4,133 749<br />

Construction 167,407 159,616<br />

Retail business 50,931 36,143<br />

Wholesale business 118,756 127,295<br />

Restaurants and hotels 25,474 14,425<br />

Transports and communications 32,372 39,362<br />

Services 322,698 249,445<br />

Consumer credit 205,550 142,725<br />

Mortgage credit 208,789 217,193<br />

Other domestic activities 7,794 7,719<br />

Other international activities 118,372 21,564<br />

1,480,456 1,222,332<br />

The impairment for credit risk, by type of credit, is analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Public sector 1,505 2,400<br />

Asset-backed loans 874,849 547,419<br />

Personal guaranteed loans 165,631 202,232<br />

Unsecured loans 310,468 4<strong>09</strong>,694<br />

Foreign loans 94,1<strong>09</strong> 26,807<br />

Factoring 3,192 3,982<br />

Finance leases 30,702 29,798<br />

1,480,456 1,222,332


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 69<br />

The analysis of the loans charged-off, by sector of activity, is as follows:<br />

Euros ’000<br />

2008 2007<br />

Agriculture 2,111 5,718<br />

Mining 3,255 1,245<br />

Food, beverage and tobacco 7,634 6,042<br />

Textiles 17,961 19,920<br />

Wood and cork 1,751 4,537<br />

Printing and publishing 3,014 1,699<br />

Chemicals 4,887 681<br />

Engineering 7,456 11,477<br />

Electricity, water and gas 83 580<br />

Construction 38,391 43,402<br />

Retail business 15,452 13,652<br />

Wholesale business 66,288 23,349<br />

Restaurants and hotels 4,729 3,768<br />

Transports and communications 16,114 5,326<br />

Services 42,318 69,800<br />

Consumer credit 63,440 76,100<br />

Mortgage credit 37,619 23,906<br />

Other domestic activities 5,898 43,008<br />

Other international activities 30,490 35,674<br />

368,891 389,884<br />

Loans and advances to customers are charged-off when there are no expectations, from an economic point of view, of recovering the loan amount. For collate ralized<br />

loans, the charged-off occurs when the funds arising from the execution of the respective collaterals was already received. This charge-off is carried out only for loans<br />

that are fully provided. This criteria has been applied consistently by the Group in the previous periods.<br />

The analysis of the loans charged-off, by type of credit, is as follows:<br />

Euros ’000<br />

2008 2007<br />

Asset-backed loans 135,610 81,461<br />

Personal guaranteed loans 84,126 82,967<br />

Unsecured loans 140,490 216,949<br />

Foreign loans 4,317 4,396<br />

Factoring 452 2,368<br />

Finance leases 3,896 1,743<br />

368,891 389,884


70 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

The analysis of recovered loans and overdue interest, during 2008 and 2007, which were charged-off during the year or in previous years, by sector of activity is as follows:<br />

Euros ’000<br />

2008 2007<br />

Agriculture 1,390 5,608<br />

Mining 2,882 1,514<br />

Food, beverage and tobacco 3,392 1,658<br />

Textiles 9,079 6,224<br />

Wood and cork 369 658<br />

Printing and publishing 1,233 900<br />

Chemicals 482 553<br />

Engineering 3,024 9,338<br />

Electricity, water and gas 4 541<br />

Construction 11,642 23,422<br />

Retail business 5,045 10,900<br />

Wholesale business 12,846 13,984<br />

Restaurants and hotels 2,205 6,390<br />

Transports and communications 1,763 5,556<br />

Services 6,660 20,022<br />

Consumer credit 21,888 23,668<br />

Mortgage credit 6,149 13,162<br />

Other domestic activities 1,011 2,618<br />

Other international activities 1,724 254<br />

92,788 146,970<br />

The analysis of recovered loans and overdue interest during 2008 and 2007 which were charged-off during the year or in previous years, by type of credit, is as<br />

follows:<br />

Euros ’000<br />

2008 2007<br />

Asset-backed loans 28,006 37,306<br />

Personal guaranteed loans 20,629 29,300<br />

Unsecured loans 41,200 79,864<br />

Foreign loans 1,853 23<br />

Factoring 101 -<br />

Finance leases 999 477<br />

92,788 146,970<br />

22. Financial assets held for trading and available for sale<br />

The balance Financial assets held for trading and available for sale is analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Bonds and other fixed income securities<br />

Issued by public entities 2,303,898 2,349,003<br />

Issued by other entities 655,991 2,906,035<br />

2,959,889 5,255,038<br />

Overdue securities 5,427 5,427<br />

Impairment for overdue securities (5,427) (5,427)<br />

2,959,889 5,255,038<br />

Shares and other variable income securities 855,787 1,336,500<br />

3,815,676 6,591,538<br />

Trading derivatives 1,801,769 911,888<br />

5,617,445 7,503,426<br />

The balance Trading derivatives includes, the valuation of the embedded derivatives separated from the host contract in accordance with the accounting policy 1 d)<br />

in the amount of Euros 15,900,000 (31 December 2007: Euros 7,255,000).


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 71<br />

The analysis of the financial assets held for trading and available for sale by the type of asset is as follows:<br />

2008 2007<br />

Euros ’000<br />

Securities<br />

Securities<br />

Available<br />

Available<br />

Trading for sale Total Trading for sale Total<br />

Fixed income:<br />

Bonds issued by public entities<br />

Portuguese issuers 305,346 2,001 307,347 344,910 1,913 346,823<br />

Foreign issuers 648,4<strong>09</strong> 562,376 1,210,785 949,118 573,271 1,522,389<br />

Bonds issued by other entities<br />

Portuguese issuers 108,040 52,776 160,816 161,710 111,054 272,764<br />

Foreign issuers 456,240 43,611 499,851 217,758 58,470 276,228<br />

Treasury bills and other Government bonds 548,783 236,983 785,766 406,494 73,297 479,791<br />

Commercial paper - - - - 2,361,784 2,361,784<br />

Other securities 751 - 751 686 - 686<br />

2,067,569 897,747 2,965,316 2,080,676 3,179,789 5,260,465<br />

of which:<br />

Quoted 1,689,913 760,496 2,450,4<strong>09</strong> 1,744,221 660,139 2,404,360<br />

Unquoted 377,656 137,251 514,907 336,455 2,519,650 2,856,105<br />

Variable income:<br />

Shares in Portuguese companies 2,457 77,300 79,757 39,655 472,917 512,572<br />

Shares in foreign companies 6,214 407,387 413,601 19,556 384,788 404,344<br />

Investment fund units 25,258 337,171 362,429 33,117 386,425 419,542<br />

Other securities - - - - 42 42<br />

33,929 821,858 855,787 92,328 1,244,172 1,336,500<br />

of which:<br />

Quoted 12,637 139,294 151,931 65,317 677,584 742,901<br />

Unquoted 21,292 682,564 703,856 27,011 566,588 593,599<br />

Impairment for overdue securities - (5,427) (5,427) - (5,427) (5,427)<br />

2,101,498 1,714,178 3,815,676 2,173,004 4,418,534 6,591,538<br />

Trading derivatives 1,801,769 - 1,801,769 911,888 - 911,888<br />

3,903,267 1,714,178 5,617,445 3,084,892 4,418,534 7,503,426<br />

The trading portfolio is recorded at fair value in accordance with accounting policy 1 d).<br />

As referred in the accounting policy presented in note 1 d), the available for sale securities are presented at market value with the respective fair value accounted<br />

against fair value reserves, as referred in note 40. The amount of fair value reserves of Euros 201,635,000 (31 December 2007: Euros 219,752,000) is presented net<br />

of impairment losses in the amount of Euros 42,085,000 (31 December 2007: Euros 126,726,000).<br />

The balance Financial assets available for sale - variable income securities - shares in foreign companies, includes the amount of EUR 380,114,000 related to the<br />

investment held in Eureko B.V. This investment is measured annually based on independent valuations obtain in the first quarter of each year. As referred in note 40,<br />

the fair value reserve associated with this participation amounts to Euro 256,715,000, as at 31 December 2008.<br />

As referred in note 7, Banco Comercial Português S.A. made an agreement in December 2008 under a contract for the sale of 87,214,836 shares, representing 9.69%,<br />

of Banco BPI share capital. As a result of the execution of this contract Banco Comercial Português ceased to hold a qualified position in Banco BPI, S.A.<br />

The Bank analised this sale within the scope of IAS 39 with the objective of assessing the conditions for derecognition and concluded that the transaction could be<br />

qualified as a true sale. This decision was based on the following aspects: (i) existence of an irrevocable contract for the sale of the shares; (ii) transfer of all risks and<br />

rewards associated with the shares, including dividends and voting rights; (iii) communication of the transaction to supervisory authorities; and (iv) existence of a deposit<br />

in the amount of Euros 30,000,000 as a collateral.<br />

Additionally, it is expected that the Bank grants a loan for financing the transaction in the amount corresponding to the difference between the value of the sale and<br />

Euros 50,000,000 corresponding to amount of the deposit established as collateral and the share capital of the acquirer.<br />

The balance Fixed income securities - Available for sale - bonds includes, as 31 December 2008, the amount of Euros 28,545,000, related to non-derivative financial<br />

assets reclassified from Financial assets held for trading , as referred in accounting policy note 1 f).<br />

During 2007, shares held in EDP - Energias de Portugal and Banco Sabadell were sold, as referred in note 7 and 40.


72 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

During the second semester of 2008, the Group reclassified the non derivatives financial assets from the available for sale portfolio to loans to customers portfolio<br />

(see note 21) and as referred in the accounting policy note 1 f), in accordance with the revision occurred on IAS 39 - Financial instruments: Classification and<br />

measurement (Reclassification of financial instruments) from financial assets held for trading portfolio to financial assets available for sale and financial assets held to<br />

maturity (see note 24).<br />

This reclassification is analised as follows:<br />

Euros ’000<br />

At the reclassification date December 2008<br />

Book value Fair value Book value Fair value Difference<br />

From Financial assets held for trading to:<br />

Financial assets available for sale (October 08) 28,682 28,682 28,545 28,545 -<br />

Financial assets held to maturity (July 08) 194,855 194,855 195,053 189,906 (5,147)<br />

Financial assets held to maturity (October 08) 549,001 549,001 549,661 549,190 (471)<br />

From Financial assets available for sale to:<br />

Loans represented by securities (October 08) 277,994 277,994 272,420 234,212 (38,208)<br />

Loans represented by securities (December 08) 2,435,530 2,435,530 1,277,945 1,277,945 -<br />

2,323,624 2,279,798 (43,826)<br />

The amounts accounted in Profits and losses and in fair value reserves, in 2008 related to reclassified financial assets are analysed as follows:<br />

Euros ’000<br />

P&L<br />

Changes<br />

Fair value<br />

Fair value<br />

Interest changes Total reserves Equity<br />

At the reclassification date<br />

From Financial assets held for trading to:<br />

Financial assets available for sale (October 08) 1,637 (290) 1,347 - 1,347<br />

Financial assets held to maturity (July 08) 3,371 (5,168) (1,797) - (1,797)<br />

Financial assets held to maturity (October 08) 15,838 (8,908) 6,930 - 6,930<br />

From Financial assets available for sale to:<br />

Loans represented by securities (October 08) 6,918 - 6,918 (1,688) 5,230<br />

Loans represented by securities (December 08) 21,850 - 21,850 - 21,850<br />

Euros ’000<br />

P&L<br />

Changes<br />

Fair value<br />

Fair value<br />

Interest changes Total reserves Equity<br />

After the reclassification<br />

From Financial assets held for trading to:<br />

Financial assets available for sale (October 08) 573 - 573 (716) (143)<br />

Financial assets held to maturity (July 08) 5,218 - 5,218 - 5,218<br />

Financial assets held to maturity (October 08) 6,437 - 6,437 - 6,437<br />

From Financial assets available for sale to:<br />

Loans represented by securities (October 08) 3,937 - 3,937 53 3,990<br />

Loans represented by securities (December 08) 9,680 - 9,680 - 9,680


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 73<br />

In 2007 the Group recognized in results, interest and fair value changes in the amount of Euros 19,347,000 and a negative amount of Euros 1,000 respectively, and<br />

also a variation of Euros 39,000 referred to fair value reserves, related to the reclassifications occurred during 2008.<br />

If the reclassifications described previously had not occurred, the additional amounts recognized in results and in fair value reserves would be as follows:<br />

Euros ’000<br />

P&L<br />

Changes<br />

Fair value<br />

Fair value<br />

Interest changes Total reserves Equity<br />

Without considering the reclassifications<br />

From Financial assets held for trading to:<br />

Financial assets available for sale (October 08) - (716) (716) 716 -<br />

Financial assets held to maturity (July 08) - (5,147) (5,147) - (5,147)<br />

Financial assets held to maturity (October 08) - (471) (471) - (471)<br />

From Financial assets available for sale to:<br />

Loans represented by securities (October 08) 53 - 53 (38,261) (38,208)<br />

Loans represented by securities (December 08) - - - - -<br />

53 (6,334) (6,281) (37,545) (43,826)<br />

The movements of the impairment of the financial assets available for sale are analised as follows:<br />

Euros ’000<br />

2008 2007<br />

Balance on 1 January 126,726 143,338<br />

Transfers (3,060) -<br />

Impairment for the year 276,440 96,074<br />

Write-back for the year (5,620) -<br />

Loans charged-off (352,401) (112,686)<br />

42,085 126,726<br />

The Group recognizes impairment on financial assets available for sale when there is a significant or prolonged decrease in its fair value or when there is an impact<br />

on expected future cash flows of the assets. This valuation involves judgement, in which the Group takes into consideration among other factors, the volatility of the<br />

prices of securities.<br />

Thus, as a consequence of the low liquidity and significant volatility in financial markets in 2008, the following factors were taken into consideration in determining the<br />

existence of impairment:<br />

– Equity instruments: (i) decreases more than 30% (20% in 2007) against the purchase price; or (ii) the market value below the purchase price for a period exceeding<br />

12 months (6 months in 2007) ;<br />

– Debt instruments: when there is objective evidence of events with impact on recoverable value of future cash flows of these assets.<br />

During 2008, and as referred in note 7 and in accordance with the criteria mentioned above, impairment losses were recognized in the amount of Euros 276,440,000<br />

(31 December 2007: Euros 96,074,000), of which Euros 268,076,000 (31 December 2007: Euros 79,838,000) related to the investment held in Banco BPI, S.A.<br />

As at the year-end and in accordance with the agreement established for the selling of the position held in Banco BPI, S.A., the impairment loss recognized was realized<br />

at the selling date.


74 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

The analysis of financial assets held for trading and available for sale by maturity date as at 31 December 2008, is as follows:<br />

Up to 3 months to More than Undetermined<br />

3 months 1 year 1 year maturity Total<br />

Fixed income:<br />

Bonds issued by public entities<br />

Portuguese issuers - 330 307,017 - 307,347<br />

Foreign issuers 134,745 160,532 915,508 - 1,210,785<br />

Bonds issued by other entities<br />

Portuguese issuers - 139 155,250 5,427 160,816<br />

Foreign issuers 26,654 227 472,970 - 499,851<br />

Treasury bills and other Government bonds 286,308 427,839 71,619 - 785,766<br />

Other securities - - 751 - 751<br />

447,707 589,067 1,923,115 5,427 2,965,316<br />

of which:<br />

Quoted 215,437 531,275 1,703,697 - 2,450,4<strong>09</strong><br />

Unquoted 232,270 57,792 219,418 5,427 514,907<br />

Variable income:<br />

Shares in Portuguese companies 79,757 79,757<br />

Shares in foreign companies 413,601 413,601<br />

Investment fund units 362,429 362,429<br />

855,787 855,787<br />

of which:<br />

Quoted 151,931 151,931<br />

Unquoted 703,856 703,856<br />

Impairment for overdue securities (5,427) (5,427)<br />

Euros ’000<br />

447,707 589,067 1,923,115 855,787 3,815,676<br />

The analysis of financial assets held for trading and available for sale by maturity date as at 31 December 2007, is as follows:<br />

Up to 3 months to More than Undetermined<br />

3 months 1 year 1 year maturity Total<br />

Fixed income:<br />

Bonds issued by public entities<br />

Portuguese issuers - 160,402 186,421 - 346,823<br />

Foreign issuers 9,762 144,335 1,368,292 - 1,522,389<br />

Bonds issued by other entities<br />

Portuguese issuers - 46,542 220,795 5,427 272,764<br />

Foreign issuers 13,224 26,935 236,069 - 276,228<br />

Treasury bills and other Government bonds 228,815 180,352 70,624 - 479,791<br />

Commercial paper 1,655,024 706,760 - - 2,361,784<br />

Other securities - - 686 - 686<br />

1,906,825 1,265,326 2,082,887 5,427 5,260,465<br />

of which:<br />

Quoted 90,159 533,821 1,780,380 - 2,404,360<br />

Unquoted 1,816,666 731,505 302,507 5,427 2,856,105<br />

Variable income:<br />

Shares in Portuguese companies 512,572 512,572<br />

Shares in foreign companies 404,344 404,344<br />

Investment fund units 419,542 419,542<br />

Other securities 42 42<br />

1,336,500 1,336,500<br />

of which:<br />

Quoted 742,901 742,901<br />

Unquoted 593,599 593,599<br />

Impairment for overdue securities (5,427) (5,427)<br />

Euros ’000<br />

1,906,825 1,265,326 2,082,887 1,336,500 6,591,538


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 75<br />

The analysis of the securities portfolio included in the financial assets held for trading and available for sale, by sector of activity, as at 31 December 2008 is analysed<br />

as follows:<br />

Euros ’000<br />

Other Overdue Gross<br />

Bonds Shares financial assets Securities Total<br />

Mining - 73 - - 73<br />

Food, beverage and tobacco - 83 - - 83<br />

Textiles - 81 - 1,037 1,118<br />

Wood and cork 806 1,204 - 126 2,136<br />

Printing and publishing 146 3,751 - - 3,897<br />

Chemicals - 35 - - 35<br />

Engineering - 125 - 187 312<br />

Electricity, water and gas 4,650 3,525 - - 8,175<br />

Construction - 12,129 - 645 12,774<br />

Retail business 1,188 - - - 1,188<br />

Wholesale business - 101 - 63 164<br />

Restaurants and hotels - 51 - - 51<br />

Transport and communications - 1,333 - 18 1,351<br />

Services 646,860 470,663 363,130 3,351 1,484,004<br />

Other international activities 1,590 204 50 - 1,844<br />

655,240 493,358 363,180 5,427 1,517,205<br />

Government and Public securities 1,518,132 - 785,766 - 2,303,898<br />

Impairment for overdue securities - - - (5,427) (5,427)<br />

2,173,372 493,358 1,148,946 - 3,815,676<br />

The analysis of the securities portfolio included in the financial assets held for trading and available for sale, by sector of activity, as at 31 December 2007 is analysed<br />

as follows:<br />

Euros ’000<br />

Other Overdue Gross<br />

Bonds Shares financial assets Securities Total<br />

Agriculture - - 23,485 - 23,485<br />

Mining 835 89 2,650 - 3,574<br />

Food, beverage and tobacco - 255 53,614 - 53,869<br />

Textiles 868 86 34,741 1,037 36,732<br />

Wood and cork 2,793 - 13,540 126 16,459<br />

Printing and publishing 42 16,862 25,535 - 42,439<br />

Chemicals - 349 23,665 - 24,014<br />

Engineering - 5,985 47,261 187 53,433<br />

Electricity, water and gas 17,069 5,796 302,882 - 325,747<br />

Construction 20,138 2,932 76,118 645 99,833<br />

Retail business - - 30,321 - 30,321<br />

Wholesale business 907 394 191,462 63 192,826<br />

Restaurants and hotels - 342 17,452 - 17,794<br />

Transport and communications 100,431 6,388 49,790 18 156,627<br />

Services 398,955 877,439 1,889,487 3,351 3,169,232<br />

Other international activities 1,527 - 50 - 1,577<br />

543,565 916,917 2,782,053 5,427 4,247,962<br />

Government and Public securities 1,869,212 - 479,791 - 2,349,003<br />

Impairment for overdue securities - - - (5,427) (5,427)<br />

2,412,777 916,917 3,261,844 - 6,591,538


76 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

The analysis of the trading derivatives by maturity as at 31 December 2008, is as follows:<br />

2008<br />

Euros ’000<br />

Notional (remaining term)<br />

Fair values<br />

Up to 3 months More than<br />

3 months to 1 year 1 year Total Assets Liabilities<br />

Interest rate Derivatives:<br />

OTC Market:<br />

Forward rate agreement - 227,000 - 227,000 565 424<br />

Interest rate Swaps 7,325,168 9,546,161 40,045,642 56,916,971 1,487,421 1,167,171<br />

Interest rate Options (purchase) 57,381 350,717 1,371,791 1,779,889 22,940 -<br />

Interest rate Options (sale) 57,381 350,682 1,370,838 1,778,901 - 22,924<br />

Other interest rate contracts 3,445 188,890 1,856,857 2,049,192 67,782 65,811<br />

7,443,375 10,663,450 44,645,128 62,751,953 1,578,708 1,256,330<br />

Stock Exchange transactions:<br />

Interest rate futures 148,004 43,225 - 191,229 - -<br />

Currency Derivatives:<br />

OTC Market:<br />

Forward exchange contract 393,918 58,129 3,617 455,664 6,731 23,184<br />

Currency Swaps 9,<strong>09</strong>1,382 1,336,913 18,747 10,447,042 143,407 689,089<br />

Currency Options (purchase) 54,695 5,188 - 59,883 1,696 -<br />

Currency Options (sale) 54,695 5,304 - 59,999 - 1,750<br />

9,594,690 1,405,534 22,364 11,022,588 151,834 714,023<br />

Share Derivatives:<br />

OTC Market:<br />

Shares/indexes Swaps 112,271 256,680 582,421 951,372 18,147 136,496<br />

Shares/indexes Options (purchase) 157 - 40,000 40,157 500 -<br />

Shares/indexes Options (sale) 1,750 - - 1,750 - -<br />

114,178 256,680 622,421 993,279 18,647 136,496<br />

Stock Exchange transactions:<br />

Shares futures 22,488 - - 22,488 - -<br />

Shares/indexes Options (purchase) 387,335 39,495 - 426,830 - -<br />

Shares/indexes Options (sale) 387,400 39,500 - 426,900 - 46<br />

797,223 78,995 - 876,218 - 46<br />

Stock Exchange transactions:<br />

Commodities futures 37,384 - - 37,384 - -<br />

Credit derivatives:<br />

OTC Market:<br />

Credit Default Swaps 10,599 54,661 4,622,851 4,688,111 36,680 19,997<br />

Other credit derivatives (purchase) - - 14,286 14,286 - -<br />

Other credit derivatives (sale) 4,640 33,954 96,811 135,405 - -<br />

15,239 88,615 4,733,948 4,837,802 36,680 19,997<br />

Total financial instruments<br />

traded in:<br />

OTC Market 17,167,482 12,414,279 50,023,861 79,605,622 1,785,869 2,126,846<br />

Stock Exchange 982,611 122,220 - 1,104,831 - 46<br />

Embedded derivatives 15,900 11,923<br />

18,150,<strong>09</strong>3 12,536,499 50,023,861 80,710,453 1,801,769 2,138,815


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 77<br />

The analysis of the trading derivatives by maturity as at 31 December 2007, is as follows:<br />

2007<br />

Euros ’000<br />

Notional (remaining term)<br />

Fair values<br />

Up to 3 months More than<br />

3 months to 1 year 1 year Total Assets Liabilities<br />

Interest rate Derivatives:<br />

OTC Market:<br />

Interest rate Swaps 9,934,229 17,246,491 27,168,248 54,348,968 590,133 443,551<br />

Interest rate Options (purchase) 194,215 395,950 1,217,239 1,807,404 3,140 -<br />

Interest rate Options (sale) 326,893 435,880 1,238,270 2,001,043 - 2,881<br />

10,455,337 18,078,321 29,623,757 58,157,415 593,273 446,432<br />

Stock Exchange transactions:<br />

Interest rate Futures 205,760 29,413 27,512 262,685 - -<br />

Interest rate Options (purchase) 143,154 - - 143,154 - -<br />

Interest rate Options (sale) 279,514 - - 279,514 - -<br />

628,428 29,413 27,512 685,353 - -<br />

Currency Derivatives:<br />

OTC Market:<br />

Forward exchange contract 392,729 66,412 2,482 461,623 6,4<strong>09</strong> 8,768<br />

Currency Swaps 12,474,631 3,467,501 13,911 15,956,043 150,622 545,234<br />

Currency Options (purchase) 6,853 15,733 1,516 24,102 759 -<br />

Currency Options (sale) 6,863 15,746 1,633 24,242 - 782<br />

12,881,076 3,565,392 19,542 16,466,010 157,790 554,784<br />

Share Derivatives:<br />

OTC Market:<br />

Shares/indexes Swaps 67,127 499,647 793,128 1,359,902 21,730 37,497<br />

Shares/indexes Options (purchase) 276,613 399,710 - 676,323 3,246 -<br />

Shares/indexes Options (sale) 99,875 359,710 - 459,585 - 521<br />

443,615 1,259,067 793,128 2,495,810 24,976 38,018<br />

Stock Exchange transactions:<br />

Shares futures 39,019 - - 39,019 - -<br />

Credit derivatives:<br />

OTC Market:<br />

Credit Default Swaps - 95,010 6,933,191 7,028,201 2,352 5,101<br />

Other swaps 16,268 317,864 1,828,730 2,162,862 126,242 127,951<br />

16,268 412,874 8,761,921 9,191,063 128,594 133,052<br />

Total financial instruments<br />

traded in:<br />

OTC Market 23,796,296 23,315,654 39,198,348 86,310,298 904,633 1,172,286<br />

Stock Exchange 667,447 29,413 27,512 724,372 - -<br />

Embedded derivatives 7,255 52,626<br />

24,463,743 23,345,067 39,225,860 87,034,670 911,888 1,224,912


78 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

23. Hedging derivatives<br />

This balance is analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Hedging instruments<br />

Assets:<br />

Swaps 117,305 131,069<br />

Liabilities:<br />

Swaps 350,960 116,768<br />

The Group uses derivatives to hedge interest and exchange rate exposure risks. The accounting method depends on the nature of the hedged risk, namely if the Group is<br />

exposed to fair value changes, variability in cash-flows or highly probable forecast transactions.<br />

Since 1 January 2005, for the hedging relationships which comply with the hedging requirements of IAS 39, the Group adopted the hedge accounting method, namely through<br />

the fair value hedge model, and holds in its derivatives portfolio mainly interest rate swaps, which are hedging fair value changes in interest rate risk of Debt securities issued<br />

and Deposit, Loans of inter-bank money market and Financial assets available for sale.<br />

The Group performs periodical effectiveness tests of the hedging relationships. For this year it was accounted against results a negative amount of Euros 830,000 (31 December<br />

2007: Euros 10,614,000), corresponding to the ineffective part of the fair value hedge relationships. The Group also adopted fair value hedge to cover interest rate risk for a<br />

specific portfolio with fixed interest rate loans with maturity of more than one year for which adopted an hedging policy for those portfolios, resulting from changes originated<br />

by interest rate variations. During 2008, for the referred hedging relationships, the ineffective part of the fair value hedge amounted to Euros 2,778,000 (31 December 2007:<br />

negative amount of Euros 3,081,000). In 2008 the Group designated a group of future transactions in foreign currency, for which adopted fair value hedge model for exchange<br />

rate risk. For the referred hedging relationships, the ineffective part of the fair value hedge amounted to Euros 134,000 (31 December 2007: negative amount of Euros<br />

122,000).<br />

As referred in note 6, during 2008 the Group discontinued an interest rate hedging relationship of a mortgage backed bond issue in the amount of Euros 1,500,000,000 in<br />

accordance with paragraph 91, c) of IAS 39, due to the break of its effectiveness.<br />

The adjustment on financial risks covered performed on the assets and liabilities which includes hedged items is analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Hedged item<br />

Loans 75,942 (19,056)<br />

Deposits / Loans (15,443) (467)<br />

Debt issued (138,331) 30,359<br />

Financial assets available for sale (344) (546)<br />

(78,176) 10,290<br />

The analysis of the hedging derivatives by maturity as at 31 December 2008, is as follows:<br />

Notional (remaining term)<br />

2008<br />

Fair values<br />

Up to 3 months More than<br />

3 months to 1 year 1 year Total Assets Liabilities<br />

Fair value hedge derivatives with<br />

interest rate risk:<br />

OTC Market:<br />

Interest rate Swaps 239,976 168,337 5,085,993 5,494,306 117,305 75,162<br />

Stock Exchange transactions:<br />

Interest rate Futures 840,804 167,912 - 1,008,716 - -<br />

Cash flow hedge derivatives with<br />

interest rate risk:<br />

OTC Market:<br />

Interest rate Swaps 189,556 964,251 1,790,404 2,944,211 - 275,798<br />

Total financial instruments<br />

Traded by:<br />

OTC Market 429,532 1,132,588 6,876,397 8,438,517 117,305 350,960<br />

Stock Exchange 840,804 167,912 - 1,008,716 - -<br />

1,270,336 1,300,500 6,876,397 9,447,233 117,305 350,960<br />

Euros ’000


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 79<br />

The analysis of the hedging derivatives by maturity as at 31 December 2007, is as follows:<br />

Notional (remaining term)<br />

2007<br />

Fair values<br />

Up to 3 months More than<br />

3 months to 1 year 1 year Total Assets Liabilities<br />

Fair value hedge derivatives with<br />

interest rate risk:<br />

OTC Market:<br />

Interest rate Swaps 483,126 2,973,343 8,311,958 11,768,427 70,188 111,141<br />

Credit default swaps - - 67,931 67,931 127 -<br />

483,126 2,973,343 8,379,889 11,836,358 70,315 111,141<br />

Stock Exchange transactions:<br />

Interest rate Futures 397,440 298,6<strong>09</strong> 89,515 785,564 - -<br />

Interest rate Options (purchase) 26,239 - - 26,239 - -<br />

Interest rate Options (sale) 13,373 - - 13,373 - -<br />

437,052 298,6<strong>09</strong> 89,515 825,176 - -<br />

Cash flow hedge derivatives with<br />

interest rate risk:<br />

OTC Market:<br />

Interest rate Swaps - - 2,571,369 2,571,369 60,754 5,627<br />

Total financial instruments<br />

Traded by:<br />

OTC Market 483,126 2,973,343 10,951,258 14,407,727 131,069 116,768<br />

Stock Exchange 437,052 298,6<strong>09</strong> 89,515 825,176 - -<br />

920,178 3,271,952 11,040,773 15,232,903 131,069 116,768<br />

Euros ’000<br />

24. Financial assets held to maturity<br />

The balance Financial assets held to maturity is analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Bonds and other fixed income securities<br />

Issued by Government and public entities 519,379 -<br />

Issued by other entities 582,465 -<br />

1,101,844 -<br />

The balance Financial assets held to maturity includes, as at 31 December 2008, the amount of Euros 744,714,000 related to non derivatives financial assets (bonds) re -<br />

classified, during 2008, from financial assets held for trading caption to financial assets held to maturity caption, as referred in the accounting policy note 1 f) and note 22.<br />

The analysis of the securities portfolio included in the Financial assets held to maturity, by maturity date, as at 31 December 2008, is as follows:<br />

Up to 3 months More than Undetermined<br />

3 months to 1 year 1 year maturity Total<br />

Fixed income:<br />

Bonds issued by public entities<br />

Portuguese issuers - - 98,387 - 98,387<br />

Foreign issuers 1,719 - 419,273 - 420,992<br />

Bonds issued by other entities<br />

Portuguese issuers - - 181,588 - 181,588<br />

Foreign issuers - - 400,877 - 400,877<br />

1,719 - 1,100,125 - 1,101,844<br />

of which:<br />

Quoted - - 963,654 - 963,654<br />

Unquoted 1,719 - 136,471 - 138,190<br />

Euros ’000


80 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

The analysis of the securities portfolio included in the Financial assets held to maturity, by sector of activity, as at 31 December 2008 and 2007, is analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Transport and communications 97,118 -<br />

Services 485,347 -<br />

582,465 -<br />

Government and Public securities 519,379 -<br />

1,101,844 -<br />

25. Investiments in associated companies<br />

This balance is analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Portuguese credit institutions 16,646 15,362<br />

Foreign credit institutions 20,606 20,469<br />

Other Portuguese companies 306,682 280,568<br />

343,934 316,399<br />

The balance Investments in associated companies is analysed as follows:<br />

2008 2007<br />

Banque <strong>BCP</strong>, S.A.S. 16,713 16,632<br />

Banque <strong>BCP</strong> (Luxembourg), S.A. 3,893 3,837<br />

<strong>Millennium</strong><strong>bcp</strong> Fortis Grupo Segurador, S.G.P.S., S.A. 288,319 260,<strong>09</strong>4<br />

SIBS - Sociedade Interbancária de Serviços, S.A. 15,039 14,795<br />

Unicre - Cartão Internacional de Crédito, S.A. 16,646 15,362<br />

VSC - Aluguer de Veículos Sem Condutor, Lda. 3,324 5,679<br />

343,934 316,399<br />

Euros ’000<br />

These investments correspond to unquoted companies, being consolidated by the equity method. The investment held in the associated company <strong>Millennium</strong><strong>bcp</strong><br />

Fortis Grupo Segurador, S.G.P.S. corresponds to 49% of the share capital of the company. The Group companies related amounts are presented in note 56.<br />

The main indicators of the associated companies are analysed as follows:<br />

Euros ’000<br />

Total Total Total Profit for<br />

Assets Liabilities Income the year<br />

2008<br />

<strong>Millennium</strong><strong>bcp</strong> Fortis Grupo Segurador, S.G.P.S., S.A. 11,617,559 10,493,968 1,121,719 28,432<br />

SIBS - Sociedade Interbancária de Serviços, S.A. (*) 1<strong>09</strong>,324 34,971 160,787 8,269<br />

Unicre - Cartão Internacional de Crédito, S.A. (*) 343,326 265,853 240,781 14,817<br />

VSC - Aluguer de Veículos Sem Condutor, Lda. 212,305 205,658 60,458 (4,711)<br />

2007<br />

<strong>Millennium</strong><strong>bcp</strong> Fortis Grupo Segurador, S.G.P.S., S.A. 10,981,218 9,917,745 1,348,699 87,297<br />

SIBS - Sociedade Interbancária de Serviços, S.A. 119,408 54,599 141,539 8,614<br />

Unicre - Cartão Internacional de Crédito, S.A. 278,976 227,434 242,720 13,870<br />

VSC - Aluguer de Veículos Sem Condutor, Lda. 214,440 203,081 64,104 (1,120)<br />

(*) - estimated values.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 81<br />

The Group limits the exposure in foreign investments, through funding of the net investment in foreign operations with loans in the same currencies, to eliminate the<br />

risk of currency exchange rate. The information on net investments, held by the Group, in foreign institutions and the funding used to hedge these investments, as at<br />

31 December 2008 is as follows:<br />

Currency ’000 Euros ’000<br />

Net Funding Net Funding<br />

Companies Currency Investment debt Investment debt<br />

Banque Privée <strong>BCP</strong> (Suisse) S.A. CHF 62,861 62,861 42,331 42,331<br />

<strong>BCP</strong> Capital Finance Limited USD 90 90 65 65<br />

<strong>BCP</strong> Bank & Trust Company Ltd. USD 340,000 340,000 244,306 244,306<br />

<strong>BCP</strong> Finance Bank Ltd USD 561,000 561,000 403,104 403,104<br />

<strong>BCP</strong> Finance Company, Ltd USD 1 1 1 1<br />

<strong>Millennium</strong> <strong>BCP</strong>Bank USD 74,714 74,714 53,685 53,685<br />

BII Finance Company Limited USD 25 25 18 18<br />

The information of the gains and losses in exchange rates on the loans to cover the investments in foreign institutions, accounted as exchange differences, are<br />

presented in the statement of changes in equity.<br />

The ineffectiveness generated in the hedging operations is recognized in the statement of income, as refered in accounting policy 1 e).<br />

26. Property and equipment<br />

This balance is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Land and buildings 944,790 993,077<br />

Equipment<br />

Furniture 104,615 99,160<br />

Office equipment 55,291 57,728<br />

Computer equipment 301,293 306,465<br />

Interior installations 139,670 138,661<br />

Motor vehicles 22,753 22,826<br />

Security equipment 74,396 76,653<br />

Work in progress 112,297 40,639<br />

Other tangible assets 44,044 50,455<br />

1,799,149 1,785,664<br />

Accumulated depreciation<br />

Charge for the year (97,073) (97,034)<br />

Accumulated charge for the previous years (956,258) (989,536)<br />

(1,053,331) (1,086,570)<br />

745,818 699,<strong>09</strong>4


82 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

The Property and equipment movements during 2008 are analysed as follows:<br />

Euros ’000<br />

Balance on Acquisitions Disposals Exchange Balance on<br />

1 January / Charge / Charged-off Transfers differences 31 December<br />

Cost:<br />

Land and buildings 993,077 71,231 (103,860) 95 (15,753) 944,790<br />

Equipment:<br />

Furniture 99,160 7,324 (2,<strong>09</strong>3) 2,077 (1,853) 104,615<br />

Office equipment 57,728 12,<strong>09</strong>2 (10,237) 283 (4,575) 55,291<br />

Computer equipment 306,465 26,586 (26,326) 223 (5,655) 301,293<br />

Interior installations 138,661 5,053 (4,347) 306 (3) 139,670<br />

Motor vehicles 22,826 3,611 (2,007) 22 (1,699) 22,753<br />

Security equipment 76,653 4,932 (6,956) 4 (237) 74,396<br />

Work in progress 40,639 57,249 (33,133) 46,372 1,170 112,297<br />

Other tangible assets 50,455 7,399 (9,113) 570 (5,267) 44,044<br />

1,785,664 195,477 (198,072) 49,952 (33,872) 1,799,149<br />

Accumulated depreciation:<br />

Land and buildings 470,599 47,928 (66,026) 55 (7,834) 444,722<br />

Equipment:<br />

Furniture 81,8<strong>09</strong> 6,284 (1,115) 2,079 (1,157) 87,900<br />

Office equipment 45,125 5,294 (8,933) 297 (2,502) 39,281<br />

Computer equipment 264,530 22,580 (24,718) 207 (4,501) 258,<strong>09</strong>8<br />

Interior installations 114,147 7,935 (2,786) 156 (2) 119,450<br />

Motor vehicles 11,802 1,877 (1,642) 23 (522) 11,538<br />

Security equipment 66,296 3,087 (6,937) 1 (31) 62,416<br />

Other tangible assets 32,262 2,088 (1,886) 546 (3,084) 29,926<br />

1,086,570 97,073 (114,043) 3,364 (19,633) 1,053,331<br />

27. Goodwill and intangible assets<br />

This balance is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Intangible assets<br />

Software 131,620 153,145<br />

Other intangible assets 61,798 85,279<br />

193,418 238,424<br />

Accumulated amortisation<br />

Charge for the year (15,770) (17,862)<br />

Accumulated charge for the previous years (143,647) (184,906)<br />

(159,417) (202,768)<br />

34,001 35,656<br />

Goodwill<br />

<strong>Millennium</strong> Bank, Societé Anonyme (Greece) 294,260 294,260<br />

Bank <strong>Millennium</strong>, S.A. (Poland) 164,040 164,040<br />

Banco Investimento Imobiliário, S.A. 40,859 40,859<br />

Others 7,068 1,718<br />

506,227 500,877<br />

540,228 536,533


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 83<br />

The Intangible assets movements during 2008 are analysed as follows:<br />

Euros ’000<br />

Balance on Acquisitions Disposals Exchange Balance on<br />

1 January / Charge / Charged-off Transfers differences 31 December<br />

Cost:<br />

Software 153,145 17,153 (31,350) 838 (8,166) 131,620<br />

Other intangible assets 85,279 12,453 (26,219) 38 (9,753) 61,798<br />

238,424 29,606 (57,569) 876 (17,919) 193,418<br />

Goodwill 500,877 5,356 - - (6) 506,227<br />

739,301 34,962 (57,569) 876 (17,925) 699,645<br />

Accumulated amortisation:<br />

Software 120,006 14,114 (24,071) 910 (6,849) 104,110<br />

Other intangible assets 82,762 1,656 (19,552) 103 (9,662) 55,307<br />

202,768 15,770 (43,623) 1,013 (16,511) 159,417<br />

According to the accounting policy 1 b) the recoverable amount of the consolidation differences ('Goodwill') is annually evaluated during the second semester of<br />

each year, regardless the existence of impairment signs.<br />

In accordance with IAS 36 the recoverable amount of goodwill should be the greater between its use value and its fair value less costs to sell. Based on this criteria<br />

the Group made valuations to their investments for which there is goodwill recorded in the asset, which considered among other factors:<br />

(i) an estimate of future cash flows generated by each entity;<br />

(ii) an expectation of potential changes in the amounts and timing of cash flows;<br />

(iii) the time value of money;<br />

(iv) a risk premium associated with the uncertainty by holding the asset and<br />

(v) other factors associated with the current situation of financial markets.<br />

The valuations were based on reasonable assumptions and bear representing the best estimate of the Executive Board of Directors on the economic conditions that<br />

affect each entity, the budgets and the latest projections approved by the Executive Board of Directors for those entities and their extrapolation to future periods.<br />

The assumptions made for these assessments may change with the change in economic conditions and market. The Group estimates that are not expected significant<br />

changes in these assumptions which leads to the recoverable amount to be reduce to a level below the book value.<br />

Bank <strong>Millennium</strong>, S.A. (Poland)<br />

The estimated cash flows of the business were projected based on current operating results and assuming the business plan approved by the Board of Directors for<br />

a period of 3 years, after which a projection was made for another 2 years after which it was considered a perpetuity for the terminal value.<br />

For the entire period considered in the valuation, it was assumed a Tier I ratio of 8% and a full distribution of all funds distributable. The discount rate used was 12%,<br />

based on the average expected rate of return on the market for this activity.<br />

<strong>Millennium</strong> Bank, Societé Anonyme (Greece)<br />

The estimated cash flows of the business were projected based on current operating results and assuming the business plan approved by the Board of Directors for<br />

a period of 3 years, after which a projection was made for a period of 7 years which aims to realizing the potential of the network of branches of the Bank which is<br />

still very new, for the terminal value.<br />

For the entire period considered in the valuation, it was assumed a Tier I ratio of 8% and a full distribution of all funds distributable. The discount rate used was 9%,<br />

based on the average expected rate of return on the market for this activity.<br />

Banco Investimento Imobiliário, S.A.<br />

The valuation takes into consideration the specific characteristics of the business of the Bank and its relationship with the Group, including the fact that no new<br />

production is, for example, all new contracts attracted to the Banco Comercial Português, S.A. by payment of a fee-raising. It was estimated, however, the value of the<br />

business associated to the mortgage credit, originated in the real estate agents network.<br />

The estimated cash flows from activities were projected based on current operating results and assuming the business plan approved by the Executive Board of<br />

Directors for a period of 3 years and projections for related activities, assuming if a Tier I of 8% in line with new standards set by the Bank of Portugal. The discount<br />

rate used was 9%, based on the average expected rate of return on the market for this activity.


84 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

28. Deferred income tax assets and liabilities<br />

Deferred income tax assets and liabilities as at 31 December, 2008 and 2007 are analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Assets Liabilities Assets Liabilities<br />

Intangible assets 61 77 434 6<br />

Other tangible assets 2,015 5,168 3,032 1,775<br />

Impairment losses 214,173 60,514 267,363 -<br />

Pensions 339,010 - 313,076 -<br />

Financial assets available for sale 810 10,547 8,683 4,004<br />

Derivatives - 10,554 19,290 79,139<br />

Allocation of profits 36,847 - 53,049 -<br />

Others 66,329 123,756 116,300 82,320<br />

Tax losses carried forward 138,323 - 36,653 -<br />

797,568 210,616 817,880 167,244<br />

Deferred tax assets 586,952 650,636<br />

Others - 336 46<br />

Deferred tax liabilities 336 46<br />

Net deferred tax 586,616 650,590<br />

Deferred tax related to the losses carried forward are recognised only if it is probable the existence of future taxes profits. The uncertainty of the recoverability of the<br />

tax losses carried forward is considered in the deferred tax assets calculation.<br />

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when deferred taxes are<br />

related to the same tax.<br />

As referred in the accounting policy note 1 x), the compensation is performed at each subsidiary, and therefore the consolidated financial statements reflect in its assets<br />

the sum of the deferred tax of subsidiaries that have deferred tax assets and in its liabilities the sum of the deferred tax of subsidiaries that have deferred tax liabilities.<br />

The net deferred tax asset movement is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Balance on 1 January 650,590 628,275<br />

Transfers (21,762) -<br />

Charged to profit (39,997) 3,475<br />

Charged to equity 8,130 19,842<br />

Exchange rate differences (10,345) (1,002)<br />

Balance on 31 December 586,616 650,590<br />

The variation in the net deferred tax does not corresponds to the deferred tax expense for the year considering that there are a number of situations where changes<br />

in deferred tax are charged directly to shareholders' equity, namely: (i) potential gains and losses resulted form the re-valuation of financial assets held for sale (ii)<br />

deferred tax assets and liabilities of currency translations on foreign subsidiaries and (iii) acquisition and disposal of subsidiaries.<br />

The maturity date of tax losses carried foward is present as follows:<br />

Maturity date 2008 2007<br />

Euros ’000<br />

2008 - 11,318<br />

20<strong>09</strong> 9,361 11,071<br />

2010 2,315 2,590<br />

2011 15,5<strong>09</strong> 1,782<br />

2012 3,015 3,360<br />

2013 and followings 108,123 6,532<br />

138,323 36,653<br />

As at 31 December 2008, the amount of unrecognized temporary differences refers mainly to tax losses carried forward in the amount of Euros 3,556,000 (31<br />

December 2007: Euros 7,104,000). The referred amounts were not recognised considering the degree of uncertainty and remaining period for recovery. Exception<br />

the tax losses carried forward, the remaining temporary differences do not have a maturity date.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 85<br />

29. Other assets<br />

This balance is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Debtors 373,638 335,696<br />

Investments arising from recovered loans 1,397,511 1,215,623<br />

Amounts due for collection 26,386 30,353<br />

Recoverable tax 61,513 65,259<br />

Recoverable government subsidies on mortgage loans 47,055 73,968<br />

Associated companies 8,515 4,405<br />

Other amounts receivable 49,958 37,116<br />

Prepayments and deferred costs 1,783,982 1,114,533<br />

Amounts receivable on trading activity 163,918 103,929<br />

Amounts due from customers 203,588 191,815<br />

Reinsurance technical provision 478 6<strong>09</strong><br />

Sundry assets 202,236 324,124<br />

4,318,778 3,497,430<br />

Impairment for other assets (171,133) (141,960)<br />

4,147,645 3,355,470<br />

In accordance with accounting policy 1 s), the balance Investments arising from recovered loans includes buildings and other assets resulting from the foreclosure of<br />

contracts of loans to customers, originated by (i) delivery of the assets, with option to repurchase or leasing, accounted with the celebration of the contract or the<br />

promise to delivery the asset and the respective irrevocable power of attorney issued by the customer in the name of the Bank; or (ii) the adjudication of the assets<br />

as a result of a judicial process of guarantees execution, accounted with the title of adjudication or following the adjudication request after the record of the first<br />

(payment pro-solvency).<br />

The balance Investments arising from recovered loans includes the amount of Euros 436,480,000 (31 December 2007: Euros 447,187,000) related to buildings<br />

accounted in the "Fundo de Investimento Imobiliário Imosotto Acumulação", "Fundo de Investimento Imobiliário Gestão Imobiliária" and "Fundo de Investimento<br />

Imobiliário Imorenda", which in accordance with SIC 12, are consolidated under the full consolidation method as referred in the accounting policy presented in note<br />

1 b). The referred balance also includes buildings for which there is a sale agreement in the amount of Euros 100,856,000 (2007: Euros 38,693,000) but considering<br />

their characteristics do not comply with the requirements of IFRS 5 - Non-current assets held for sale, as referred in the accounting policy presented in note 1 s).<br />

As at 31 December 2008, the balance Prepayments and deferred costs includes the amount of Euros 572,291,000 (31 December 2007: Euros 587,876,000) referring<br />

to the corridor value and deferred actuarial losses, in excess of the corridor in the amount of Euros 1,567,654,000 (31 December 2007: Euros 765,032,000), in<br />

accordance with the accounting policy presented in note 1 w).<br />

The deferred costs related to pensions, included in Prepayments and deferred costs are, analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Projected benefit obligations (5,722,9<strong>09</strong>) (5,878,738)<br />

Value of the Pension Fund 5,322,224 5,616,436<br />

(400,685) (262,302)<br />

Actuarial losses<br />

Corridor 572,291 587,876<br />

Amount in excess of the corridor 1,567,654 765,032<br />

2,139,945 1,352,908<br />

1,739,260 1,<strong>09</strong>0,606<br />

The difference between the Projected benefit obligation and the Value of the Pension Fund in the amount of Euros 400,685,000 (2007: Euros 262,302,000) correspond<br />

to other benefits not covered by the Pension Fund which are fully provided for.


86 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

The movement of impairment for other assets is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Balance on 1 January 141,960 107,131<br />

Transfers (12,037) 1,013<br />

Impairment for the year 61,644 47,726<br />

Write back for the year (1,620) (1,972)<br />

Amounts charged-off (18,388) (11,850)<br />

Exchange rate differences (426) (88)<br />

Balance on 31 December 171,133 141,960<br />

30. Deposits from other credit institutions<br />

This balance is analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Non interest Interest Non interest Interest<br />

bearing bearing Total bearing bearing Total<br />

Credit institutions in Portugal 135,694 674,300 8<strong>09</strong>,994 84,646 256,963 341,6<strong>09</strong><br />

Credit institutions abroad 48,718 5,138,354 5,187,072 253,853 8,052,673 8,306,526<br />

184,412 5,812,654 5,997,066 338,499 8,3<strong>09</strong>,636 8,648,135<br />

This balance is analysed by the maturity date as follows:<br />

2008 2007<br />

Euros ’000<br />

Up to 3 months 2,903,404 4,465,402<br />

3 to 6 months 703,668 1,283,446<br />

6 to 12 months 980,332 859,675<br />

1 to 5 years 1,030,628 1,690,278<br />

More than 5 years 379,034 349,334<br />

5,997,066 8,648,135<br />

31. Deposits from customers<br />

This balance is analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Non interest Interest Non interest Interest<br />

bearing bearing Total bearing bearing Total<br />

Deposits from customers:<br />

Repayable on demand 12,603,263 942,415 13,545,678 13,1<strong>09</strong>,467 1,066,881 14,176,348<br />

Term deposits - 25,990,051 25,990,051 - 21,111,358 21,111,358<br />

Saving accounts - 4,781,069 4,781,069 - 3,523,888 3,523,888<br />

Treasury bills and other assets sold<br />

under repurchase agreement - 213,191 213,191 - - -<br />

Other - 377,179 377,179 - 435,017 435,017<br />

12,603,263 32,303,905 44,907,168 13,1<strong>09</strong>,467 26,137,144 39,246,611<br />

In accordance with Regulation no. 180/94 of 15 December, the Deposit Guarantee Fund was established to guarantee the reimbursement of funds deposited in Credit<br />

Institutions. The calculations of the annual contributions for this Fund are based on the criteria defined in Regulation n. 11/94 of the Bank of Portugal.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 87<br />

This balance is analysed by the period to maturity, as follows:<br />

2008 2007<br />

Euros ’000<br />

Deposits from customers repayable on demand: 13,545,678 14,176,348<br />

Term deposits and saving accounts from customers:<br />

Up to 3 months 23,583,<strong>09</strong>6 19,223,482<br />

3 to 6 months 4,031,067 2,566,270<br />

6 to 12 months 2,812,<strong>09</strong>8 2,536,123<br />

1 to 5 years 227,279 3<strong>09</strong>,371<br />

More than 5 years 117,580 -<br />

30,771,120 24,635,246<br />

Treasury bills and other assets sold under<br />

repurchase agreement:<br />

Up to 3 months 190,100 -<br />

3 to 6 months 18,734 -<br />

6 to 12 months 4,357 -<br />

213,191 -<br />

Other:<br />

Up to 3 months 9,537 141,164<br />

3 to 12 months - 54,580<br />

More than 1 year 367,642 239,273<br />

377,179 435,017<br />

44,907,168 39,246,611<br />

32. Debt securities issued<br />

This balance is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Bonds 17,784,038 19,379,041<br />

Commercial paper 2,682,127 7,303,532<br />

Other 49,401 115,917<br />

20,515,566 26,798,490<br />

The balance Bonds includes issues for which the embedded derivative was separated from the host contract, in accordance with note 22 and accounting policy 1 d).


88 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

The characteristics of the bonds and commercial paper issued by the Group, as at 31 December, 2008, are analysed as follows:<br />

Issue Maturity Nominal value Book value<br />

Issue date date Interest rate Euros '000 Euros '000<br />

Bonds issued:<br />

Banco Comercial Português:<br />

EMTN <strong>BCP</strong>-SFE 21ª Em. May, 2000 May, 2010 Fixed rate of 5.2% 65,000 66,032<br />

<strong>BCP</strong> 4.9% Nov 01/11-2ª Em. November, 2001 November, 2011 Fixed rate of 4.9% 21,655 21,948<br />

<strong>BCP</strong> 5.4% Nov 01/11-1ª Em. November, 2001 November, 2011 Fixed rate of 5.4% 174,000 177,718<br />

<strong>BCP</strong> 5.34% March-02/Mar-12 March, 2002 March, 2012 Fixed rate of 5.34% 160,551 165,490<br />

<strong>BCP</strong> Ob Cx Sep 2003/2011 September, 2003 September, 2011 Fixed rate of 4.37% 114,678 115,892<br />

<strong>BCP</strong> SFI Glo.Eq.Inc.Bui.Strat. January, 2004 January, 20<strong>09</strong> Indexed to portfolio of 20 shares 1,865 1,868<br />

<strong>BCP</strong> SFE Glob.Target Red. May, 2004 May, 20<strong>09</strong> Indexed to portfolio of 20 shares 1,375 1,375<br />

<strong>BCP</strong> SFI Glob.Target Red. May, 2004 May, 20<strong>09</strong> Indexed to portfolio of 20 shares 1,530 1,530<br />

<strong>BCP</strong> Super Inv.Mill.Nov 04/<strong>09</strong> November, 2004 November, 20<strong>09</strong> Indexed to portfolio of funds 38,147 38,147<br />

<strong>BCP</strong> Rend.Cr.Feb 05/<strong>09</strong> February, 2005 February, 20<strong>09</strong> Increasing rate of: 1st year 2%; 2nd 35,733 35,777<br />

year 2.25%; 3rd year 2.5%; 4th year 3.125%<br />

<strong>BCP</strong> Rend. 8 March 10 March, 2005 March, 2010 1st year 4%; 2nd year and following 22,458 22,458<br />

Max (9.3% - 2 * Euribor 12 months)<br />

<strong>BCP</strong> Mill. Ind. Mun. Mar 05/10 March, 2005 March, 2010 Indexed to portfolio of indexes 10,150 10,150<br />

<strong>BCP</strong> Super Inv.Mill. 05/10 April, 2005 December, 2010 Indexed to portfolio of funds 30,827 29,424<br />

<strong>BCP</strong> Rend. 8 May 10 May, 2005 May, 2010 1st year 4%; 2nd year and following 16,047 15,646<br />

Max (10.17% - 2 * Euribor 12 months)<br />

<strong>BCP</strong> Rend. 8 May 10 2ª em. May, 2005 May, 2010 1st year 4%; 2nd year and following 8,649 8,459<br />

Max (9.15% - 2 * Euribor 12 months)<br />

<strong>BCP</strong> Activo 4 June 05/<strong>09</strong> June, 2005 June, 20<strong>09</strong> Indexed to portfolio of shares 4,939 4,888<br />

<strong>BCP</strong> Ob Cx Aex Aug 05/10 August, 2005 August, 2010 Indexed to Aex index 10,000 9,764<br />

<strong>BCP</strong> Ob Cx Sp/Mib Aug 05/10 August, 2005 August, 2010 Indexed to Mib index 10,000 9,764<br />

<strong>BCP</strong> Ob Cx Dj euroxx50 August, 2005 August, 2010 Indexed to Dj euroxx50 index 10,000 9,764<br />

<strong>BCP</strong> Ob Cx Cac 40 August, 2005 August, 2010 Indexed to Cac 40 index 10,000 9,764<br />

<strong>BCP</strong> Ob Cx Ibex 35 August, 2005 August, 2010 Indexed to Ibex 35 index 10,000 9,764<br />

<strong>BCP</strong> Ob Cx Rend. 7 - Aug 2010 August, 2005 August, 2010 1st year 3.25%; 2nd year and following 24,772 24,072<br />

Max(8.1% - 2 * Euribor 12 months)<br />

<strong>BCP</strong> Ob Cx Triplo R. Sep 05/10 September, 2005 September, 2010 Indexed to Down Jones Global Titans 8,436 8,213<br />

50 index<br />

<strong>BCP</strong> Ob Cx Rend. 7 Oct 2010 October, 2005 October, 2010 1st year 3.5%; 2nd year and following 8,760 8,419<br />

Max(8.31% - 2 * Euribor 12 months)<br />

<strong>BCP</strong> Ob Cx Rend. Real Nov 10 November, 2005 November, 2010 Indexed to IPC index 15,000 14,331<br />

<strong>BCP</strong> Ob Cx E. Gr. S. Dec 05/15 December, 2005 December, 2015 Indexed to Dj euroxx50 index 2,427 2,262<br />

<strong>BCP</strong> Ob Cx R. Cr. Jan 20<strong>09</strong> January, 2006 January, 20<strong>09</strong> 1st Sem. 2.125%; 2nd Sem. 2.25%; 45,500 45,504<br />

3rd Sem. 2.5%; 4th Sem. 2.65%;<br />

5th Sem. 2.85%; 6th Sem. 3.10%<br />

<strong>BCP</strong> SFI Ob Cx R. Cr. Jan 20<strong>09</strong> January, 2006 January, 20<strong>09</strong> 1st Sem. 2.125%; 2nd Sem. 2.25%; 7,631 7,632<br />

3rd Sem. 2.5%; 4th Sem. 2.65%;<br />

5th Sem. 2.85%; 6th Sem. 3.1%<br />

<strong>BCP</strong> SFE Ob Cx R. Cr. Jan 20<strong>09</strong> January, 2006 January, 20<strong>09</strong> 1st Sem. 2.125%; 2nd Sem. 2.25%; 1,869 1,869<br />

3rd Sem. 2.5%; 4th Sem. 2.65%;<br />

5th Sem. 2.85%; 6th Sem. 3.1%<br />

<strong>BCP</strong> Ob Cx M.S. Act. Jan 05/11 January, 2006 January, 2011 Indexed to portfolio of indexes 9,569 9,448<br />

<strong>BCP</strong> Ob Cx I. Glob.12 Feb 06/11 February, 2006 February, 2011 Indexed to portfolio of indexes 14,496 13,287<br />

<strong>BCP</strong> Ob Cx E. I. S. Mar 06/16 March, 2006 March, 2016 Index to Down Jones EuroStoxx 1,100 1,026<br />

50 index<br />

<strong>BCP</strong> Ob Cx M. Oport Mar 06/10 March, 2006 March, 2010 Index to portfolio of indexes 9,333 9,154<br />

<strong>BCP</strong> Ob Cx. 3.84% Apr 2016 April, 2006 April, 2016 Fixed rate 3.84% 1,000 1,041<br />

<strong>BCP</strong> Ob Cx Cab. W. Eq. Jul 06/<strong>09</strong> July, 2006 July, 20<strong>09</strong> Indexed to portfolio of 3 indexes 1,660 1,633<br />

<strong>BCP</strong> Ob Cx Cab. Mund. Jul 06/<strong>09</strong> July, 2006 July, 20<strong>09</strong> Indexed to portfolio of 3 indexes 3,750 3,686<br />

<strong>BCP</strong> Ob Cx N. D. Var Aug 06/<strong>09</strong> August, 2006 August, 20<strong>09</strong> Indexed to portfolio of shares 18,325 18,249<br />

<strong>BCP</strong> Ob Cx R. Global 06/11 November, 2006 November, 2011 Index to Down Jones EuroStoxx 50 index 8,<strong>09</strong>1 7,776<br />

<strong>BCP</strong> Ob Cx R. Global II 06/11 December, 2006 December, 2011 Index to Down Jones EuroStoxx 50 index 10,000 9,681<br />

<strong>BCP</strong> Ob Cx R. Global II 2E 06/11 December, 2006 December, 2011 Index to Down Jones EuroStoxx 50 index 1,820 1,763<br />

<strong>BCP</strong> FRN May 07/14 May, 2007 May, 2014 Euribor 3M + 0.15% 1,228,500 1,228,510<br />

<strong>BCP</strong> FRN May 07/11 May, 2007 May, 2011 Euribor 3M + 0.15% 400,000 400,000<br />

<strong>BCP</strong> Cov Bonds Jun 07/17 June, 2007 June, 2017 Fixed rate of 4.75% 1,500,000 1,519,025<br />

<strong>BCP</strong> FRN Sep 12 August, 2007 September, 2012 Euribor 3M + 0.10% 310,000 310,000<br />

<strong>BCP</strong> Cov Bonds Oct 07/14 October, 2007 October, 2014 Fixed rate of 4.75% 1,000,000 1,078,481<br />

(continue)


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 89<br />

(continuation)<br />

Issue Maturity Nominal value Book value<br />

Issue date date Interest rate Euros '000 Euros '000<br />

<strong>BCP</strong> FRN Mar 17 December, 2007 March, 2017 Euribor 3M + 0.18% 100,000 100,000<br />

<strong>BCP</strong> Ob Cx I. Esp. Dec 07/<strong>09</strong> 1E December, 2007 December, 20<strong>09</strong> 5.25%, subject to Switch 40,473 40,473<br />

<strong>BCP</strong> Ob Cx I. Esp. Dec 07/<strong>09</strong> 2E December, 2007 December, 20<strong>09</strong> 5.50%, subject to Switch 153,007 153,007<br />

<strong>BCP</strong> Ob Cx I. Esp. Dec 07/<strong>09</strong> 3E December, 2007 December, 20<strong>09</strong> 5.25%, subject to Switch 147,471 147,471<br />

<strong>BCP</strong> Ob Cx I. Esp. Dec 07/<strong>09</strong> 4E December, 2007 December, 20<strong>09</strong> 5.50%, subject to Switch 133,208 133,208<br />

<strong>BCP</strong> Ob Cx I. Esp. Dec 07/<strong>09</strong> 5E December, 2007 December, 20<strong>09</strong> 5.75%, subject to Switch 58,349 58,349<br />

Bcp Ob Cx S Af 1E Mar 08/13 March, 2008 March, 2013 Euribor 3M + Remain Prize: 398,245 398,245<br />

1st year 0.0%; 2nd year 0.125%; 3rd year<br />

0.250%; 4th year 0.750%; 5th year 1.5%<br />

Bcp Ob Cx S Af 2E Mar 08/13 March, 2008 March, 2013 Euribor 3M + Remain Prize: 86,843 86,843<br />

1st year 0.0%; 2nd year 0.125%; 3rd year<br />

0.250%; 4th year 0.750%; 5th year 1.5%<br />

Bcpsfi Ob Cx S Af 1E Mar 08/13 March, 2008 March, 2013 Euribor 3M + Remain Prize: 33,864 33,864<br />

1st year 0.0%; 2nd year 0.125%; 3rd year<br />

0.250%; 4th year 0.750%; 5th year 1.5%<br />

Bcpsfe Ob Cx S Af 1E Mar 08/13 March, 2008 March, 2013 Euribor 3M + Remain Prize: 5,899 5,899<br />

1st year 0.0%; 2nd year 0.125%; 3rd year<br />

0.250%; 4th year 0.750%; 5th year 1.5%<br />

Bcp Ob Cx S Af 3E May 08/13 May, 2008 May, 2013 Euribor 3M + Remain Prize: 478,469 478,470<br />

1st year 0.0%; 2nd year 0.125%; 3rd year<br />

0.250%; 4th year 0.750%; 5th year 1.5%<br />

Bcpsfi Ob Cx S Af 3E May 08/13 May, 2008 May, 2013 Euribor 3M + Remain Prize: 21,871 21,871<br />

1st year 0.0%; 2nd year 0.125%; 3rd year<br />

0.250%; 4th year 0.750%; 5th year 1.5%<br />

Bcpsfe Ob Cx S Af 3E May 08/13 May, 2008 May, 2013 Euribor 3M + Remain Prize: 6,648 6,648<br />

1st year 0.0%; 2nd year 0.125%; 3rd year<br />

0.250%; 4th year 0.750%; 5th year 1.5%<br />

Bcp Frn May 2010 / Emtn 468 May, 2008 May, 2010 Euribor 3M + 0.75% 1,249,900 1,249,725<br />

Bcp Ob Cx S Af 4E Jun 08/13 June, 2008 June, 2013 Euribor 3M + Remain Prize: 391,138 391,138<br />

1st year 0.0%; 2nd year 0.125%; 3rd year<br />

0.250%; 4th year 0.750%; 5th year 1.5%<br />

Bcpsfi Ob Cx S Af 4E Jun 08/13 June, 2008 June, 2013 Euribor 3M + Remain Prize: 15,819 15,819<br />

1st year 0.0%; 2nd year 0.125%; 3rd year<br />

0.250%; 4th year 0.750%; 5th year 1.5%<br />

Bcpsfe Ob Cx S Af 4E Jun 08/13 June, 2008 June, 2013 Euribor 3M + Remain Prize: 3,217 3,217<br />

1st year 0.0%; 2nd year 0.125%; 3rd year<br />

0.250%; 4th year 0.750%; 5th year 1.5%<br />

Bcp Ob Cx S Af 5E Jul 08/13 July, 2008 July, 2013 Euribor 3M + Remain Prize: 116,058 116,060<br />

1st year 0.0%; 2nd year 0.125%; 3rd year<br />

0.250%; 4th year 0.750%; 5th year 1.5%<br />

Bcpsfi Ob Cx S Af 5E Jul 08/13 July, 2008 July, 2013 Euribor 3M + Remain Prize: 12,155 12,155<br />

1st year 0.0%; 2nd year 0.125%; 3rd year<br />

0.250%; 4th year 0.750%; 5th year 1.5%<br />

Bcpsfe Ob Cx S Af 5E Jul 08/13 July, 2008 July, 2013 Euribor 3M + Remain Prize: 3,387 3,387<br />

1st year 0.0%; 2nd year 0.125%; 3rd year<br />

0.250%; 4th year 0.750%; 5th year 1.5%<br />

Bcp O Cx S A M B 1E Oct 08/13 October, 2008 October, 2013 Euribor 3M + Remain Prize: 341,199 341,199<br />

1st year 0.125%; 2nd year 0.250%; 3rd year<br />

0.50%; 4th year 0.750%; 5th year 1.5%<br />

Bcp Sfi O Cx S A M B 1E 08/13 October, 2008 October, 2013 Euribor 3M + Remain Prize: 24,407 24,407<br />

1st year 0.125%; 2nd year 0.250%; 3rd year<br />

0.50%; 4th year 0.750%; 5th year 1.5%<br />

Bcp Sfe O Cx S A M B1E Oct08/13 October, 2008 October, 2013 Euribor 3M + Remain Prize: 3,976 3,976<br />

1st year 0.125%; 2nd year 0.250%; 3rd year<br />

0.50%; 4th year 0.750%; 5th year 1.5%<br />

Bcp O Cx S A M B2E Nov 08/13 November, 2008 November, 2013 Euribor 3M + Remain Prize: 201,769 201,769<br />

1st year 0.125%; 2nd year 0.250%; 3rd year<br />

0.50%; 4th year 0.750%; 5th year 1.5%<br />

Bcp Sfi O Cx S A M B2E 08/13 November, 2008 November, 2013 Euribor 3M + Remain Prize: 10,294 10,294<br />

1st year 0.125%; 2nd year 0.250%; 3rd year<br />

0.50%; 4th year 0.750%; 5th year 1.5%<br />

Bcp Sfe O Cx S A M B2E Nov 08/13 November, 2008 November, 2013 Euribor 3M + Remain Prize: 1,952 1,952<br />

1st year 0.125%; 2nd year 0.250%; 3rd year<br />

0.50%; 4th year 0.750%; 5th year 1.5%<br />

(continue)


90 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

(continuation)<br />

Issue Maturity Nominal value Book value<br />

Issue date date Interest rate Euros '000 Euros '000<br />

Bcp O Cx S A M B3E Dec 08/13 December, 2008 December, 2013 Euribor 3M + Remain Prize: 233,714 233,714<br />

1st year 0.125%; 2nd year 0.250%; 3rd year<br />

0.50%; 4th year 0.750%; 5th year 1.5%<br />

Bcp Sfi O Cx S A M B3E 08/13 December, 2008 December, 2013 Euribor 3M + Remain Prize: 12,112 12,112<br />

1st year 0.125%; 2nd year 0.250%; 3rd year<br />

0.50%; 4th year 0.750%; 5th year 1.5%<br />

Bcp Sfe O Cx S A M B3E Dec 08/13 December, 2008 December, 2013 Euribor 3M + Remain Prize: 2,951 2,951<br />

1st year 0.125%; 2nd year 0.250%; 3rd year<br />

0.50%; 4th year 0.750%; 5th year 1.5%<br />

<strong>BCP</strong> Investimento:<br />

5.32% - 2001/<strong>09</strong> Mar 20<strong>09</strong> March, 2001 March, 20<strong>09</strong> Fixed rate of 5.32% 49,400 49,445<br />

5.34% - 2001/<strong>09</strong> Mar 20<strong>09</strong> March, 2001 March, 20<strong>09</strong> Fixed rate of 5.34% 15,000 15,014<br />

5.35% - 2001/<strong>09</strong> Mar 20<strong>09</strong> March, 2001 March, 20<strong>09</strong> Fixed rate of 5.35% 12,700 12,712<br />

5.36% - 2001/<strong>09</strong> Mar 20<strong>09</strong> March, 2001 March, 20<strong>09</strong> Fixed rate of 5.36% 37,000 37,036<br />

6.522% - March 2001/20<strong>09</strong> March, 2001 March, 20<strong>09</strong> Fixed rate of 6.522% 7,500 7,517<br />

Rendimento Seguro 2001/20<strong>09</strong> March, 2001 March, 20<strong>09</strong> Fixed rate of 1.95% 7,500 7,500<br />

Bank <strong>Millennium</strong>:<br />

Orchis Sp. z o.o. - G. S. Inv. Bond December, 2007 December, 2016 WIBOR 1 month + 26.0 bp 83,753 83,753<br />

Orchis Sp. z o.o. - EIB S. Inv. Bond December, 2007 December, 2016 WIBOR 1 month + 26.0 bp 101,280 101,280<br />

Orchis Sp. z o.o. - M. Inv. Bond December, 2007 December, 2016 WIBOR 1 month + 15.0 bp 8,511 8,511<br />

Bank <strong>Millennium</strong> - BM_20<strong>09</strong>/10 October, 2008 October, 20<strong>09</strong> Cl1 (Comdty) Or Cl2 (Comdty) 1,429 1,429<br />

Bank <strong>Millennium</strong> - BM_20<strong>09</strong>/10A October, 2008 October, 20<strong>09</strong> Cl1 (Comdty) Or Cl2 (Comdty) 1,236 1,236<br />

Bank <strong>Millennium</strong> - BM_2010/07 July, 2008 July, 2010 Usdrub (Curncy) 55%; Eurrub (Curncy) 45% 2,411 2,411<br />

Bank <strong>Millennium</strong> - BM_2010/07A July, 2008 July, 2010 Usdrub (Curncy) 55%; Eurrub (Curncy) 45% 1,677 1,677<br />

Bank <strong>Millennium</strong> - BM_2010/<strong>09</strong> September, 2008 September, 2010 Spdtp (Index) 391 391<br />

Bank <strong>Millennium</strong> - BM_2010/<strong>09</strong>A September, 2008 September, 2010 Spdtp (Index) 654 654<br />

Bank <strong>Millennium</strong> - BM_2010/12 December, 2008 December, 2010 Goldplnpm (Comdty) 1,826 1,826<br />

Bank <strong>Millennium</strong> - BM_2010/12A December, 2008 December, 2010 Goldplnpm (Comdty) 313 313<br />

Bank <strong>Millennium</strong> - BM_2011/02 February, 2008 February, 2011 Rdxusd (Index) 833 833<br />

Bank <strong>Millennium</strong> - BM_2011/03_1 March, 2008 March, 2011 Spbnm10E (Index) 1,366 1,366<br />

Bank <strong>Millennium</strong> - BM_2011/03_2 March, 2008 March, 2011 Spbnm10E (Index) 964 964<br />

Bank <strong>Millennium</strong> - BM_2011/04 April, 2008 April, 2011 Egidx (Index) 2,149 2,149<br />

Bank <strong>Millennium</strong> - BM_2011/05 May, 2008 May, 2011 Goldplnpm (Comdty) 25%; Pltmlnpm 2,295 2,295<br />

(Comdty) 25%; Api21Mon (Comdty) 25%;<br />

Hp1(Comdty) 25%<br />

Bank <strong>Millennium</strong> - BM_2011/05A May, 2008 May, 2011 Goldplnpm (Comdty) 25%; Pltmlnpm 1,806 1,806<br />

(Comdty) 25%; Api21Mon (Comdty) 25%;<br />

Hp1(Comdty) 25%<br />

Bank <strong>Millennium</strong> - BM_2011/11 November, 2008 November, 2011 Eurpln (Crncy) 1,812 1,812<br />

Bank <strong>Millennium</strong> - BM_2011/11A November, 2008 November, 2011 Eurpln (Crncy) 1,486 1,486<br />

Bank <strong>Millennium</strong> - BM_2012/01 December, 2008 January, 2012 Tpsa Pw (Equity) 25%; Pko Pw (Eqty) 1,533 1,533<br />

25%; Kgh Pw (Eqty) 25%; Pkn Pw (Eqty) 25%<br />

Bank <strong>Millennium</strong> - BM_2012/01A December, 2008 January, 2012 Tpsa Pw (Equity) 25%; Pko Pw (Eqty) 1,773 1,773<br />

25%; Kgh Pw (Eqty) 25%; Pkn Pw (Eqty) 25%<br />

Bank <strong>Millennium</strong> - BM_2012/04 March, 2008 April, 2012 Rdxusd (Index) 33,3333%; Meimduba 2,329 2,329<br />

(Index) 33,3333%; Ewz Us (Index) 33,3333%<br />

Bank <strong>Millennium</strong> - BM_2012/06 June, 2008 June, 2012 Sismeaa Lx (Equity) 50%; Jbafeub Lx 1,447 1,447<br />

(Aquity) 50%<br />

Banco de Investimento Imobiliário:<br />

FRN's BII Finance Company September, 1996 September, 2011 Euribor 3 m + 1.75% 83,962 83,279<br />

<strong>BCP</strong> Finance Bank:<br />

<strong>BCP</strong> Fin.Bank - Euros 11.429 m November, 2001 November, 20<strong>09</strong> Indexed to portfolio of shares 378 631<br />

<strong>BCP</strong> Fin.Bank - Euros 15 m November, 2001 November, 2011 Zero coupon 15,000 12,680<br />

<strong>BCP</strong> Fin.Bank - USD 4.515 m November, 2001 November, 20<strong>09</strong> Indexed to portfolio of shares 239 367<br />

<strong>BCP</strong> Fin.Bank - Euros 10 m July, 2002 July, 20<strong>09</strong> Dsct. rate 5.22741% 6.0338566% 10,000 9,723<br />

<strong>BCP</strong> Fin.Bank - Euros 6.1 m May, 2003 May, 2010 Fixed rate 1.74% + max (CPI UE; 0%) 3,497 3,499<br />

(continue)


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 91<br />

(continuation)<br />

Issue Maturity Nominal value Book value<br />

Issue date date Interest rate Euros '000 Euros '000<br />

<strong>BCP</strong> Fin.Bank - Euros 90 m June, 2003 June, 2013 Euribor 360 3 months + 0.35% 90,000 90,000<br />

<strong>BCP</strong> Fin.Bank - Euros 20 m December, 2003 December, 2023 Fixed rate of 5.31% 20,000 21,029<br />

<strong>BCP</strong> Fin.Bank - EUR 500 m February, 2004 February, 20<strong>09</strong> Euribor 3 months + 0.15%. 500,000 499,987<br />

<strong>BCP</strong> Fin.Bank - EUR 10 m March, 2004 March, 2024 Fixed rate of 5.01% 10,000 10,832<br />

<strong>BCP</strong> Fin.Bank - EUR 100 m May, 2004 May, 20<strong>09</strong> Euribor 3 months + 0.2% 100,000 100,072<br />

<strong>BCP</strong> Fin.Bank - HKD 156 m August, 2004 August, 20<strong>09</strong> HKD Hibor 3 months + 0.23% 14,463 14,478<br />

<strong>BCP</strong> Fin.Bank - EUR 50 m September, 2004 September, 2014 Euribor 3 months + 0.2% 50,000 49,871<br />

<strong>BCP</strong> Fin.Bank - EUR 50 m September, 2004 September, 20<strong>09</strong> Euribor 3 months + 0.15% 50,000 49,993<br />

<strong>BCP</strong> Fin.Bank - EUR 500 m October, 2004 October, 20<strong>09</strong> Euribor 3 months + 0.15% 500,000 499,925<br />

<strong>BCP</strong> Fin.Bank - EUR 20 m December, 2004 December, 2014 Euribor 6 months + 0.22% 20,000 19,980<br />

<strong>BCP</strong> Fin.Bank - EUR 9.7 m January, 2005 January, 2012 1st year 7.5%; 2nd year Max (former 5,725 5,735<br />

coupon + 1.75% - Euribor 3 months);<br />

3rd year Max (former coupon + 2.25%<br />

- Euribor 3 months); 4th year Max<br />

(former coupon + 2.75% - Euribor 3<br />

months); 5th year Max (former coupon<br />

+ 3.25% - Euribor 3 months); 6th year<br />

Max (former coupon + 3.75% - Euribor<br />

3 months); 7th year Max (former<br />

coupon + 4.25% - Euribor 3 months)<br />

<strong>BCP</strong> Fin.Bank - EUR 650 m January, 2005 January, 2010 Euribor 6 months + 0.15% 650,000 649,933<br />

<strong>BCP</strong> Fin.Bank - EUR 3 m February, 2005 February, 2015 1st year 6.6%; 2nd to 4th year former 1,800 1,800<br />

coupon *n/N; 5th year 6.6%; 6th to<br />

10th year former coupon *n/N; (n: n.<br />

of days Euribor 3 months


92 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

(continuation)<br />

Issue Maturity Nominal value Book value<br />

Issue date date Interest rate Euros '000 Euros '000<br />

<strong>BCP</strong> Fin.Bank - EUR 500 m February, 2006 February, 2011 Euribor 3 months + 0.1% 489,000 488,502<br />

<strong>BCP</strong> Fin.Bank - GBP 50 m February, 2006 February, 20<strong>09</strong> GBP Libor - BBA 3M + 0.04% 52,493 52,625<br />

<strong>BCP</strong> Fin.Bank - EUR 1000 m March, 2006 March, 20<strong>09</strong> Euribor 3 months + 0.1% 1,000,000 1,000,000<br />

<strong>BCP</strong> Fin.Bank - EUR 200 m April, 2006 April, 2010 Euribor 3 months + 0.125% 200,000 200,000<br />

<strong>BCP</strong> Fin.Bank - EUR 5.335 m April, 2006 April, 20<strong>09</strong> Indexed to GSCI Sugar Excess 1,884 1,868<br />

Return index<br />

<strong>BCP</strong> Fin.Bank - EUR 13.45 m May, 2006 May, 2014 Euribor 6 months + 37 bp per year 12,950 12,950<br />

<strong>BCP</strong> Fin.Bank - EUR 5.65 m May, 2006 May, 2014 Euribor 6 months + 32 bp per year 5,350 5,350<br />

<strong>BCP</strong> Fin.Bank - EUR 11 m June, 2006 June, 2014 Euribor 6 months + 35 bp per year 11,000 10,980<br />

<strong>BCP</strong> Fin.Bank - GBP 14.6 m July, 2006 July, 2011 Fixed rate of 5.3525% 15,328 16,276<br />

<strong>BCP</strong> Fin.Bank - USD 3 m July, 2006 July, 2016 USD Libor 6 months + 0.75% *n/N; 2,156 1,430<br />

(n: n. of days USD Libor 6 months< Barrier)<br />

<strong>BCP</strong> Fin.Bank - EUR 10.2 m July, 2006 July, 20<strong>09</strong> Indexed to portfolio of indexes 8,920 8,793<br />

<strong>BCP</strong> Fin.Bank - EUR 1.225 m August, 2006 August, 20<strong>09</strong> Indexed to portfolio of indexes 875 860<br />

<strong>BCP</strong> Fin.Bank - EUR 0.885 m August, 2006 August, 20<strong>09</strong> Indexed to portfolio of 3 indexes 810 798<br />

<strong>BCP</strong> Fin.Bank - EUR 1.5 m August, 2006 August, 20<strong>09</strong> Indexed to portfolio of 2 indexes 1,125 1,106<br />

of "NOKIA OYJ"<br />

<strong>BCP</strong> Fin.Bank - USD 25 m September, 2006 September, 20<strong>09</strong> USD Libor 1 month + 0.055% per year 17,964 18,252<br />

<strong>BCP</strong> Fin.Bank - EUR 1500 m October, 2006 October, 20<strong>09</strong> Euribor 3 months + 0.1% per year 1,500,000 1,499,974<br />

<strong>BCP</strong> Fin.Bank - EUR 2 m November, 2006 November, 20<strong>09</strong> Indexed to portfolio of indexes 1,765 1,718<br />

<strong>BCP</strong> Fin.Bank - USD 2 m November, 2006 November, 20<strong>09</strong> Indexed to portfolio of indexes 834 804<br />

<strong>BCP</strong> Fin.Bank - CZK 500 m December, 2006 December, 2011 Pribor 3 months+0.<strong>09</strong>% per year 18,605 18,595<br />

<strong>BCP</strong> Fin.Bank - EUR 1.3 m December, 2006 December, 20<strong>09</strong> Indexed to portfolio of 3 shares 1,207 1,178<br />

<strong>BCP</strong> Fin.Bank - EUR 1.4 m December, 2006 December, 20<strong>09</strong> Indexed to portfolio of 3 indexes 1,400 1,357<br />

<strong>BCP</strong> Fin.Bank - EUR 20 m December, 2006 June, 2015 Index to Nikkei 225 index 20,000 20,000<br />

<strong>BCP</strong> Fin.Bank - EUR 100 m January, 2007 January, 2017 Euribor 3 months + 0.175% 100,000 99,899<br />

<strong>BCP</strong> Fin.Bank - EUR 1000 m February, 2007 February, 2012 Euribor 3 months + 0.125% 955,000 954,793<br />

<strong>BCP</strong> Fin.Bank - EUR 32.1 m June, 2008 June, 2016 Euribor 6 months + 0.5% per year 32,100 32,100<br />

<strong>BCP</strong> Fin.Bank - EUR 31.35 m October, 2008 October, 2016 Euribor 6M + 0.60% per year 31,350 31,350<br />

Bank <strong>Millennium</strong> (Greece):<br />

Kion 2006-1 A December, 2006 July, 2051 Euribor 3 months + 0.15% 255,174 255,174<br />

Kion 2006-1 B December, 2006 July, 2051 Euribor 3 months + 0.27% 28,200 28,200<br />

Kion 2006-1 C December, 2006 July, 2051 Euribor 3 months + 0.55% 18,000 18,000<br />

NOVA Nº 3:<br />

NOVA Nº 3 - Class C Notes November, 2002 October, 2011 Euribor 3 months + 0.73% 5,841 5,841<br />

NOVA Nº 3 - Class D Notes November, 2002 October, 2011 Euribor 3 months + 1.375% 16,000 16,000<br />

17,644,425<br />

Accruals 139,613<br />

17,784,038<br />

Commercial paper:<br />

<strong>BCP</strong> Finance Bank:<br />

<strong>BCP</strong> Finance Bank - GBP 4.5 m January, 2008 January, 20<strong>09</strong> Fixed rate of 5.42% 4,724 4,714<br />

<strong>BCP</strong> Finance Bank - USD 8 m January, 2008 January, 20<strong>09</strong> Fixed rate of 3.61% 5,748 5,740<br />

<strong>BCP</strong> Finance Bank - EUR 130 m January, 2008 January, 20<strong>09</strong> Fixed rate of 4.445% 130,000 129,760<br />

<strong>BCP</strong> Finance Bank - GBP 23 m January, 2008 January, 20<strong>09</strong> Fixed rate of 5.48% 24,147 24,078<br />

<strong>BCP</strong> Finance Bank - EUR 10 m January, 2008 January, 20<strong>09</strong> Fixed rate of 4.33% 10,000 9,968<br />

<strong>BCP</strong> Finance Bank - EUR 10 m March, 2008 February, 20<strong>09</strong> Fixed rate of 4.75% 10,000 9,925<br />

<strong>BCP</strong> Finance Bank - EUR 2 m April, 2008 April, 20<strong>09</strong> Fixed rate of 4.73% 2,000 1,975<br />

<strong>BCP</strong> Finance Bank - EUR 4 m April, 2008 January, 20<strong>09</strong> Fixed rate of 4.81% 4,000 3,999<br />

<strong>BCP</strong> Finance Bank - EUR 7.5 m April, 2008 April, 20<strong>09</strong> Fixed rate of 4.97% 7,500 7,380<br />

<strong>BCP</strong> Finance Bank - EUR 7 m May, 2008 May, 20<strong>09</strong> Fixed rate of 4.97% 7,000 6,880<br />

<strong>BCP</strong> Finance Bank - EUR 16 m May, 2008 May, 20<strong>09</strong> Fixed rate of 4.98% 16,000 15,698<br />

<strong>BCP</strong> Finance Bank - EUR 10 m June, 2008 June, 20<strong>09</strong> Fixed rate of 5.1% 10,000 9,785<br />

<strong>BCP</strong> Finance Bank - EUR 15 m June, 2008 June, 20<strong>09</strong> Fixed rate of 5.13% 15,000 14,670<br />

<strong>BCP</strong> Finance Bank - EUR 10 m June, 2008 June, 20<strong>09</strong> Fixed rate of 5.42% 10,000 9,762<br />

<strong>BCP</strong> Finance Bank - EUR 2 m June, 2008 June, 20<strong>09</strong> Fixed rate of 5.42% 2,000 1,952<br />

<strong>BCP</strong> Finance Bank - EUR 3 m June, 2008 June, 20<strong>09</strong> Fixed rate of 5.37% 3,000 2,924<br />

<strong>BCP</strong> Finance Bank - EUR 41 m June, 2008 January, 20<strong>09</strong> Fixed rate of 5.61% 41,000 40,841<br />

<strong>BCP</strong> Finance Bank - EUR 10 m June, 2008 April, 20<strong>09</strong> Fixed rate of 5.33% 10,000 9,828<br />

(continue)


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 93<br />

(continuation)<br />

Issue Maturity Nominal value Book value<br />

Issue date date Interest rate Euros '000 Euros '000<br />

<strong>BCP</strong> Finance Bank - EUR 10 m July, 2008 April, 20<strong>09</strong> Fixed rate of 5.25% 10,000 9,870<br />

<strong>BCP</strong> Finance Bank - JPY 10 m July, 2008 April, 20<strong>09</strong> Fixed rate of 1.23% 15,855 15,807<br />

<strong>BCP</strong> Finance Bank - EUR 15 m July, 2008 January, 20<strong>09</strong> Fixed rate of 5.17% 15,000 14,991<br />

<strong>BCP</strong> Finance Bank - EUR 67 m July, 2008 February, 20<strong>09</strong> Fixed rate of 5.2% 67,000 66,625<br />

<strong>BCP</strong> Finance Bank - EUR 140 m July, 2008 January, 20<strong>09</strong> Fixed rate of 5.15% 140,000 139,920<br />

<strong>BCP</strong> Finance Bank - EUR 6 m July, 2008 January, 20<strong>09</strong> Fixed rate of 5.15% 6,000 5,994<br />

<strong>BCP</strong> Finance Bank - EUR 10 m July, 2008 January, 20<strong>09</strong> Fixed rate of 5.15% 10,000 9,989<br />

<strong>BCP</strong> Finance Bank - EUR 11.5 m July, 2008 July, 20<strong>09</strong> Fixed rate of 5.38% 11,500 11,184<br />

<strong>BCP</strong> Finance Bank - EUR 50 m July, 2008 July, 20<strong>09</strong> Fixed rate of 5.38% 50,000 48,577<br />

<strong>BCP</strong> Finance Bank - EUR 92 m July, 2008 January, 20<strong>09</strong> Fixed rate of 5.15% 92,000 91,764<br />

<strong>BCP</strong> Finance Bank - EUR 15 m July, 2008 January, 20<strong>09</strong> Fixed rate of 5.14% 15,000 14,953<br />

<strong>BCP</strong> Finance Bank - EUR 10 m July, 2008 July, 20<strong>09</strong> Fixed rate of 5.43% 10,000 9,704<br />

<strong>BCP</strong> Finance Bank - EUR 2 m July, 2008 July, 20<strong>09</strong> Fixed rate of 5.4% 2,000 1,940<br />

<strong>BCP</strong> Finance Bank - EUR 12.5 m July, 2008 July, 20<strong>09</strong> Fixed rate of 5.39% 12,500 12,122<br />

<strong>BCP</strong> Finance Bank - EUR 5 m August, 2008 July, 20<strong>09</strong> Fixed rate of 5.36% 5,000 4,848<br />

<strong>BCP</strong> Finance Bank - EUR 115 m August, 2008 February, 20<strong>09</strong> Fixed rate of 5.18% 115,000 114,358<br />

<strong>BCP</strong> Finance Bank - EUR 4.5 m August, 2008 August, 20<strong>09</strong> Fixed rate of 5.3% 4,500 4,356<br />

<strong>BCP</strong> Finance Bank - EUR 15 m August, 2008 August, 20<strong>09</strong> Fixed rate of 5.33% 15,000 14,487<br />

<strong>BCP</strong> Finance Bank - EUR 10 m September, 2008 March, 20<strong>09</strong> Fixed rate of 5.19% 10,000 9,914<br />

<strong>BCP</strong> Finance Bank - EUR 4 m September, 2008 February, 20<strong>09</strong> Fixed rate of 5.18% 4,000 3,967<br />

<strong>BCP</strong> Finance Bank - EUR 300 m September, 2008 February, 20<strong>09</strong> Fixed rate of 5.22% 300,000 297,626<br />

<strong>BCP</strong> Finance Bank - EUR 10.5 m September, 2008 September, 20<strong>09</strong> Fixed rate of 5.35% 10,500 10,120<br />

<strong>BCP</strong> Finance Bank - EUR 30 m September, 2008 January, 20<strong>09</strong> Fixed rate of 5.11% 30,000 29,941<br />

<strong>BCP</strong> Finance Bank - EUR 10 m September, 2008 March, 20<strong>09</strong> Fixed rate of 5.2% 10,000 9,893<br />

<strong>BCP</strong> Finance Bank - EUR 20 m September, 2008 March, 20<strong>09</strong> Fixed rate of 5.22% 20,000 19,779<br />

<strong>BCP</strong> Finance Bank - EUR 5 m September, 2008 September, 20<strong>09</strong> Fixed rate of 5.44% 5,000 4,807<br />

<strong>BCP</strong> Finance Bank - EUR 15 m September, 2008 September, 20<strong>09</strong> Fixed rate of 5.49% 15,000 14,405<br />

<strong>BCP</strong> Finance Bank - EUR 18.5 m October, 2008 January, 20<strong>09</strong> Fixed rate of 5.37% 18,500 18,464<br />

<strong>BCP</strong> Finance Bank - EUR 5 m October, 2008 January, 20<strong>09</strong> Fixed rate of 5% 5,000 4,999<br />

<strong>BCP</strong> Finance Bank - EUR 20 m October, 2008 January, 20<strong>09</strong> Fixed rate of 5.015% 20,000 19,997<br />

<strong>BCP</strong> Finance Bank - EUR 75 m October, 2008 January, 20<strong>09</strong> Fixed rate of 5.13% 75,000 74,713<br />

<strong>BCP</strong> Finance Bank - EUR 12 m October, 2008 October, 20<strong>09</strong> Fixed rate of 5.03% 12,000 11,514<br />

<strong>BCP</strong> Finance Bank - EUR 5 m November, 2008 April, 20<strong>09</strong> Fixed rate of 4.85% 5,000 4,921<br />

<strong>BCP</strong> Finance Bank - EUR 15 m November, 2008 April, 20<strong>09</strong> Fixed rate of 4.83% 15,000 14,8<strong>09</strong><br />

<strong>BCP</strong> Finance Bank - EUR 15 m November, 2008 February, 20<strong>09</strong> Fixed rate of 4.32% 15,000 14,914<br />

<strong>BCP</strong> Finance Bank - EUR 30 m November, 2008 February, 20<strong>09</strong> Fixed rate of 4.23% 30,000 29,825<br />

<strong>BCP</strong> Finance Bank - EUR 50 m November, 2008 January, 20<strong>09</strong> Fixed rate of 4.225% 50,000 49,883<br />

<strong>BCP</strong> Finance Bank - EUR 11 m November, 2008 January, 20<strong>09</strong> Fixed rate of 4.15% 11,000 10,968<br />

<strong>BCP</strong> Finance Bank - EUR 40 m November, 2008 February, 20<strong>09</strong> Fixed rate of 4.11% 40,000 39,741<br />

<strong>BCP</strong> Finance Bank - GBP 10.5 m December, 2008 February, 20<strong>09</strong> Fixed rate of 3.35% 11,024 10,991<br />

<strong>BCP</strong> Finance Bank - EUR 8.5 m December, 2008 March, 20<strong>09</strong> Fixed rate of 4.05% 8,500 8,443<br />

<strong>BCP</strong> Finance Bank - EUR 35 m December, 2008 February, 20<strong>09</strong> Fixed rate of 3.98% 35,000 34,877<br />

<strong>BCP</strong> Finance Bank - EUR 14 m December, 2008 March, 20<strong>09</strong> Fixed rate of 3.95% 14,000 13,904<br />

<strong>BCP</strong> Finance Bank - EUR 15 m December, 2008 January, 20<strong>09</strong> Fixed rate of 3.4% 15,000 14,990<br />

<strong>BCP</strong> Finance Bank - EUR 12 m December, 2008 February, 20<strong>09</strong> Fixed rate of 3.75% 12,000 11,951<br />

<strong>BCP</strong> Finance Bank - EUR 25 m December, 2008 January, 20<strong>09</strong> Fixed rate of 3.36% 25,000 24,981<br />

<strong>BCP</strong> Finance Bank - EUR 10 m December, 2008 February, 20<strong>09</strong> Fixed rate of 3.45% 10,000 9,961<br />

<strong>BCP</strong> Finance Bank - EUR 75 m December, 2008 March, 20<strong>09</strong> Fixed rate of 3.52% 75,000 74,497<br />

<strong>BCP</strong> Finance Bank - EUR 50 m December, 2008 March, 20<strong>09</strong> Fixed rate of 3.55% 50,000 49,657<br />

<strong>BCP</strong> Finance Bank - EUR 45 m December, 2008 March, 20<strong>09</strong> Fixed rate of 3.28% 45,000 44,691<br />

<strong>BCP</strong> Finance Bank - EUR 50 m December, 2008 January, 20<strong>09</strong> Fixed rate of 2.97% 50,000 49,926<br />

<strong>BCP</strong> Finance Bank - EUR 400 m December, 2008 June, 20<strong>09</strong> Fixed rate of 3.9% 400,000 392,641<br />

<strong>BCP</strong> Finance Bank - USD 5 m December, 2008 January, 20<strong>09</strong> Fixed rate of 1.550001% 3,593 3,589<br />

<strong>BCP</strong> Finance Bank - EUR 45 m December, 2008 March, 20<strong>09</strong> Fixed rate of 3.14% 45,000 44,680<br />

<strong>BCP</strong> Finance Bank - EUR 45 m December, 2008 March, 20<strong>09</strong> Fixed rate of 3.14% 45,000 44,680<br />

<strong>BCP</strong> Finance Bank - EUR 50 m December, 2008 March, 20<strong>09</strong> Fixed rate of 3.<strong>09</strong>% 50,000 49,625<br />

<strong>BCP</strong> Finance Bank - EUR 15 m December, 2008 January, 20<strong>09</strong> Fixed rate of 2.73% 15,000 14,967<br />

<strong>BCP</strong> Finance Bank - EUR 103 m December, 2008 January, 20<strong>09</strong> Fixed rate of 2.76% 103,000 102,772<br />

<strong>BCP</strong> Finance Bank - EUR 35 m December, 2008 March, 20<strong>09</strong> Fixed rate of 3.06% 35,000 34,737<br />

<strong>BCP</strong> Finance Bank - EUR 49 m December, 2008 January, 20<strong>09</strong> Fixed rate of 3.75% 49,000 48,999<br />

2,682,127


94 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

This balance is analysed by the period to maturity, as follows:<br />

2008 2007<br />

Euros ’000<br />

Bonds:<br />

Up to 3 months 1,774,487 638,076<br />

3 to 6 months 1<strong>09</strong>,733 1,284,155<br />

6 to 12 months 2,706,853 1,839,384<br />

1 to 5 years 8,284,560 10,407,612<br />

More than 5 years 4,768,792 5,069,915<br />

17,644,425 19,239,142<br />

Accruals 139,613 139,899<br />

17,784,038 19,379,041<br />

Commercial paper:<br />

Up to 3 months 2,015,159 5,577,730<br />

3 to 6 months 518,903 1,489,207<br />

6 to 12 months 148,065 236,595<br />

2,682,127 7,303,532<br />

Other:<br />

Up to 3 months 4,793 -<br />

3 to 12 months 1,553 13,406<br />

1 to 5 years 38,666 102,511<br />

More than 5 years 4,389 -<br />

49,401 115,917<br />

20,515,566 26,798,490<br />

33. Financial liabilities hold for trading<br />

The balance is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Securities loans - 79,353<br />

FRA 424 -<br />

Swaps 2,078,564 1,159,334<br />

Options 24,720 4,184<br />

Embedded derivatives 11,923 52,626<br />

Forwards 23,184 8,768<br />

2,138,815 1,304,265<br />

The balance Financial liabilities held for trading includes, the embedded derivatives valuation separated from the host contract in accordance with the accounting policy<br />

presented in note 1 d), in the amount of Euros 11,923,000 (31 December 2007: Euros 52,626,000). This note should be analysed with note 22.<br />

34. Other financial liabilities held for trading at fair value through profit or loss<br />

The balance is analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Deposits from credit institutions 1,935,354 31,710<br />

Deposits from customers 35,522 -<br />

Bonds 3,922,153 1,723,337<br />

Commercial paper 523,123 -<br />

Subordinated debt 298,171 -<br />

6,714,323 1,755,047<br />

The balance Other financial liabilities held for trading at fair value through profit or loss account includes the amount of Euros 88,273,000 (31 December 2007: Euros<br />

8,044,000) related to the fair value changes of the risk credit of the Group <strong>BCP</strong>, as referred in the accounting policy presented in note 1 d).


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 95<br />

The characteristics of the bonds, commercial paper and subordinated debt issued by the Group at fair value through profit or loss as at 31 December, 2008, are analysed<br />

as follows:<br />

Issue Maturity Nominal value Book value<br />

Issue date date Interest rate Euros '000 Euros '000<br />

Bonds issued:<br />

Banco Comercial Português:<br />

<strong>BCP</strong> Ob Cx C.Call Feb 2007/<strong>09</strong> February, 2007 February, 20<strong>09</strong> Indexed to DJ EuroStoxx 50 index 1,250 1,246<br />

<strong>BCP</strong> Ob Cx 8%Feb 2007/<strong>09</strong> February, 2007 February, 20<strong>09</strong> 1st Quart. 2.5%; 2nd Quart. 2.5%; 88,948 89,459<br />

3rd Quart. 2.750%; 4th Quart. 2.750%;<br />

5th Quart. 3.0%; 6th Quart. 3.0%;<br />

7th Quart. 4.0%; 8th Quart. 8.0%<br />

<strong>BCP</strong> Ob Cx 8%Feb 2007/<strong>09</strong> 2Em February, 2007 February, 20<strong>09</strong> 1st Quart. 2.5%; 2nd Quart. 2.5%; 21,636 21,760<br />

3rd Quart. 2.750%; 4th Quart. 2.750%;<br />

5th Quart. 3.0%; 6th Quart. 3.0%;<br />

7th Quart. 4.0%; 8th Quart. 8.0%<br />

<strong>BCP</strong> SFI Ob Cx.8%Feb 2007/<strong>09</strong> February, 2007 February, 20<strong>09</strong> 1st Quart. 2.5%; 2nd Quart. 2.5%; 24,578 24,719<br />

3rd Quart. 2.750%; 4th Quart. 2.750%;<br />

5th Quart. 3.0%; 6th Quart. 3.0%;<br />

7th Quart. 4.0%; 8th Quart. 8.0%<br />

<strong>BCP</strong> Ob Cx Eurostoxx50 Feb 2007/<strong>09</strong> February, 2007 February, 20<strong>09</strong> Indexed to DJ EuroStoxx 50 index 25,390 25,303<br />

<strong>BCP</strong> Ob Cx MR Dax Feb 2007/10 February, 2007 February, 2010 Indexed to DAX 30 index 13,802 14,507<br />

<strong>BCP</strong> Ob Cx R.G.III Feb 2007/12 February, 2007 February, 2012 Indexed to DJ EuroStoxx 50 index 20,652 18,345<br />

<strong>BCP</strong> SFE Ob Cx 8%Feb 2007/<strong>09</strong> February, 2007 February, 20<strong>09</strong> 1st Quart. 2.5%; 2nd Quart. 2.5%; 5,844 5,878<br />

3rd Quart. 2.750%; 4th Quart. 2.750%;<br />

5th Quart. 3.0%; 6th Quart. 3.0%;<br />

7th Quart. 4.0%; 8th Quart. 8.0%<br />

<strong>BCP</strong> Ob Cx 9%Mar 2007/<strong>09</strong> March, 2007 March, 20<strong>09</strong> 1st Quart. 2.5%; 2nd Quart. 2.5%; 112,655 114,206<br />

3rd Quart. 2.750%; 4th Quart. 2.750%;<br />

5th Quart. 3.0%; 6th Quart. 3.0%;<br />

7th Quart. 4.0%; 8th Quart. 9.0%<br />

<strong>BCP</strong> SFI Ob Cx 9%Mar 2007/<strong>09</strong> March, 2007 March, 20<strong>09</strong> 1st Quart. 2.5%; 2nd Quart. 2.5%; 22,185 22,490<br />

3rd Quart. 2.750%; 4th Quart. 2.750%;<br />

5th Quart. 3.0%; 6th Quart. 3.0%;<br />

7th Quart. 4.0%; 8th Quart. 9.0%<br />

<strong>BCP</strong> Ob Cx Eurostoxx50 Mar 2007/<strong>09</strong> March, 2007 March, 20<strong>09</strong> Indexed to DJ EuroStoxx 50 index 15,567 15,458<br />

<strong>BCP</strong> Ob Cx Op 4%+ Mar 2007/10 March, 2007 March, 2010 Indexed to portfolio of shares 20,349 19,398<br />

<strong>BCP</strong> Ob Cx RGIv Mar 2007/12 March, 2007 March, 2012 Indexed to DJ EuroStoxx 50 index 12,672 11,317<br />

<strong>BCP</strong> Ob Cx RGIv 2Em Mar 2007/12 March, 2007 March, 2012 Indexed to DJ EuroStoxx 50 index 13,303 11,833<br />

<strong>BCP</strong> SFE Ob Cx 9%Mar 2007/<strong>09</strong> March, 2007 March, 20<strong>09</strong> 1st Quart. 2.5%; 2nd Quart. 2.5%; 2,917 2,957<br />

3rd Quart. 2.750%; 4th Quart. 2.750%;<br />

5th Quart. 3.0%; 6th Quart. 3.0%;<br />

7th Quart. 4.0%; 8th Quart. 9.0%<br />

<strong>BCP</strong> Ob Cx 9%May 2007/<strong>09</strong> May, 2007 May, 20<strong>09</strong> 1st Quart. 2.5%; 2nd Quart. 2.5%; 74,043 75,247<br />

3rd Quart. 2.750%; 4th Quart. 2.750%;<br />

5th Quart. 3.0%; 6th Quart. 3.0%;<br />

7th Quart. 4.0%; 8th Quart. 9.0%<br />

<strong>BCP</strong> SFI Ob Cx 9%May 2007/<strong>09</strong> May, 2007 May, 20<strong>09</strong> 1st Quart. 2.5%; 2nd Quart. 2.5%; 13,244 13,460<br />

3rd Quart. 2.750%; 4th Quart. 2.750%;<br />

5th Quart. 3.0%; 6th Quart. 3.0%;<br />

7th Quart. 4.0%; 8th Quart. 9.0%<br />

<strong>BCP</strong> Ob Cx I. M. May 2010 May, 2007 May, 2010 Indexed to portfolio of indexes 6,327 6,388<br />

<strong>BCP</strong> Ob Cx RGV 2Em May 2007/12 May, 2007 May, 2012 Indexed to DJ EuroStoxx 50 index 5,000 4,484<br />

<strong>BCP</strong> Ob Cx RGV May 2007/12 May, 2007 May, 2012 Indexed to DJ EuroStoxx 50 index 11,924 10,647<br />

<strong>BCP</strong> SFE Ob Cx 9%May 2007/<strong>09</strong> May, 2007 May, 20<strong>09</strong> 1st Quart. 2.5%; 2nd Quart. 2.5%; 471 478<br />

3rd Quart. 2.750%; 4th Quart. 2.750%;<br />

5th Quart. 3.0%; 6th Quart. 3.0%;<br />

7th Quart. 4.0%; 8th Quart. 9.0%<br />

<strong>BCP</strong> Ob Cx Obr 10 E-J Jun 2007/10 June, 2007 June, 2010 Indexed to portfolio of indexes 6,266 6,103<br />

<strong>BCP</strong> Ob Cx 10 %Jun 2007/<strong>09</strong> June, 2007 June, 20<strong>09</strong> 1st Quart. 2.5%; 2nd Quart. 2.5%; 77,323 79,028<br />

3rd Quart. 2.750%; 4th Quart. 2.750%;<br />

5th Quart. 3.0%; 6th Quart. 3.0%;<br />

7th Quart. 4.250%; 8th Quart. 10.0%<br />

<strong>BCP</strong> SFI Ob Cx 10%Jun 2007/<strong>09</strong> June, 2007 June, 20<strong>09</strong> 1st Quart. 2.5%; 2nd Quart. 2.5%; 13,421 13,717<br />

3rd Quart. 2.750%; 4th Quart. 2.750%;<br />

5th Quart. 3.0%; 6th Quart. 3.0%;<br />

7th Quart. 4.250%; 8th Quart. 10.0%<br />

(continue)


96 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

(continuation)<br />

Issue Maturity Nominal value Book value<br />

Issue date date Interest rate Euros '000 Euros '000<br />

<strong>BCP</strong> Ob Cx RGVi Jun 2007/12 June, 2007 June, 2012 Indexed to portfolio of indexes 14,288 12,878<br />

<strong>BCP</strong> SFE Ob Cx 10%Jun 2007/<strong>09</strong> June, 2007 June, 20<strong>09</strong> 1st Quart. 2.5%; 2nd Quart. 2.5%; 939 959<br />

3rd Quart. 2.750%; 4th Quart. 2.750%;<br />

5th Quart. 3.0%; 6th Quart. 3.0%;<br />

7th Quart. 4.250%; 8th Quart. 10.0%<br />

<strong>BCP</strong> Ob Cx Inv. 16 Aug 2007/<strong>09</strong> August, 2007 August, 20<strong>09</strong> 1st Quart. 3%; 2nd Quart. 3.25%; 27,972 27,819<br />

3rd Quart. 3.50%; 5th Quart. 3.75%;<br />

6th Quart. 4%; 7th Quart. 4.25%;<br />

4th e 8th Quart. Indexed to portfolio<br />

of 4 shares<br />

<strong>BCP</strong> Ob Cx M.C. Aug 2007/<strong>09</strong> August, 2007 August, 20<strong>09</strong> 1st Sem. 3.750%; 2nd Sem. 4.0%; 58,533 59,363<br />

3rd Sem. 4.250%; 4th Sem. 4.5%<br />

<strong>BCP</strong> SFI Ob Cx M.C. Aug 2007/<strong>09</strong> August, 2007 August, 20<strong>09</strong> 1st Sem. 3.750%; 2nd Sem. 4.0%; 15,737 15,960<br />

3rd Sem. 4.250%; 4th Sem. 4.5%<br />

<strong>BCP</strong> Ob Cx RGVii Aug2007/12 August, 2007 August, 2012 Indexed to portfolio of indexes 12,271 11,454<br />

<strong>BCP</strong> SFE Ob Cx M.C. Aug 2007/<strong>09</strong> August, 2007 August, 20<strong>09</strong> 1st Sem. 3.750%; 2nd Sem. 4.0%; 1,390 1,410<br />

3rd Sem. 4.250%; 4th Sem. 4.5%<br />

<strong>BCP</strong> Ob Cx I.Eur. Sep 2007/<strong>09</strong> September, 2007 September, 20<strong>09</strong> 1st Quart. 3%; 2nd Quart. 3.25%; 23,662 23,756<br />

3rd Quart. 3.50%; 5th Quart. 3.75%;<br />

6th Quart. 4%; 7th Quart. 4.25%;<br />

4th e 8th Quart. Indexed to portfolio<br />

of 4 shares<br />

<strong>BCP</strong> Ob Cx M.C. Sep 2007/10 September, 2007 September, 2010 1st Sem. 4.00%; 2nd Sem. 4.05%; 37,832 38,031<br />

3rd Sem. 4.10%; 4th Sem. 4.15%;<br />

5th Sem. 4.20%; 6th Sem. 4.25%<br />

<strong>BCP</strong> SFI Ob Cx M.C. Sep 2007/10 September, 2007 September, 2010 1st Sem. 4.%; 2nd Sem. 4.05%; 8,485 8,530<br />

3rd Sem. 4.10%; 4th Sem. 4.15%;<br />

5th Sem. 4.20%; 6th Sem. 4.25%<br />

Ob Cx <strong>BCP</strong> RGViii Sep 2007/12 September, 2007 September, 2012 Indexed to portfolio of indexes 6,500 6,241<br />

<strong>BCP</strong> Ob Cx RGViii 2E Sep 2007/12 September, 2007 September, 2012 Indexed to portfolio of indexes 6,538 5,845<br />

<strong>BCP</strong> Ob Cx M.C. Aug 2010 September, 2007 August, 2010 1st Sem. 3.5%; 2nd Sem. 3.625%; 23,849 23,988<br />

3rd Sem. 3.750%; 4th Sem. 4.0%;<br />

5th Sem. 4.250%; 6th Sem. (5 months)=4.5%<br />

<strong>BCP</strong> SFI Ob Cx M.C. Aug 2010 September, 2007 August, 2010 1st Sem. 3.5%; 2nd Sem. 3.625%; 13,411 13,506<br />

3rd Sem. 3.750%; 4th Sem. 4.0%;<br />

5th Sem. 4.250%; 6th Sem. (5 months)=4.5%<br />

<strong>BCP</strong> Ob Cx M.C. Sep 2007/<strong>09</strong> September, 2007 September, 20<strong>09</strong> 1st Sem. 3.5%; 2nd Sem. 3.750%; 43,736 44,240<br />

3rd Sem. 3.875%; 4th Sem. 4.0%<br />

<strong>BCP</strong> SFI Ob Cx M.C. Sep 2007/<strong>09</strong> September, 2007 September, 20<strong>09</strong> 1st Sem. 3.5%; 2nd Sem. 3.750%; 58,222 58,893<br />

3rd Sem. 3.875%; 4th Sem. 4.0%<br />

<strong>BCP</strong> SFE Ob Cx M.C. Sep 2007/10 September, 2007 September, 2010 1st Sem. 4.%; 2nd Sem. 4.05%; 299 301<br />

3rd Sem. 4.10%; 4th Sem. 4.15%;<br />

5th Sem. 4.20%; 6th Sem. 4.25%<br />

<strong>BCP</strong> SFE Ob Cx M.C. Aug 2010 September, 2007 August, 2010 1st Sem. 3.5%; 2nd Sem. 3.625%; 3<strong>09</strong> 312<br />

3rd Sem. 3.750%; 4th Sem. 4.0%;<br />

5th Sem. 4.250%; 6th Sem.<br />

(5 months)=4.5%<br />

<strong>BCP</strong> SFE Ob Cx M.C. Sep 2007/<strong>09</strong> September, 2007 September, 20<strong>09</strong> 1st Sem. 3.5%; 2nd Sem. 3.750%; 5,248 5,308<br />

3rd Sem. 3.875%; 4th Sem. 4.0%<br />

<strong>BCP</strong> Ob Cx RGIx Oct 2007/12 October, 2007 October, 2012 Indexed to DJ EuroStoxx 50 index 3,275 3,160<br />

<strong>BCP</strong> Ob Cx M.C. Jan 2010 October, 2007 January, 2010 1st Sem. 3.50%; 2nd Sem. 3.60%; 48,374 49,331<br />

3rd Sem. 4.%; 4th Sem. 4.10%;<br />

5th Sem. (3 months)=4.50%<br />

<strong>BCP</strong> SFI Ob Cx M.C. Jan 2010 October, 2007 January, 2010 1st Sem. 3.50%; 2nd Sem. 3.60%; 29,404 29,986<br />

3rd Sem. 4.%; 4th Sem. 4.10%;<br />

5th Sem. (3 months)=4.50%<br />

<strong>BCP</strong> Ob Cx M.R.Eur. Oct2010 October, 2007 October, 2010 Indexed to DJ EuroStoxx 50 index 13,144 14,479<br />

<strong>BCP</strong> SFE Ob Cx M.C. Jan 2010 October, 2007 January, 2010 1st Sem. 3.50%; 2nd Sem. 3.60%; 1,9<strong>09</strong> 1,947<br />

3rd Sem. 4.%; 4th Sem. 4.10%;<br />

5th Sem. (3 months)=4.50%<br />

<strong>BCP</strong> Ob Cx I.S.Mund. Nov 07-<strong>09</strong> November, 2007 November, 20<strong>09</strong> 1st Quart. 3%; 2nd Quart. 3.25%; 19,972 19,988<br />

3rd Quart. 3.50%; 5th Quart. 3.75%;<br />

6th Quart. 4%; 7th Quart. 4.25%;<br />

4th e 8th Quart. Indexed to portfolio<br />

of 4 shares<br />

(continue)


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 97<br />

(continuation)<br />

Issue Maturity Nominal value Book value<br />

Issue date date Interest rate Euros '000 Euros '000<br />

<strong>BCP</strong> Ob Cx Inv. P. Nov 20<strong>09</strong> November, 2007 November, 20<strong>09</strong> 1st Sem. 3.50%; 2nd Sem. 3.75%; 52,369 53,216<br />

3rd Sem. 4.15%; 4th Sem. 4.50%<br />

<strong>BCP</strong> SFI Ob Cx I.P. Nov 20<strong>09</strong> November, 2007 November, 20<strong>09</strong> 1st Sem. 3.50%; 2nd Sem. 3.75%; 33,945 34,493<br />

3rd Sem. 4.15%; 4th Sem. 4.50%<br />

<strong>BCP</strong> SFE Ob Cx I.P. Nov 20<strong>09</strong> November, 2007 November, 20<strong>09</strong> 1st Sem. 3.50%; 2nd Sem. 3.75%; 4,514 4,587<br />

3rd Sem. 4.15%; 4th Sem. 4.50%<br />

<strong>BCP</strong> Ob Cx RGX Dec 2007/12 December, 2007 November, 2012 Indexed to DJ EuroStoxx 50 index 2,500 2,389<br />

<strong>BCP</strong> Ob Cx Inv Europa Dec 07/<strong>09</strong> December, 2007 December, 20<strong>09</strong> 1st Quart. 3%; 2nd Quart. 3.25%; 9,007 9,107<br />

3rd Quart. 3.50%; 5th Quart. 3.75%;<br />

6th Quart. 4%; 7th Quart. 4.25%;<br />

4th e 8th Quart. Indexed to portfolio<br />

of 4 shares<br />

<strong>BCP</strong> Ob Cx I.P. Dec 20<strong>09</strong> December, 2007 December, 20<strong>09</strong> 1st Sem. 3.50%; 2nd Sem. 3.60%; 29,664 30,216<br />

3rd Sem. 3.80%; 4th Sem. 4.25%<br />

<strong>BCP</strong> SFI Ob Cx I.P. Dec 20<strong>09</strong> December, 2007 December, 20<strong>09</strong> 1st Sem. 3.50%; 2nd Sem. 3.60%; 6,<strong>09</strong>1 6,204<br />

3rd Sem. 3.80%; 4th Sem. 4.25%<br />

<strong>BCP</strong> SFE Ob Cx I.P. Dec 20<strong>09</strong> December, 2007 December, 20<strong>09</strong> 1st Sem. 3.50%; 2nd Sem. 3.60%; 2,117 2,156<br />

3rd Sem. 3.80%; 4th Sem. 4.25%<br />

<strong>BCP</strong>Ob Cx Inv Men Feb 08/10 February, 2008 February, 2010 1st month 3.85%; 2nd to 23th month: last 149,220 152,147<br />

month interest rate + 0.05%;<br />

24th month 12.%<br />

<strong>BCP</strong>sfi Ob Cx Inv Men Feb2008 February, 2008 February, 2010 1st month 3.85%; 2nd to 23th month: last 16,427 16,750<br />

month interest rate + 0.05%;<br />

24th month 12.%<br />

<strong>BCP</strong>sfe Ob Cx Inv Men Feb 2008 February, 2008 February, 2010 1st month 3.85%; 2nd to 23th month: last 2,014 2,053<br />

month interest rate + 0.05%;<br />

24th month 12.%<br />

<strong>BCP</strong>Ob Cx Sup Inv 2008 Feb 08/11 February, 2008 February, 2011 1st Sem. 4.%; 2nd Sem. 4.25%; 3rd 49,981 50,307<br />

Sem. 4.5%; 4th Sem. 5%; 5th Sem. 6%<br />

<strong>BCP</strong>Ob Cx Inv Cab Mu Feb 08/11 February, 2008 February, 2011 Indexed to portfolio of 3 indexes 9,265 8,768<br />

<strong>BCP</strong>Ob Cx Inv Mercad Mar 08/11 March, 2008 March, 2011 Indexed to portfolio of 3 Commodities 18,656 17,957<br />

<strong>BCP</strong>Ob Cx Inv Agua May 08/11 May, 2008 May, 2011 Indexed to S&P Global Water 13,727 13,903<br />

<strong>BCP</strong>Covered Bonds - 4.875 Pct May, 2008 May, 2010 Fixed rate of 4.875% 1,000,000 1,020,401<br />

<strong>BCP</strong>Ob Cx Inv Ener Ren Jun 08/11 June, 2008 June, 2011 Indexed to portfolio of 4 shares 18,441 17,513<br />

<strong>BCP</strong>Ob Cx Inv Saude July 08/11 July, 2008 July, 2011 Indexed to portfolio of 5 shares 5,713 5,292<br />

<strong>BCP</strong>Ob Cx Inv Plus Sep 08/11 September, 2008 September, 2011 1º Quart.=5%; 2º Quart.=5%; 91,457 94,057<br />

3º Quart.=5.25%; 4º Quart.=5.25%;<br />

5º Quart.=5.5%; 6º Quart.=5.75%<br />

<strong>BCP</strong>Ob Cx Inv Iber Sep 2008/11 September, 2008 September, 2011 Indexed to portfolio of indexes 3,897 4,008<br />

<strong>BCP</strong>Sfi Ob Cx Inv Plus Sep 08/11 September, 2008 September, 2011 1º Quart.=5%; 2º Quart.=5%; 27,252 28,031<br />

3º Quart.=5.25%; 4º Quart.=5.25%;<br />

5º Quart.=5.5%; 6º Quart.=5.75%<br />

<strong>BCP</strong>Sfe Ob Cx Inv Plus Sep 08/11 September, 2008 September, 2011 1º Quart.=5%; 2º Quart.=5%; 2,816 2,896<br />

3º Quart.=5.25%; 4º Quart.=5.25%;<br />

5º Quart.=5.5%; 6º Quart.=5.75%<br />

<strong>BCP</strong>Ob Cx Inv Plus Oct 08/11 October, 2008 October, 2011 1º e 2º Sem.=4.75% ; 3º e 4º 56,964 58,705<br />

Sem.=5.0% ; 5º e 6º Sem.=5.25%<br />

<strong>BCP</strong>Sfi Ob Cx Inv Plus Oct 08/11 October, 2008 October, 2011 1º e 2º Sem.=4.75% ; 3º e 4º 21,640 22,301<br />

Sem.=5.0% ; 5º e 6º Sem.=5.25%<br />

<strong>BCP</strong>Ob Cx Inv Petroleo Oct 08/11 October, 2008 October, 2011 Indexed to portfolio of shares 3,165 3,075<br />

<strong>BCP</strong>Sfe Ob Cx Inv Plus Oct 08/11 October, 2008 October, 2011 1º e 2º Sem.=4.75% ; 3º e 4º 4,141 4,268<br />

Sem.=5.0% ; 5º e 6º Sem.=5.25%<br />

<strong>BCP</strong> Finance Bank:<br />

MTN - EUR 5 Millions February, 2007 February, 20<strong>09</strong> Indexed to portfolio of 2 indexes 2,684 2,679<br />

MTN - EUR 1.7 Millions February, 2007 February, 2010 Indexed to portfolio of 2 shares 1,651 17<br />

MTN - EUR 1 Millions February, 2007 February, 2010 Indexed to portfolio of 2 shares 997 35<br />

MTN - EUR 1.405 Millions February, 2007 February, 2010 Indexed to portfolio of 3 shares 1,405 1,344<br />

MTN - EUR 4.282 Millions February, 2007 February, 20<strong>09</strong> Indexed to DJ EuroStoxx 50 index 4,006 3,991<br />

MTN - EUR 1.1 Millions February, 2007 February, 2010 Indexed to portfolio of 2 shares 1,100 36<br />

MTN - USD 1.4 Millions March, 2007 March, 2010 Indexed to portfolio of 3 indexes 1,006 928<br />

MTN - EUR 5.7 Millions March, 2007 March, 2010 Indexed to portfolio of 3 shares 5,650 5,276<br />

MTN - EUR 3.62 Millions March, 2007 March, 2010 Indexed to portfolio of 3 shares 3,520 3,287<br />

MTN - EUR 2.505 Millions March, 2007 March, 2010 Indexed to portfolio of 5 shares 2,405 2,353<br />

MTN - EUR 1 Millions March, 2007 March, 2011 Indexed to DJ EuroStoxx 50 index 1,000 908<br />

(continue)


98 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

(continuation)<br />

Issue Maturity Nominal value Book value<br />

Issue date date Interest rate Euros '000 Euros '000<br />

MTN - USD 1.25 Millions April, 2007 April, 2010 Fixed rate of 8.04% 898 865<br />

MTN - USD 1.33 Millions April, 2007 April, 2010 Fixed rate of 8.04% 956 897<br />

MTN - EUR 1 Millions April, 2007 April, 2010 Fixed rate of 4.5% 1,000 993<br />

MTN - USD 1.32 Millions April, 2007 April, 2010 Indexed to portfolio of 3 indexes 948 873<br />

MTN - EUR 5 Millions April, 2007 April, 2010 Indexed to portfolio of 3 shares 4,825 4,624<br />

MTN - USD 1.065 Millions April, 2007 April, 20<strong>09</strong> Indexed to portfolio of 3 indexes 765 815<br />

MTN - USD 5.86 Millions May, 2007 May, 2010 Indexed to portfolio of 3 shares 3,977 3,862<br />

MTN - EUR 8.4 Millions May, 2007 May, 2011 6M EURIBOR + 1.30% (CLN) 5,400 5,236<br />

MTN - JPY 4100 Millions May, 2007 October, 2010 3M JPY LIBOR 32,504 31,292<br />

MTN - USD 100 Millions June, 2007 June, 20<strong>09</strong> 3M USD-LIBOR-BBA + 0.03% 71,855 71,683<br />

MTN - EUR 3.445 Millions July, 2007 January, 20<strong>09</strong> Indexed to WTI price 3,445 3,445<br />

MTN - EUR 4.24 Millions July, 2007 July, 2010 Indexed to portfolio of 3 shares 4,215 3,826<br />

MTN - EUR 5.1 Millions July, 2007 July, 2010 Indexed to portfolio of 2 shares 5,012 41<br />

MTN - CAD 50 Millions July, 2007 July, 2010 3M CDOR 29,415 28,935<br />

MTN - USD 5 Millions August, 2007 August, 20<strong>09</strong> Fixed rate of 5.25% 3,536 3,628<br />

MTN - EUR 1.3 Millions August, 2007 August, 2010 Indexed to portfolio of 3 indexes 1,300 1,014<br />

MTN - USD 1.05 Millions August, 2007 August, 2010 Indexed to portfolio of 3 indexes 683 539<br />

MTN - EUR 1.695 Millions August, 2007 August, 2010 Indexed to portfolio of commodities 1,695 1,795<br />

MTN - EUR 2.03 Millions August, 2007 August, 2010 Indexed to portfolio of 2 shares 2,030 1,228<br />

MTN - USD 3 Millions September, 2007 September, 20<strong>09</strong> Fixed rate of 5.125% 2,156 2,203<br />

MTN - EUR 1.41 Millions October, 2007 October, 2010 Indexed to portfolio of 3 shares 1,360 1,248<br />

MTN - EUR 3.425 Millions October, 2007 October, 2010 Indexed to portfolio of 3 indexes 3,201 1,280<br />

MTN - USD 3.95 Millions October, 2007 October, 2010 Indexed to portfolio of 3 indexes 2,759 1,190<br />

MTN - USD 4 Millions October, 2007 February, 2010 Fixed rate of 4.2857143% 2,225 2,298<br />

MTN - EUR 18.26 Millions October, 2007 October, 2010 Indexed to portfolio of 3 indexes 18,055 7,977<br />

MTN - EUR 2.075 Millions October, 2007 October, 2011 Fixed rate of 6% 2,025 1,692<br />

MTN - EUR 8.2 Millions November, 2007 November, 2010 Indexed to portfolio of 3 indexes 7,535 3,492<br />

MTN - EUR 2.65 Millions November, 2007 November, 2010 Indexed to portfolio of 3 indexes 2,650 1,187<br />

MTN - USD 2.8 Millions November, 2007 November, 2010 Indexed to portfolio of 3 indexes 1,979 868<br />

MTN - EUR 8.29 Millions November, 2007 November, 2010 Indexed to portfolio of 3 indexes 8,205 3,569<br />

MTN - USD 2.1 Millions November, 2007 November, 2010 Indexed to portfolio of 3 indexes 1,5<strong>09</strong> 775<br />

MTN - USD 3 Millions November, 2007 June, 2010 Fixed rate of 4.6451613% 2,031 2,203<br />

MTN - EUR 2.4 Millions December, 2007 June, 20<strong>09</strong> Indexed to portfolio of 3 shares 2,370 788<br />

MTN - EUR 21 Millions December, 2007 December, 2010 Indexed to portfolio of 3 indexes 21,000 11,654<br />

MTN - EUR 2.9 Millions December, 2007 December, 2010 Indexed to portfolio of 3 indexes 2,900 1,550<br />

MTN - USD 7.488 Millions December, 2007 December, 2010 Indexed to portfolio of 3 indexes 4,978 2,444<br />

MTN - EUR 12.962 Millions December, 2007 December, 2010 Indexed to portfolio of 3 indexes 10,635 5,513<br />

MTN - EUR 16.312 Millions December, 2007 December, 2010 Indexed to portfolio of 3 indexes 16,032 7,667<br />

MTN - USD 0.84 Millions December, 2007 December, 2010 Indexed to portfolio of 3 indexes 604 298<br />

MTN - EUR 1 Millions January, 2008 January, 2011 Indexed to portfolio of 3 shares 1,000 897<br />

MTN - EUR 11 Millions January, 2008 January, 2011 Indexed to portfolio of 3 indexes 11,000 5,994<br />

MTN - EUR 5.872 Millions January, 2008 January, 2011 Indexed to portfolio of 3 indexes 5,872 3,561<br />

MTN - EUR 2.96 Millions February, 2008 February, 2011 Indexed to portfolio of 3 commodities 2,945 2,673<br />

MTN - EUR 5.235 Millions February, 2008 February, 20<strong>09</strong> Indexed to portfolio of 10 shares 5,235 5,216<br />

MTN - EUR 1.25 Millions February, 2008 February, 20<strong>09</strong> Indexed to DJ EuroStoxx 50 index 1,250 1,243<br />

MTN - EUR 1.5 Millions March, 2008 March, 2011 Indexed to portfolio of 3 indexes 1,400 973<br />

MTN - EUR 2.5 Millions March, 2008 March, 2011 Indexed to portfolio of 3 indexes 2,500 1,650<br />

MTN - EUR 2.5 Millions March, 2008 March, 2011 Indexed to portfolio of 3 indexes 2,500 1,711<br />

MTN - EUR 1.325 Millions March, 2008 March, 2010 Indexed to S&P500 1,325 1,381<br />

MTN - EUR 5.275 Millions March, 2008 March, 2010 Indexed to portfolio of 4 shares 5,275 3,172<br />

MTN - EUR 25 Millions March, 2008 March, 2016 Euribor 3M + 2.34% per year (CLN) 25,000 23,219<br />

MTN - EUR 9 Millions March, 2008 March, 2016 Euribor 3M + 2.80% per year (CLN) 9,000 8,285<br />

MTN - EUR 9 Millions March, 2008 March, 2016 Euribor 3M + 2.80% per year (CLN) 9,000 8,546<br />

MTN - EUR 15 Millions March, 2008 March, 2016 Euribor 3M + 2.334% per year (CLN) 15,000 13,528<br />

MTN - EUR 45 Millions March, 2008 March, 2016 Euribor 3M + 2.65% per year (CLN) 45,000 45,617<br />

MTN - EUR 12 Millions March, 2008 March, 2016 Euribor 3M + 2.8042% per year (CLN) 12,000 12,494<br />

MTN - EUR 15 Millions March, 2008 March, 2016 Euribor 3M + 2.35% per year (CLN) 15,000 14,478<br />

MTN - EUR 15 Millions March, 2008 March, 2016 Euribor 3M + 2.25% per year (CLN) 7,500 6,794<br />

MTN - EUR 1.01 Millions March, 2008 September, 20<strong>09</strong> Indexed to DJ EuroStoxx 50 index 1,010 1,000<br />

MTN - EUR 1 Millions March, 2008 March, 2011 Indexed to portfolio of 3 indexes 1,000 668<br />

MTN - EUR 1.147 Millions March, 2008 March, 2011 Indexed to portfolio of 3 commodities 1,147 1,061<br />

MTN - EUR 20 Millions April, 2008 April, 2016 Euribor 3M + 2.50% per year (CLN) 20,000 20,104<br />

MTN - EUR 20 Millions April, 2008 April, 2016 Euribor 3M + 2.45% per year (CLN) 20,000 20,403<br />

MTN - EUR 20 Millions April, 2008 April, 2016 Euribor 3M + 2.78% per year (CLN) 20,000 22,007<br />

MTN - EUR 20 Millions April, 2008 April, 2016 Euribor 3M + 2.50% per year (CLN) 17,300 16,671<br />

(continue)


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 99<br />

(continuation)<br />

Issue Maturity Nominal value Book value<br />

Issue date date Interest rate Euros '000 Euros '000<br />

MTN - EUR 20 Millions April, 2008 April, 2016 Euribor 3M + 2.88% per year (CLN) 20,000 21,175<br />

MTN - EUR 20 Millions April, 2008 April, 2016 Euribor 3M + 2.58% per year (CLN) 20,000 20,428<br />

MTN - EUR 20 Millions April, 2008 April, 2016 Euribor 3M + 2.58% per year (CLN) 20,000 20,557<br />

MTN - EUR 3 Millions April, 2008 April, 2011 Indexed to portfolio of 3 indexes 3,000 2,160<br />

MTN - EUR 15 Millions April, 2008 April, 2016 Euribor 3M + 2.22% per year (CLN) 15,000 14,880<br />

MTN - EUR 10 Millions April, 2008 April, 2016 Euribor 3M + 2.12% per year (CLN) 10,000 9,716<br />

MTN - EUR 10 Millions April, 2008 April, 2016 Euribor 3M + 2.12% per year (CLN) 10,000 9,754<br />

MTN - USD 2.95 Millions April, 2008 April, 2010 Indexed to underlying portfolio 1,979 1,901<br />

MTN - EUR 2.455 Millions April, 2008 April, 20<strong>09</strong> Indexed to portfolio of 3 shares 2,455 447<br />

MTN - EUR 3.117 Millions April, 2008 April, 20<strong>09</strong> Fixed rate of 11.50% 2,594 884<br />

MTN - EUR 2.5 Millions April, 2008 April, 20<strong>09</strong> Indexed to portfolio of 3 shares 2,500 694<br />

MTN - EUR 1 Millions April, 2008 October, 20<strong>09</strong> Indexed to portfolio of 3 indexes 1,000 723<br />

MTN - EUR 15 Millions May, 2008 May, 2016 Euribor 3M + 2.35% per year (CLN) 15,000 15,303<br />

MTN - EUR 12.5 Millions May, 2008 May, 2016 Euribor 3M + 2.20% per year (CLN) 12,350 12,145<br />

MTN - EUR 12.5 Millions May, 2008 May, 2016 Euribor 3M + 2.20% per year (CLN) 12,500 12,300<br />

MTN - EUR 5.078 Millions May, 2008 November, 20<strong>09</strong> Indexed to portfolio of 3 shares 5,028 1,324<br />

MTN - USD 2.8 Millions May, 2008 November, 20<strong>09</strong> Indexed to portfolio of 3 shares 1,994 1,108<br />

MTN - USD 3.975 Millions May, 2008 November, 20<strong>09</strong> Indexed to portfolio of 3 shares 2,856 646<br />

MTN - EUR 21 Millions May, 2008 May, 2016 Euribor 3M + 1.40% per year (CLN) 21,000 19,508<br />

MTN - USD 3.75 Millions May, 2008 November, 20<strong>09</strong> Indexed to portfolio of 3 shares 2,665 602<br />

MTN - EUR 4 Millions June, 2008 June, 2011 Indexed to portfolio of 3 indexes 4,000 2,203<br />

MTN - USD 4.94 Millions June, 2008 June, 20<strong>09</strong> Index to Indice iShares MSCI 3,550 1,1<strong>09</strong><br />

Brazil Index Fund<br />

MTN - USD 2.386 Millions June, 2008 December, 20<strong>09</strong> Indexed to portfolio of 3 shares 1,714 342<br />

MTN - EUR 5.964 Millions June, 2008 December, 20<strong>09</strong> Indexed to portfolio of 3 shares 5,849 1,066<br />

MTN - EUR 9 Millions June, 2008 June, 2013 Indexed to DB SALSA Sect EUR index 8,955 10,267<br />

MTN - EUR 1.5 Millions June, 2008 June, 20<strong>09</strong> Indexed to evolution of FX EUR/USD 1,500 1,571<br />

MTN - EUR 4.367 Millions June, 2008 June, 20<strong>09</strong> Indexed to portfolio of 10 shares 4,297 4,242<br />

MTN - EUR 25 Millions June, 2008 May, 20<strong>09</strong> Euribor 6 months + 0.85% per year (CLN) 24,975 25,081<br />

MTN - EUR 1.02 Millions June, 2008 June, 2011 Indexed to portfolio of 3 indexes 1,020 942<br />

MTN - EUR 21 Millions June, 2008 June, 2016 Euribor 3 months + 2.25% per year (CLN) 21,000 18,738<br />

MTN - EUR 13 Millions June, 2008 June, 2016 Euribor 3 months + 1.45% per year (CLN) 13,000 12,284<br />

MTN - EUR 13 Millions June, 2008 June, 2016 Euribor 3 months + 1.45% per year (CLN) 13,000 12,221<br />

MTN - PLN 20 Millions June, 2008 March, 20<strong>09</strong> Fixed rate of 8.40% 4,815 2,455<br />

MTN - EUR 1.925 Millions June, 2008 June, 20<strong>09</strong> Indexed to portfolio of 10 shares 1,925 2,021<br />

MTN - EUR 8 Millions July, 2008 July, 2016 Euribor 3 months + 1.57% per year (CLN) 8,000 7,570<br />

MTN - EUR 8 Millions July, 2008 July, 2016 Euribor 3 months + 1.55% per year (CLN) 8,000 7,561<br />

MTN - EUR 8 Millions July, 2008 July, 2016 Euribor 3 months + 1.57% per year (CLN) 8,000 7,568<br />

MTN - EUR 8 Millions July, 2008 July, 2016 Euribor 3 months + 1.55% per year (CLN) 8,000 7,638<br />

MTN - EUR 8 Millions July, 2008 July, 2016 Euribor 3 months + 1.50% per year (CLN) 8,000 7,4<strong>09</strong><br />

MTN - EUR 2.51 Millions July, 2008 January, 2010 Indexed to portfolio of 3 shares 2,510 1,022<br />

MTN - EUR 1.64 Millions July, 2008 July, 2011 Indexed to portfolio of 3 indexes 1,640 1,108<br />

MTN - EUR 7.5 Millions July, 2008 July, 2013 Euribor 3 months + 2.30% per year (CLN) 7,500 6,896<br />

MTN - EUR 7.5 Millions July, 2008 July, 2013 Euribor 3 months + 2.06% per year (CLN) 7,500 7,202<br />

MTN - EUR 7.5 Millions July, 2008 July, 2013 Euribor 3 months + 2.05% per year (CLN) 7,500 7,398<br />

MTN - EUR 7.5 Millions July, 2008 July, 2013 Euribor 3 months + 2.05% per year (CLN) 7,500 7,643<br />

MTN - EUR 7.5 Millions July, 2008 July, 2013 Euribor 3 months + 1.85% per year (CLN) 7,500 6,926<br />

MTN - EUR 3.302 Millions July, 2008 January, 2010 Indexed to Hang Seng China Ent Index 3,297 2,024<br />

MTN - USD 1.1 Millions July, 2008 January, 2010 Indexed to Hang Seng China Ent Index 790 491<br />

MTN - EUR 5 Millions July, 2008 July, 2011 Euribor 3 months + 2.25% per year (CLN) 5,000 4,995<br />

MTN - EUR 1.05 Millions July, 2008 July, 2011 Indexed to evolution of FX EUR/USD 1,050 1,114<br />

MTN - EUR 2.855 Millions July, 2008 July, 20<strong>09</strong> Indexed to portfolio of 3 shares 2,780 819<br />

MTN - EUR 1.15 Millions July, 2008 July, 2011 Indexed to Fin Sel Sector SPDR Fund 1,150 1,184<br />

MTN - USD 3.24 Millions July, 2008 July, 20<strong>09</strong> Indexed to portfolio of 3 shares 2,328 691<br />

MTN - EUR 9.6 Millions July, 2008 July, 2016 Euribor 3 months + 1.50% per year (CLN) 9,550 8,851<br />

MTN - EUR 9.6 Millions July, 2008 July, 2016 Euribor 3 months + 1.57% per year (CLN) 9,600 9,101<br />

MTN - EUR 9.6 Millions July, 2008 July, 2016 Euribor 3 months + 1.62% per year (CLN) 9,600 9,151<br />

MTN - EUR 9.6 Millions July, 2008 July, 2016 Euribor 3 months + 1.57% per year (CLN) 9,600 9,110<br />

MTN - EUR 9.6 Millions July, 2008 July, 2016 Euribor 3 months + 1.62% per year (CLN) 9,600 9,231<br />

MTN - EUR 1.5 Millions August, 2008 February, 2010 Indexed to portfolio of 3 indexes 1,400 1,002<br />

MTN - EUR 1 Millions August, 2008 August, 2011 Indexed to portfolio of 3 indexes 1,000 692<br />

MTN - EUR 7 Millions August, 2008 August, 2013 Euribor 3 months + 2.9471% per year (CLN) 7,000 6,643<br />

MTN - EUR 24 Millions August, 2008 August, 2013 Euribor 3 months + 2.12% per year (CLN) 24,000 23,104<br />

MTN - EUR 12 Millions August, 2008 July, 20<strong>09</strong> 1st Coupon: 6% per year (CLN); 2nd Coupon: 12,000 12,084<br />

Euribor 6 months + 0.85% per year (CLN)<br />

(continue)


100 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

(continuation)<br />

MTN - EUR 4.5 Millions August, 2008 August, 2016 Euribor 3 months + 1.95% per year (CLN) 4,500 4,325<br />

MTN - EUR 12.5 Millions August, 2008 August, 2016 Euribor 3 months + 2.336% per year (CLN) 12,500 12,<strong>09</strong>9<br />

MTN - EUR 10 Millions August, 2008 August, 2016 Euribor 3 months + 1.905% per year (CLN) 10,000 9,806<br />

MTN - EUR 10 Millions August, 2008 August, 2016 Euribor 3 months + 1.93% per year (CLN) 10,000 10,343<br />

MTN - USD 4.248 Millions September, 2008 September, 2010 Fixed rate of 3.5% 2,979 3,035<br />

MTN - EUR 2.5 Millions September, 2008 September, 2013 Euribor 3 months + 1.67% per year (CLN) 2,500 2,451<br />

MTN - EUR 1 Millions September, 2008 September, 2013 Euribor 3 months + 1.33% per year (CLN) 1,000 980<br />

MTN - EUR 25.5 Millions September, 2008 September, 2013 Euribor 3 months + 1.8961% per year (CLN) 25,500 25,228<br />

MTN - EUR 10 Millions September, 2008 September, 2013 Euribor 3 months + 1.804% per year (CLN) 10,000 9,900<br />

MTN - EUR 3.3 Millions September, 2008 September, 2016 Euribor 3 months + 1.8% per year (CLN) 3,300 3,261<br />

MTN - EUR 10.3 Millions September, 2008 September, 2016 Euribor 3 months + 1.8551% per year (CLN) 10,300 10,141<br />

MTN - EUR 9 Millions October, 2008 October, 2013 Euribor 3M + 2.08% per year (CLN) 9,000 9,122<br />

MTN - EUR 9 Millions October, 2008 October, 2013 Euribor 3M + 2.07% per year (CLN) 9,000 9,173<br />

MTN - EUR 9 Millions October, 2008 October, 2016 Euribor 3M + 2.13% per year (CLN) 9,000 9,259<br />

MTN - EUR 9 Millions October, 2008 October, 2016 Euribor 3M + 2.12% per year (CLN) 8,850 9,173<br />

MTN - USD 1 Millions October, 2008 January, 20<strong>09</strong> Indexed to shares 719 711<br />

MTN - EUR 7 Millions November, 2008 November, 2013 Euribor 3M + 1.27% 7,000 6,850<br />

MTN - EUR 8 Millions November, 2008 November, 2016 Euribor 3M + 1.32% 8,000 7,731<br />

MTN - EUR 1.148 Millions November, 2008 February, 20<strong>09</strong> Fixed rate of 17.2% 1,148 1,131<br />

MTN - EUR 1.9 Millions December, 2008 June, 2010 Indexed to portfolio of 3 indexes 1,900 1,915<br />

MTN - EUR 1.9 Millions December, 2008 December, 2011 Euribor 3M + 1.5% per year (CLN) 1,900 1,896<br />

MTN - EUR 1.5 Millions December, 2008 December, 2013 Euribor 3M + 1.25% per year (CLN) 1,500 1,490<br />

MTN - EUR 3.5 Millions December, 2008 December, 2013 Euribor 3M + 1.65% per year (CLN) 3,500 3,466<br />

MTN - EUR 2.5 Millions December, 2008 December, 2013 Euribor 3M + 2.1% per year (CLN) 2,500 2,458<br />

MTN - EUR 2.5 Millions December, 2008 December, 2013 Euribor 3M + 1.4% per year (CLN) 2,500 2,476<br />

MTN - EUR 4 Millions December, 2008 December, 2013 Euribor 3M + 1.35% per year (CLN) 4,000 3,964<br />

MTN - EUR 10.5 Millions December, 2008 December, 2013 Euribor 3M + 1.9514% per year (CLN) 10,500 10,466<br />

MTN - EUR 10.5 Millions December, 2008 December, 2013 Euribor 3M + 2.5195% per year (CLN) 10,500 10,488<br />

MTN - EUR 5 Millions December, 2008 December, 2013 Euribor 3M + 1.5% per year (CLN) 5,000 4,928<br />

Commercial paper:<br />

<strong>BCP</strong> Finance Bank - USD 1<strong>09</strong> M November, 2008 January, 20<strong>09</strong> Fixed rate of 3.12% 78,321 78,007<br />

<strong>BCP</strong> Finance Bank - CHF 330 M December, 2008 January, 20<strong>09</strong> Fixed rate of 1.04% 222,222 222,153<br />

<strong>BCP</strong> Finance Bank - JPY 125 M December, 2008 January, 20<strong>09</strong> Fixed rate of 1.52% 198,192 197,934<br />

<strong>BCP</strong> Finance Bank - USD 15 M December, 2008 April, 20<strong>09</strong> Fixed rate of 2.33% 10,778 10,678<br />

<strong>BCP</strong> Finance Bank - USD 20 M September, 2008 January, 20<strong>09</strong> Fixed rate of 3.2% 14,371 14,351<br />

Subordinated debt:<br />

Issue Maturity Nominal value Book value<br />

Issue date date Interest rate Euros '000 Euros '000<br />

M<strong>BCP</strong> Ob Cx Sub 1 Serie 08/18 September, 2008 September, 2018 1st year 6%; from 2nd to 5th year: 295,000 293,648<br />

Euribor 6 M + 1.0%; 6th year and<br />

following = Euribor 6 M + 1.4%<br />

4,682,662<br />

Accruals 60,785<br />

4,743,447


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 101<br />

This balance is analysed by the period to maturity, as follows:<br />

2008 2007<br />

Euros ’000<br />

Bonds issued:<br />

Up to 3 months 189,237 28,220<br />

3 to 6 months 447,338 43,789<br />

6 to 12 months 422,952 37,403<br />

1 to 5 years 2,235,883 1,602,934<br />

More than 5 years 570,481 -<br />

3,865,891 1,712,346<br />

Accruals 56,262 10,991<br />

3,922,153 1,723,337<br />

Commercial paper:<br />

Up to 3 months 512,445 -<br />

3 to 6 months 10,678 -<br />

523,123 -<br />

Subordinated debt:<br />

More than 5 years 293,648 -<br />

293,648 -<br />

Accruals 4,523 -<br />

298,171 -<br />

35. Provisions for liabilities and charges<br />

This balance is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Provision for guarantees and other commitments 77,729 73,705<br />

Technical provision for the insurance activity:<br />

For direct insurance and reinsurance accepted:<br />

Unearned premium / reserve 6,147 4,626<br />

Life insurance 40,161 35,774<br />

Bonuses and rebates 1,217 3,613<br />

Other technical provisions 4,527 -<br />

Provision for pension costs 3,048 2,643<br />

Other provisions 89,007 126,588<br />

221,836 246,949


102 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

Changes in Provision for guarantees and other commitments are analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Balance on 1 January 73,705 75,130<br />

Transfers (869) (528)<br />

Charge for the year 22,240 14,254<br />

Write-back for the year (16,736) (15,027)<br />

Amounts charged-off - (292)<br />

Exchange rate differences (611) 168<br />

Balance on 31 December 77,729 73,705<br />

Changes in Other provisions are analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Balance on 1 January 126,588 92,430<br />

Transfers 12,618 9,985<br />

Charge for the year 29,701 60,173<br />

Write-back for the year (51,255) (10,675)<br />

Amounts charged-off (28,461) (25,242)<br />

Exchange rate differences (184) (83)<br />

Balance on 31 December 89,007 126,588<br />

The provisions were accounted in accordance with the probability of occurrence of certain contingencies related with the Group's inherent risks, which is revised in<br />

each reporting date in order to reflect the best estimate of the amount and probability of payment..<br />

36. Subordinated debt<br />

This balance is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Bonds 2,595,812 2,922,257<br />

Other subordinated debt 2,848 2,871<br />

2,598,660 2,925,128


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 103<br />

As at 31 December 2008, the characteristics of subordinated debt issued are analysed as follows:<br />

Issue Maturity Nominal value Book value<br />

Issue date date Interest rate Euros ’000 Euros '000<br />

Non Perpetual Bonds<br />

Banco Comercial Português:<br />

<strong>BCP</strong> March 2011 September 2001 March 2011 Fixed rate of 6.35% 149,300 153,596<br />

<strong>BCP</strong> September 2011 September 2001 September 2011 Fixed rate of 6.15% 120,000 121,920<br />

M<strong>bcp</strong> Ob Cx Sub 1 Serie 2008-2018 October 2008 October 2018 See reference (i) 80,256 80,256<br />

Bank <strong>Millennium</strong>:<br />

Bank <strong>Millennium</strong> December 2001 December 2011 Fixed rate of 6.360% 80,443 80,443<br />

Bank <strong>Millennium</strong> 2007 December 2007 December 2017 Fixed rate of 6.337% 150,604 150,604<br />

Banco de Investimento Imobiliário:<br />

BII 2004 December 2004 December 2014 See reference (ii) 15,000 14,959<br />

<strong>BCP</strong> Finance Bank:<br />

EMTN 44 Issue - 1 Tranche March 2001 March 2011 Fixed rate of 6.25% 399,967 411,930<br />

EMTN 44 Issue - 2 Tranche May 2001 March 2011 Fixed rate of 6.25% 199,983 205,965<br />

<strong>BCP</strong> Fin. Bank Ltd EMTN -295 December 2006 December 2016 See reference (iii) 368,100 367,307<br />

<strong>BCP</strong> Fin. Bank Ltd 2005 May 2005 September 2015 See reference (iv) 300,000 299,721<br />

1,886,701<br />

Perpetual Bonds<br />

<strong>BCP</strong> - Euro 200 millions September 2002 - See reference (v) 198,675 198,248<br />

<strong>BCP</strong> - Euro 175 millions November 2002 - See reference (vi) 175,000 175,169<br />

BPA 1997 September 1997 - Euribor 3 months + 0.95% 199,519 199,520<br />

TOPS's BPSM 1997 December 1997 - Euribor 6 months + 0.4% 88,758 89,785<br />

<strong>BCP</strong> Leasing 2001 December 2001 - See reference (vii) 4,986 4,986<br />

667,708<br />

Other subordinated debt<br />

BIM December 2000 - 50% Discount rate of 2,845 2,845<br />

B. Mozambique<br />

Accruals 41,406<br />

2,598,660<br />

References: (i) - 1st year 6%; 2nd to 5th year Euribor 6 months + 1%; after 6th year Euribor 6 months + 1,4%<br />

(ii) - Until 10th cupon Euribor 6 months + 0.40%; After 10th coupon Euribor 6 months + 0.90%<br />

(iii) - Euribor 3 months + 0.3% (0.80% after December 2011)<br />

(iv) - Euribor 3 months + 0.35% (0.85% after June 2010)<br />

(v) - Until 40th coupon 6.130625%; After 40th coupon Euribor 3 months + 2.4%<br />

(vi) - Until 40th coupon 5.41%; After 40th coupon Euribor 3 months + 2.4%<br />

(vii) - Until 40th coupon Euribor 3 months + 1.75%; After 40th coupon Euribor 3 months + 2.25%<br />

The analysis of the subordinated debt by the period to maturity, is as follows:<br />

2008 2007<br />

Euros ’000<br />

Up to 1 year - 29,907<br />

1 to 5 years 973,854 941,845<br />

More than 5 years 912,847 1,261,442<br />

Undetermined 670,553 646,917<br />

2,557,254 2,880,111<br />

Accruals 41,406 45,017<br />

2,598,660 2,925,128


104 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

37. Other liabilities<br />

This balance is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Creditors:<br />

Suppliers 66,436 122,551<br />

From factoring operations 29,372 40,533<br />

Associated companies 8,453 2,063<br />

Other creditors 338,353 440,935<br />

Public sector 85,636 62,851<br />

Other amounts payable 103,741 177,675<br />

Deferred income 1,750 29,345<br />

Holiday pay and subsidies 66,330 65,432<br />

Other administrative costs payable 5,583 4,205<br />

Amounts payable on trading activity 179,384 107,422<br />

Other liabilities 498,595 346,745<br />

1,383,633 1,399,757<br />

The balance Other liabilities includes the amount of Euros 73,540,000 (31 December 2007: Euros 95,139,000), related to the obligations with retirement benefits<br />

already recognised in Staff costs, payable to previous members of the Board of Directors. The referred obligations are not covered by the Pension Fund of the Group,<br />

and therefore correspond to amounts payable by the Group.<br />

38. Share capital and preference shares<br />

The share capital of the Bank, amounts to Euros 4,694,600,000 and is represented by 4,694,600,000 shares with a nominal value of 1 Euro each, which is fully paid.<br />

In May 2008, the Banco Comercial Português, S.A. increased its share capital from Euros 3,611,329,567 to Euros 4,694,600,000 through the issue of 1,083,270,433<br />

shares pursuant to the exercise of shareholders proportional rights with a nominal value of 1 Euro per share and a subscription price of 1.2 Euro per share.<br />

The balance Preference shares corresponds to two issues by <strong>BCP</strong> Finance Company which according to IAS 32 and in accordance with the accounting policy<br />

presented in note 1 h), were considered equity instruments. The issues are analized as follows:<br />

– 5,000,000 Perpetual Non-cumulative Guaranteed Non-voting Preference Shares with par value Euros 100 each, issued by <strong>BCP</strong> Finance Company on 9 June, 2004,<br />

amounting to Euros 500,000,000, issued to redeem the 8,000,000 Non-cumulative Guaranteed Non-voting Preference Shares of par value Euros 50 each, issued by<br />

<strong>BCP</strong> Finance Company on 14 June, 1999, amounting to Euros 400,000,000.<br />

– 10,000 preference shares with par value of Euros 50,000 each without voting rights issued in 13 October 2005, in the amount of Euros 500,000,000, issued to finance<br />

the early redemption of the 6,000,000 preference shares of Euros 100 each, in the amount of Euros 600,000,000, issued by <strong>BCP</strong> Finance Company at 28 September<br />

2000.<br />

39. Legal reserve<br />

Under Portuguese legislation, the Bank is required to set-up annually a legal reserve equal to a minimum of 10 percent of annual profits until the reserve equals the<br />

share capital. Such reserve is not normally distributable in cash. In accordance with the proposal for application of the results approved in the General Shareholders<br />

meeting held on 27 May, 2008, the Bank increased the Legal reserves in the amount of Euros 33,884,000. As referred in note 40, part of this amount was transferred<br />

to the balance "Other reserves", in accordance with the proposal for application mentioned above.<br />

In accordance with current legislation, the Group companies must set-up annually a reserve with a minimum percentage between 5 and 20 percent of their net annual<br />

profits depending on the nature of their economic activity.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 105<br />

40. Fair value reserves, other reserves and retained earnings<br />

This balance is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Fair value reserves<br />

Financial instruments available for sale 201,635 219,752<br />

Cash-flow hedge 5,810 (272)<br />

Tax<br />

Financial instruments available for sale 8,252 (1,034)<br />

Cash-flow hedge (1,104) 52<br />

214,593 218,498<br />

Reserves and retained earnings:<br />

Legal reserve 380,291 477,202<br />

Statutory reserve - 84,000<br />

Interim dividends - (133,619)<br />

Other reserves and retained earnings 2,460,365 1,016,989<br />

Goodwill arising on consolidation (2,883,580) (2,883,580)<br />

Exchange differences arising on consolidation (61,731) 23,836<br />

Other reserves arising on consolidation (169,967) (183,532)<br />

(274,622) (1,598,704)<br />

The legal reserve changes are analysed in note 39. The Fair value reserves correspond to the accumulated fair value changes of the financial instruments available for<br />

sale and cash flow hedge, in accordance with the accounting policy presented in note 1 d).<br />

The balance Statutory reserves correspond to a reserve to stabilise dividends that, according with the Bank’s By-Laws can be distributed.<br />

In accordance with the proposal for application of the results approved in the General Shareholders meeting held on 27 May, 2008, the balances Share Premium in<br />

the amount of Euros 881,707,000, Other reserves in the amount of Euros 1,176,854,000, Statutory reserves in the amount of Euros 84,000,000 and the amount of<br />

Euros 130,795,000 from Legal reserves were allocated to Other reserves and retained earnings.<br />

The balance Reserves and Retained Earnings includes, as at 1 January 2006, a restatement in the amount of Euros 220,500,000 (net of deferred tax) resulting from<br />

the decision taken by the Executive Board of Directors of recording a provision regarding an asset booked on the consolidated financial statements.<br />

The gross movements in Fair value reserves for financial instruments available for sale, during 2008 are analysed as follows:<br />

Euros ’000<br />

Balance on Impairment Balance on<br />

1 January Revaluation in results Sales 31 December<br />

Eureko, B.V. 249,488 7,227 - - 256,715<br />

Others (29,736) (16,800) 2,744 (11,288) (55,080)<br />

219,752 (9,573) 2,744 (11,288) 201,635<br />

As refered in note 22 the position held in Eureko B.V. is re-valuated on an annual basis considering independent and external valuations obtained in the first quarter<br />

of each year.<br />

The balance Others includes a negative amount of Euros 27,864,000 (31 December 2007: Euros 43,389,000) related to the appropriation of 49% of the fair value<br />

reserves of <strong>Millennium</strong><strong>bcp</strong> Fortis.<br />

The gross movements in Fair value reserves for financial instruments available for sale, during 2007 are analysed as follows:<br />

Euros ’000<br />

Balance on Impairment Balance on<br />

1 January Revaluation in results Sales 31 December<br />

Eureko, B.V. 188,000 61,488 - - 249,488<br />

EDP – Energias de Portugal 131,502 41,819 - (173,321) -<br />

Banco Sabadell, S.A. 138,932 (22,045) - (116,887) -<br />

Banco BPI, S.A. - (79,838) 79,838 - -<br />

Others 5,086 (51,982) 16,236 924 (29,736)<br />

463,520 (50,558) 96,074 (289,284) 219,752<br />

During 2007, and as referred in note 7 and 22, the Group sold the investments in Banco Sabadell and in EDP - Energias de Portugal. The potential gains previously<br />

recorded as fair value reserves, on a consolidated bases, in the amounts of Euros 116,887,000 and Euros 173,321,000, respectively were recognized in results in 2007<br />

as referred in note 7.


106 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

41. Treasury stock<br />

This balance is analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Net book Number of Average book Net book Number of Average book<br />

value securities value value securities value<br />

Banco Comercial Português, S.A. shares 13,248 15,820,158(*) 0.84 7,377 2,526,439 2.92<br />

Other trasury stock 45,383 51,059<br />

58,631 58,436<br />

Treasury stock refers to own securities held by the companies included in the consolidation perimeter. These securities are held within the limits established by the<br />

By-Laws and "Código das Sociedades Comerciais".<br />

(*) As at 31 December 2008, this balance includes 10,322,555 shares (31 December 2007: 1,343,631 shares) owned by clients which acquisition was financed by the<br />

Bank. Considering that for these clients that there is evidence of impairment, under the IAS 32/39 the shares of the Bank owned by these clients were, only for<br />

accounting purposes and in respect for this standard, considered as treasury stock.<br />

42. Minority interests<br />

This balance is analysed as follows:<br />

Balance<br />

Euros ’000<br />

Statement of Income<br />

2008 2007 2008 2007<br />

Bank <strong>Millennium</strong>, S.A. 233,722 241,839 40,668 42,016<br />

BIM – Banco Internacional de Moçambique 49,702 35,437 17,668 14,232<br />

Other subsidiaries 4,320 4,297 (1,507) (889)<br />

287,744 281,573 56,829 55,359<br />

The movements of the minority interests are analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Balance on 1 January 281,573 226,048<br />

Exchange differences (36,039) 14,608<br />

Net income attributable to minority interests 56,829 55,359<br />

Dividends (19,505) (15,785)<br />

Other 4,886 1,343<br />

287,744 281,573<br />

43. Guarantees and future commitments<br />

Guarantees and future commitments are analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Guarantees granted 8,613,752 8,036,989<br />

Guarantees received 26,814,666 23,562,219<br />

Commitments to third parties 12,923,843 13,771,122<br />

Commitments from third parties 12,694,394 11,699,959<br />

Securities and other items held for safekeeping on behalf of customers 139,668,817 143,768,679<br />

Securities and other items held under custody by the Securities Depository Authority 126,742,438 124,323,617<br />

Other off balance sheet accounts 149,920,250 124,604,829


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 107<br />

The amounts of Guarantees granted and Commitments to third parties are analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Guarantees granted:<br />

Guarantees 7,849,130 7,422,260<br />

"Stand-by" letter of credit 258,779 183,280<br />

Open documentary credits 368,324 275,591<br />

Bails and indemnities 137,519 155,858<br />

8,613,752 8,036,989<br />

Commitments to third parties<br />

Irrevocable commitments<br />

Time deposits contracts 404,475 1,596,108<br />

Irrevocable credit lines 3,480,464 3,821,477<br />

Securites subscription 44,191 46,786<br />

Other irrevocable commitments 373,346 318,151<br />

Revocable commitments<br />

Revocable credit lines 6,743,785 5,673,652<br />

Bank overdraft facilities 1,864,466 2,314,043<br />

Other revocable commitments 13,116 905<br />

12,923,843 13,771,122<br />

Within its normal business, the Group offers certain financial products that traditionally include credit related instruments accounted in off-balance sheet accounts<br />

and whose risks are therefore not partially or totally reflected on the consolidated financial statements.<br />

The guarantees granted by the Group may or may not be related with loan transactions, where the Group grants a guarantee in connection with a loan granted to<br />

a client by a third entity. According with its specific characteristics it is expected that some of these guarantees expire without being executed and therefore these<br />

transactions do not necessarily represent a cash-outflow.<br />

Stand-by letters and open documentary credits aim to ensure the payment to third parties from commercial deals with foreign entities and therefore financing the<br />

shipment of the goods. Therefore the credit risk of these transactions is limited once they are collateralized by the shipped goods and are generally short term<br />

operations.<br />

Irrevocable commitments are non-used parts of credit facilities granted to corporate or retail customers. Many of these transactions have a fixed term and a variable<br />

interest rate and therefore the credit and interest rate risk is limited.<br />

The financial instruments accounted as Guarantees and other commitments are subject to the same approval and control procedures applied to the credit portfolio,<br />

namely regarding the analysis of objective evidence of impairment, as described in note 1c). The maximum credit exposure is represented by the nominal value that<br />

could be lost related to guarantees and commitments undertaken by the group in the event of default by the respective counterparties, without considering potential<br />

recoveries or collaterals.<br />

Considering their nature, as described above, no material losses are anticipated as a result of these transactions.<br />

44. Assets under management<br />

In accordance with article 29 of Decree-Law 252/03 of October 17, which regulates the investment organisms, the funds managing companies together with the<br />

custodian Bank of the Funds, are jointly responsible to all the funds investors, for the compliance of all legal obligations arising from the applicable Portuguese legislation<br />

and in accordance with the regulations of the funds. The total value of the funds managed by the Group companies is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Banco Comercial Português, S.A. 348,944 673,447<br />

<strong>Millennium</strong> <strong>bcp</strong> - Gestão de Fundos de Investimento, S.A. 2,257,207 5,175,837<br />

BII Investimentos International, S.A. 332,464 650,705<br />

Interfundos Gestão de Fundos de Investimento Imobiliários, S.A. 1,143,160 320,233<br />

<strong>Millennium</strong> TFI S.A. 412,9<strong>09</strong> 1,435,916<br />

4,494,684 8,256,138


108 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

The Group provides custody, trustee, corporate administration, investment management and advisory services to third parties, which involve the Group making allocation<br />

and purchase and sale decisions in relation to a wide range of financial instruments. Those assets held in a fiduciary capacity are not included in the financial statements.<br />

For certain services are set objectives and levels of return for assets under management. The total assets under management by Group companies is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Investment funds 3,002,580 6,168,806<br />

Real-estate investment funds 1,143,160 1,413,885<br />

Wealth management 348,944 673,447<br />

Assets under deposit 132,075,555 133,359,987<br />

136,570,239 141,616,125<br />

45. Distribution of profit<br />

The distribution of profit to shareholders and employees, is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Dividends paid by Banco Comercial Português, S.A.<br />

Dividends declared and paid related to previous year - 173,344<br />

Interim dividend for the year - 133,619<br />

- 306,963<br />

46. Relevant events occured during 2008<br />

Banco Comercial Português, S.A. share Capital increase from Euros 3,611,329,567 to Euros 4,694,600,000<br />

In May 2008, the Bank executed the share capital increase, corresponding to the issue of 1,083,270,433 ordinary shares with a nominal value of 1 Euro each. After this<br />

increase the Banco Comercial Português, S.A. share capital amounts to Euros 4,694,600,000.<br />

Third issue of Coverd Bonds<br />

Banco Comercial Português, S.A. performed in May 2008 the third issue of covered bonds in the amount of Euros 1,000 million and maturity of three years. This issue<br />

was performed under the <strong>BCP</strong> Covered Bonds Programme, established in June 2007. The interest rate is 4.875%.<br />

Sale of the stake in Banco BPI<br />

Banco Comercial Português S.A. established in December 2008 a contract for the sale of 87,214,836 shares, representing 9.69%, of Banco BPI share capital. With<br />

this contract <strong>BCP</strong> has agreed to sell the BPI shares for a price of euros 1.88 a share. This sale is subject to approval by the Bank of Portugal, under the terms of the<br />

General Banking and Financial Institutions Law. As a result of the execution of this contract Banco Comercial Português ceased to hold a qualified position in Banco<br />

BPI, S.A.<br />

Banco Comercial Português, S.A. informs about <strong>Millennium</strong> Bank AS in Turkey<br />

Banco Comercial Português following the analysis of its portfolio of international operations, and taking into consideration the strategy of focusing on priority markets,<br />

initiated, with the support of external advisors, a process to ascertain the different options, in relation to <strong>Millennium</strong> Bank AS, in Turkey.<br />

Merger by incorporation <strong>BCP</strong> Participações Financeiras, SGPS, Sociedade Unipessoal, Lda<br />

Banco Comercial Português, S.A. (<strong>BCP</strong>), finalized, as at 31 December 2008, the merger of its fully-owned subsidiary <strong>BCP</strong> Participações Financeiras, SGPS, Sociedade<br />

Unipessoal, Lda (<strong>BCP</strong> PF) into <strong>BCP</strong>, through the transfer of the total assets of <strong>BCP</strong> PF.<br />

Agreement with Sonangol and Banco Privado Atlântico<br />

Following the partnership agreement established in December 2007 and the agreements signed in May 2008 with Sonangol - Sociedade Nacional de Combus tíveis<br />

de Angola, Empresa Pública ("Sonangol") and Banco Privado Atlântico S.A. ("BPA"), Banco Comercial Português, S.A. has agreed on the remaining elements of the<br />

transactions.<br />

The agreement sets the price and the conditions under which Sonangol and BPA will take 29.9% and 20% positions, respectively, in the capital of Banco <strong>Millennium</strong><br />

Angola, as well as the price and the conditions under which Banco <strong>Millennium</strong> Angola will acquire a 10% position in BPA. It is estimate that these opera tions have<br />

accounting impacts during 20<strong>09</strong>.<br />

Banco Comercial Português and Banco <strong>Millennium</strong> <strong>bcp</strong> Investimento, S.A. merger process<br />

Banco Comercial Português, S.A. decided in December 2008 to resume the process of merger by incorporation of Banco <strong>Millennium</strong> <strong>bcp</strong> Investimento, S.A., in order<br />

to directly pursue the investment banking activity.<br />

The merger process should be concluded during 20<strong>09</strong> and will not impact the Group's consolidated accounts, as the company is a wholly owned subsidiary.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 1<strong>09</strong><br />

47. Fair value<br />

Fair value is based on market prices, whenever these are available. If market prices are not available, as occurs regarding many products sold to clients, fair value is<br />

estimated through internal models based on cash-flow discounting techniques. Cash-flows for the different instruments sold are calculated according with its financial<br />

characteristics and the discount rates used include both the interest rate curve and the current conditions of the pricing policy in the Group.<br />

Therefore, the fair value obtained is influenced by the parameters used in the evaluation model that, necessarily have some degree of judgement and reflect exclusively<br />

the value attributed to different financial instruments. However it does not consider prospective factors, like the future business evolution. Therefore the values<br />

presented cannot be understood as an estimate of the economic value of the Group.<br />

The main methods and assumptions used in estimating the fair value for the financial assets and financial liabilities of the Group are presented as follows:<br />

Cash and deposits at central banks, Loans and advances to credit institutions repayable on demand and Amounts owed to other credit institutions<br />

Considering the short term of these financial instruments, the amount in the balance sheet is a reasonable estimate of its fair value.<br />

Other loans and advances to credit institutions, Amounts owed to other credit institutions from Inter-bank Money Market transactions and Assets with repurchase agreements<br />

The fair value of these financial instruments is calculated discounting the expected principal and interest future cash flows for these instruments, considering that the<br />

payments of the instalments occur in the contractually defined dates. The discount rate used reflects the current conditions applied by the Group in identical<br />

instruments for each of the different maturities.<br />

The discount rate include the market rates for the residual maturity date (rates from the monetary market or from the interest rate swap market, at the end of the<br />

year). As at 31 December 2008, the average discount rate was 3.22% for loans and advances and 3.08% for the deposits. As at 31 December 2007 the rates were<br />

4.20% and 4.66%, respectively.<br />

Financial assets held for trading (except derivatives), Financial liabilities held for trading (except derivatives), Financial assets available for sale and Other financial liabilities held<br />

for trading at fair value through profit or loss<br />

These financial instruments are accounted at fair value. Fair value is based on market prices, whenever these are available. If market prices are not available, fair value<br />

is estimated through numerical models based on cash-flow discounting techniques, using the interest rate curve adjusted for factors associated, predominantly the<br />

credit risk and liquidity risk, determined in accordance with the market conditions and time frame.<br />

Interest rates are determined based on information disseminated by the suppliers of content financial - Reuters and Bloomberg - more specifically as a result of prices<br />

of interest rate swaps. The values for the very short-term rates are obtained from similar source but regarding interbank money market. The interest rate curve obtained<br />

is calibrated with the values of interest rate short-term futures. Interest rates for specific periods of the cash flows are determined by appropriate interpolation<br />

methods. The same interest rate curves are used in the projection of the non-deterministic cash flows such as indexes.<br />

When optionality is involved, the standard templates (Black & Scholes, Black, Ho and others) considering the volatility areas applicable are used. Whenever there are<br />

no references in the market of sufficient quality or that the available models do not fully apply to meet the characteristics of the financial instrument, it is applied specific<br />

quotations supplied by an external entity, typically a counterparty of the business.<br />

In case of shares not listed, they are recognized at historical cost when there is no available market value and it is not possible to determine reliably its fair value.<br />

Financial assets held to maturity<br />

These financial instruments are accounted at amortized cost net of impairment. Fair value is based on market prices, whenever these are available. If market prices<br />

are not available, fair value is estimated through numerical models based on cash-flow discounting techniques, using the interest rate curve adjusted for factors<br />

associated, predominantly the credit risk and liquidity risk, determined in accordance with the market conditions and time frame.<br />

Hedging and trading derivatives<br />

All derivatives are recorded at fair value.<br />

In case of those who are quoted in organised markets it is used its market price. As for derivatives traded " Over-the-counter", it is applied methods based on<br />

numerical cash-flow discounting techniques and models for assessment of options considering variables of the market, particularly the interest rates on the instruments<br />

in question, and where necessary, their volatilities.<br />

Interest rates are determined based on information disseminated by the suppliers of content financial - Reuters and Bloomberg - more specifically as a result of prices<br />

of interest rate swaps. The values for the very short-term rates are obtained from similar source but regarding interbank money market. The interest rate curve obtai -<br />

ned is calibrated with the values of interest rate short-term futures. Interest rates for specific periods of the cash flows are determined by appropriate interpolation<br />

methods.<br />

The interest rate curves are used in the projection of the non-deterministic cash flows such as indexes.<br />

Loans and advances to customers with defined maturity date<br />

The fair value of these instruments is calculated discounting the expected principal and interest future cash flows for these instruments, considering that the payments<br />

of the instalments occur in the contractually defined dates. The discount rate used reflects the current conditions applied by the Group in similar instruments for each of<br />

the homogeneous classes of this type of instrument and with similar maturity. The discount rate includes the market rates for the residual maturity date (rates from<br />

the monetary market or from the interest rate swap market, at the end of the year) and the spread used at the date of the report, which was calculated from the<br />

average production of the last three months of the year. For 31 December 2008, the average discount rate was 4.83% and for December 2007 was 6.03%. The<br />

calculations also includes the credit risk spread.


110 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

Loans and advances to customers without defined maturity date<br />

Considering the short maturity of these financial instruments, the conditions of the portfolio are similar to conditions used at the date of the report. Therefore the<br />

amount in the balance sheet is a reasonable estimate of its fair value.<br />

Deposits from customers<br />

The fair value of these financial instruments is calculated by discounting the expected principal and interest future cash flows, considering that payments occur in the<br />

contractually defined dates. The discount rate used reflects the current conditions applied by the Group in identical instruments with a similar maturity. The discount<br />

rate used reflects the actual rates of the Group to this type of funds and with similar residual maturity date. The discount rate includes the market rates of the resi -<br />

dual maturity date (rates of monetary market or the interes rate swap market, at the end of the year) and the spread of the Group at the date of the report, which<br />

was calulated from the average prodution of the last three months of the year. For 31 December 2008, average discount rate was of 4.11% and for December 2007<br />

was 4.51%.<br />

Debt securities issued and Subordinated debt<br />

For these financial instruments, the fair value was calculated for components that are not yet reflected in the balance sheet. The instruments that are at fixed rate and<br />

for which the Group adopts "hedge-accounting", the fair value related to the interest rate risk is already recorded.<br />

For the fair value calculation, it were considered other components of risk in addition to the interest rate risk already recorded. The fair value is based on market<br />

prices, whenever these are available. If market prices are not available, fair value is estimated through numerical models based on cash-flow discounting techniques,<br />

using the interest rate curve adjusted by associated factors, predominantly the credit risk and trading margin, the latter only in the case of issues placed for non-ins -<br />

titutional customers of the Group. As original reference, the Group applies the curves resulting from the interest rate swaps markets for each specific currency. The<br />

credit risk (spread credit) is represented by an excess from the curve of interest rate swaps established specifically for each term and class of instruments based on<br />

the market prices on equivalent instruments.<br />

For own emissions placed among non institutional costumers of the Group, it was added one more differential (spread trade), which represents the margin between<br />

the financing cost in the institutional market and the cost obtained by distributing the respective instrument in the commercial network owned.<br />

The average reference rates of the curve of income obtained from quotations of the market in EUR and used in the calculation of the fair value of debt issued was<br />

6.39% (31 December 2007: 5.60%) for subordinated issues and 4.82% (31 December 2007: 5.22%) senior and collateralized issues.<br />

For financial liabilities with embedded derivatives separable and for which the Group makes revaluation, the calculation of fair value focused on all the components<br />

of these instruments, so that the difference found as at 31 December 2008, an increase in the amount of Euros 358,543,000 (31 December 2007: Euros 33,130,000),<br />

which correspond to an increase in financial liabilities, includes a receivable amount of Euros 3,977,000 (31 December 2007: a payable amount of Euros 45,371,000)<br />

which are recorded in financial assets and liabilities held for trading and reflect the fair value of derivatives embedded.<br />

As at 31 December 2008, the following table presents the values of the interest rates used in the clearance of the curves interest rate of major currencies, including<br />

EUR, USD, GBP and PLN used to determine the fair value of the assets and liabilities of the Group:<br />

Currencies<br />

EUR USD GBP PLN<br />

1 day 1.98% 0.18% 1.50% 5.49%<br />

7 days 2.20% 0.43% 1.85% 5.36%<br />

1 month 2.50% 0.50% 1.95% 5.51%<br />

2 months 2.76% 1.40% 2.45% 5.64%<br />

3 months 2.90% 1.68% 2.55% 5.78%<br />

6 months 2.98% 1.88% 2.69% 5.85%<br />

9 months 2.99% 2.10% 2.78% 5.87%<br />

1 year 3.05% 2.22% 2.93% 4.40%<br />

2 years 2.68% 1.44% 2.60% 4.30%<br />

3 years 3.03% 1.73% 2.85% 4.21%<br />

5 years 3.23% 2.13% 3.15% 4.16%<br />

7 years 3.46% 2.36% 3.31% 4.25%<br />

10 years 3.74% 2.57% 3.45% 4.38%<br />

15 years 3.90% 2.82% 3.67% 4.38%<br />

20 years 3.85% 2.78% 3.58% 4.23%<br />

30 years 3.54% 2.75% 3.32% 3.95%


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 111<br />

The next table shows the main adjustments to the financial assets and liabilities of the Group that do not represent its fair value:<br />

2008<br />

Held for Available Amortized Book Fair<br />

Trading for sale cost Others value value<br />

Cash and deposits at central banks - - - 2,064,407 2,064,407 2,064,407<br />

Loans and advances to credit institutions<br />

Repayable on demand - - - 1,048,348 1,048,348 1,048,348<br />

Other loans and advances - - 2,892,345 - 2,892,345 2,903,292<br />

Loans and advances to customers - - 75,165,014 - 75,165,014 74,324,137<br />

Financial assets held for trading 3,903,267 - - - 3,903,267 3,903,267<br />

Financial assets available for sale - 1,714,178 - - 1,714,178 1,714,178<br />

Assets with repurchase agreement - - 14,754 - 14,754 14,754<br />

Hedging derivatives 117,305 - - - 117,305 117,305<br />

Held to maturity - - 1,101,844 - 1,101,844 1,083,727<br />

Investments in associated companies - - - 343,934 343,934 343,934<br />

4,020,572 1,714,178 79,173,957 3,456,689 88,365,396 87,517,349<br />

Deposits from central banks - - 3,342,301 - 3,342,301 3,342,301<br />

Deposits from other credit institutions - - 5,997,066 - 5,997,066 6,007,949<br />

Amounts owed to customers - - 44,907,168 - 44,907,168 44,932,678<br />

Debt securities - - 20,515,566 - 20,515,566 20,157,023<br />

Financial liabilities held for trading 2,138,815 - - - 2,138,815 2,138,815<br />

Other financial liabilities held for trading<br />

at fair value through profit or loss 6,714,323 - - - 6,714,323 6,714,323<br />

Hedging derivatives 350,960 - - - 350,960 350,960<br />

Subordinated debt - - 2,598,660 - 2,598,660 2,361,892<br />

9,204,<strong>09</strong>8 - 77,360,761 - 86,564,859 86,005,941<br />

Euros ’000<br />

Euros ’000<br />

2007<br />

Held for Available Amortized Book Fair<br />

Trading for sale cost Others value value<br />

Cash and deposits at central banks - - - 1,958,239 1,958,239 1,958,239<br />

Loans and advances to credit institutions<br />

Repayable on demand - - - 820,699 820,699 820,699<br />

Other loans and advances - - 6,482,038 - 6,482,038 6,479,495<br />

Loans and advances to customers - - 65,650,449 - 65,650,449 65,868,560<br />

Financial assets held for trading 3,084,892 - - - 3,084,892 3,084,892<br />

Financial assets available for sale - 4,418,534 - - 4,418,534 4,418,534<br />

Assets with repurchase agreement - - 8,016 - 8,016 8,016<br />

Hedging derivatives 131,069 - - - 131,069 131,069<br />

Investments in associated companies - - - 316,399 316,399 316,399<br />

3,215,961 4,418,534 72,140,503 3,<strong>09</strong>5,337 82,870,335 83,085,903<br />

Deposits from central banks - - 784,347 - 784,347 784,347<br />

Deposits from other credit institutions - - 8,648,135 - 8,648,135 8,577,229<br />

Amounts owed to customers - - 39,246,611 - 39,246,611 39,226,885<br />

Debt securities - - 26,798,490 - 26,798,490 26,831,620<br />

Financial liabilities held for trading 1,304,265 - - - 1,304,265 1,304,265<br />

Other financial liabilities held for trading<br />

at fair value through profit or loss 1,755,047 - - - 1,755,047 1,755,047<br />

Hedging derivatives 116,768 - - - 116,768 116,768<br />

Subordinated debt - - 2,925,128 - 2,925,128 2,938,077<br />

3,176,080 - 78,402,711 - 81,578,791 81,534,238


112 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

48. Pensions<br />

The Group assumed the liability to pay to their employees, pensions on retirement or disabilities and other responsibilities. These liabilities also comply with the terms<br />

of the 'Acordo Colectivo de Trabalho do Sector Bancário' (ACT). The Group's pension obligations and other liabilities are covered through the Banco Comercial<br />

Português Pension Fund managed by PensõesGere - Sociedade Gestora de Fundo de Pensões, S.A. At 31 December, 2008 and 2007 the number of participants<br />

covered by this pension plan is analysed as follows:<br />

2008 2007<br />

Number of participants<br />

Pensioners 15,591 15,551<br />

Employees 10,668 10,777<br />

26,259 26,328<br />

In accordance with the accounting policy, described in note 1 w), the pension obligation and the respective funding for the Group as at 31 December, 2008 and 2007<br />

based on an actuarial valuation made using the projected unit credit method are analysed as follows:<br />

Euros ’000<br />

2008 2007 2006 2005 2004<br />

Projected benefit obligations<br />

Pensioners 4,415,254 4,525,481 4,466,823 4,256,913 3,738,983<br />

Employees 1,307,655 1,353,257 1,248,536 1,182,435 811,789<br />

5,722,9<strong>09</strong> 5,878,738 5,715,359 5,439,348 4,550,772<br />

Seniority premium 54,916 53,723 51,526 52,670 52,038<br />

Value of the Pension Fund (5,322,224) (5,616,436) (5,578,010) (5,015,958) (3,659,282)<br />

Provisions for defined<br />

contributions complementary plan (12,812) - - - -<br />

Liabilities not financed by the Pension Fund 442,789 316,025 188,875 476,060 943,528<br />

Liabilities covered outside the Pension Fund (445,453) (456,598) (461,376) (429,796) (352,<strong>09</strong>8)<br />

(Surplus) / Deficit (2,664) (140,573) (272,501) 46,264 591,430<br />

As at 31 December 2008, the value Projected benefit obligations includes the amount of Euros 319,826,000 (31 December 2007: Euros 336,488,000) related with<br />

the obligations with past services for the Complementary Plan which are totally funded.<br />

Following the decision of the Executive Board of Directors dated 21 September 2006, the ‘Complementary Pension Plan’ which was established in the ‘Plano de Pensões<br />

do Fundo de Pensões do Grupo Banco Comercial Português’ (Defined benefit), will be funded through a defined contribution. However, the employees hired until<br />

the reference date of this decision maintain the benefits that they were entitled to under the previous plan (‘Defined Benefit’). This defined benefit is guaranteed by<br />

the Group company to which they are contractually related at the date of retirement.<br />

On this basis, Group companies have, annually, to fund the Pension Fund in order to cover this benefit, in case of a deficit. The amount is determined in accordance<br />

with the actuarial valuation performed each year, and funding will be performed annually.<br />

The change in the present value of obligations during 2008 is analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Extra-Fund<br />

Pension Benefit Seniority Other retirement<br />

obligations premium Benefits Total Total<br />

Balance as at 1 January 5,475,863 53,723 402,875 5,932,461 5,766,885<br />

Service cost 84,621 3,576 1,920 90,117 78,744<br />

Interests costs 280,147 2,747 20,450 303,344 266,861<br />

Actuarial (gains) and losses<br />

Not related with changes in actuarial assumptions 24,031 - 3,277 27,308 69,252<br />

Arising from changes in actuarial assumptions (267,184) - (22,764) (289,948) 10,263<br />

Payments (285,217) (2,280) (23,519) (311,016) (301,546)<br />

Early retirement programmes 2,633 - 3,<strong>09</strong>2 5,725 31,<strong>09</strong>1<br />

Contributions of employees 11,210 - - 11,210 11,266<br />

Other charges 6,269 (2,850) 5,205 8,624 (355)<br />

Balance as at 31 December 5,332,373 54,916 390,536 5,777,825 5,932,461


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 113<br />

As at 31 December 2008, the value of the pensions paid by the Pension Fund amounted to Euros 285,217,000 (31 December 2007: Euros 275,014,000).<br />

The elements of the assets of the Pension Fund are analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Variable income securities:<br />

Shares 1,075,404 1,939,000<br />

Bonds 959,183 1,249,684<br />

Fixed income securities 1,156,162 759,492<br />

Premises 382,697 387,541<br />

Investment fund units 921,521 1,086,818<br />

Loans and advances to credit institutions 818,805 142,300<br />

Others 8,452 51,601<br />

Balance as at 31 December 5,322,224 5,616,436<br />

The balance Premises includes the buildings owned by the Fund and used by the Group companies that as at 31 December 2008, amounted to Euros 379,206,000<br />

(31 December 2007: Euros 383,699,000). The securities issued by companies of the Group accounted in the portfolio of the Fund are analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Fixed income securities 364,388 156,068<br />

Variable income securities 61,497 229,107<br />

425,885 385,175<br />

The change in the fair value of assets of the Fund during 2008 and 2007 is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Balance as at 1 January 5,616,436 5,578,010<br />

Expected return on plan assets 293,182 289,552<br />

Actuarial gains / (losses) (1,<strong>09</strong>0,002) (80,358)<br />

Contributions to the Fund 776,602 93,731<br />

Payments (285,217) (275,014)<br />

Contributions of employees 11,210 11,266<br />

Other charges 13 (751)<br />

Balance as at 31 December 5,322,224 5,616,436


114 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

The contributions made by the Group to the Pension Fund during 2008 did not result in any actuarial gain or loss, since they were made in cash. The evolution of<br />

the fair value of the securities related with those asset contributions made in 2006 and 2005 that resulted in significant actuarial gains or losses in 2007 and 2006 is<br />

presented as follows:<br />

Euros ’000<br />

Potential and realized Gains / (Losses)<br />

2007 2006<br />

Issuer<br />

Contribution<br />

year<br />

Contribution<br />

Value<br />

Year Acumulated Year Acumulated<br />

Friends Provident PLC (i) 2005 82,531,602 (32,333) (10,428) 14,873 21,905<br />

Comercial Imobiliária (ii) 2005 200,000,000 (2,866) (115,866) (113,000) (113,000)<br />

EDP - Energia de Portugal (i) 2005 164,228,497 49,742 188,705 97,905 138,963<br />

Banca Intesa Spa (i) 2005 486,656,411 (54,799) 187,128 171,248 241,927<br />

EDP - Energia de Portugal (i) 2006 44,225,000 9,135 20,590 17,980 11,455<br />

Banco de Sabadell (i) 2006 20,467,500 (803) (14,910) 2,205 (14,108)<br />

Banco Sabadell (i) 2006 83,079,500 (2,622) (64,925) 7,203 (62,304)<br />

(34,546) 190,294 198,414 224,838<br />

Type:<br />

(i) - shares<br />

(ii) - commercial paper<br />

As referred in note 54, the Pensions Fund registered an actuarial loss in the approximate amount of Euros 115.000.000 related to the commercial paper issued by<br />

Comercial Imobiliária. The amount of the actuarial loss, net of amortizations, as at 31 December 2008, is Euros 98.000.000. The amount will be amortized by the<br />

remaining term of 17 years with a annual amortization of approximatly Euros 5,750,000.<br />

The change in the amounts payable to the Pension Fund related with the obligations, during 2008 and 2007 is analysed as follows:<br />

Euros ’000<br />

(Surplus) / Deficit<br />

2008 2007<br />

Extra-fund<br />

Pension Benefit Seniority Other retirement<br />

obligations premium Benefits Total Total<br />

Balance as at 1 January (140,573) 53,723 402,875 316,025 188,875<br />

Service cost 84,621 3,576 1,920 90,117 78,744<br />

Interest costs 280,147 2,747 20,450 303,344 266,861<br />

Cost with early retirement programs 8,890 - 8,297 17,187 31,<strong>09</strong>1<br />

Expected return on plan assets (293,182) - - (293,182) (289,552)<br />

Actuarial (gains) and losses<br />

Not related with changes in actuarial assumptions 1,114,033 - 3,277 1,117,310 149,610<br />

Arising from changes in actuarial assumptions (267,184) - (22,764) (289,948) 10,263<br />

Contributions to the Fund (776,602) - - (776,602) (93,731)<br />

Benefits paid - (2,280) (23,519) (25,799) (26,532)<br />

Other charges (12,813) (2,850) - (15,663) 396<br />

Balance as at 31 December (2,663) 54,916 390,536 442,789 316,025<br />

The contributions to the Pension Fund, made by the companies of the Group, are analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Other securities - 78,735<br />

Cash 776,602 14,996<br />

776,602 93,731


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 115<br />

In accordance with IAS 19, deferred actuarial losses, including the corridor, as at 31 December 2008 are analysed as follows:<br />

Corridor<br />

Euros ’000<br />

Actuarial losses<br />

Amount in excess<br />

of the Corridor<br />

Balance as at 1 January 2008 587,876 765,032<br />

Actuarial gains and losses<br />

Not related with changes in actuarial assumptions - 1,117,310<br />

Arising from changes in actuarial assumptions - (289,948)<br />

Amortisation of actuarial gains and losses - (38,260)<br />

Other variations - (2,065)<br />

Variation in the corridor (15,585) 15,585<br />

Balance as at 31 December 2008 572,291 1,567,654<br />

As at 31 December 2008, considering the value of the actuarial gains and losses registered in the calculation of the benefit obligations and in the value of the Fund,<br />

the value of the corridor calculated in accordance with paragraph 92 of IAS 19, amounted to Euros 572,291,000 (31 December 2007: Euros 587,876,000).<br />

As at 31 December 2008, the net actuarial gains and losses in excess of the corridor amounted to Euros 1,567,654,000 (31 December 2007: Euros 765,032,000)<br />

and will be amortized against staff costs over a 20 year period considering the year-end balance of the previous year, as referred in the accounting policy presented<br />

in note 1 w).<br />

In 2008, the Group accounted as pension costs the amount of Euros 154,940,000 (31 December 2007: Euros 135,672,000). The cost of the year is analysed as<br />

follows:<br />

Euros ’000<br />

2008 2007<br />

Pension<br />

and other Seniority<br />

Benefits Costs premium Total Total<br />

Service cost 86,541 3,576 90,117 78,744<br />

Interest costs 300,597 2,747 303,344 266,861<br />

Expected return on plan assets (293,182) - (293,182) (289,552)<br />

Amortization of actuarial gains and losses 38,260 - 38,260 34,412<br />

Costs with early retirement programs 5,725 - 5,725 31,<strong>09</strong>1<br />

Reversal of the actuarial losses from the responsibilities<br />

of early retirement 'curtailment' 2,064 - 2,064 13,720<br />

Other charges 11,462 (2,850) 8,612 396<br />

Cost of the year 151,467 3,473 154,940 135,672<br />

The balance Other charges includes the amount of 11,462,000 Euros relating to the transfer of responsibilities in the Bank's balance sheet as retirement benefits and<br />

related members of the Executive Board of Directors who were retired in 2007. This transfer did not cause any increase in costs in the profit and loss account of the<br />

year in 2008 as it had already been accrued for in 2007.<br />

As referred in note 37, as at 31 December 2008, the Group accounted the amount of Euros 73,540,000 (31 december 2007: Euros 95,139,000), related to the obli -<br />

gations with pensions already recognised in Staff costs, related to previous members of the Board of Directors. The referred obligations are not covered by the Pension<br />

Fund of the Group, and correspond to amounts payable by the Bank.


116 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

The movement of the amounts of the responsibilities with retirement pensions payable to former members of the Board of Directors is analysed as follows:<br />

Euros ’000<br />

Balance as at 31 December 2007 95,139<br />

Purchase of insurance policies (13,052)<br />

Write-back (6,430)<br />

Payments (2,117)<br />

Balance as at 31 December 2008 73,540<br />

Considering the market indicators, particularly the estimations of the inflation and the long term interest rate for Euro Zone as well as the demographic characteristics<br />

of the participants, the Group changed the actuarial assumptions used for the calculation of the liabilities for the pension obligations with reference to 31 December<br />

2008. The comparative analysis of the actuarial assumptions is shown as follows:<br />

Banco Comercial Português Fund<br />

2008 2007<br />

Increase in future compensation levels 3.25% 3.25%<br />

Pensions increase rate 2.25% 2.25%<br />

Projected rate of return of fund assets 5.5% 5.5%<br />

Discount rate 5.75% 5.25%<br />

Mortality tables<br />

Men TV 73/77 - 1 year TV 73/77 - 1 year<br />

Women TV 88/90 - 2 years TV 88/90<br />

Disability rate 0% 0%<br />

Turnover rate 0% 0%<br />

Costs with health benefits increase rate 6.5% 6.5%<br />

The assumptions used in the calculation of the pension liabilities are in accordance with the requirements of IAS 19. No disability decreases are considered in the<br />

calculation of the total liabilities.<br />

The projected rate of return of the Funds assets was determined on a consistent way according with current market conditions and with the nature and return of<br />

the plan assets.<br />

Net actuarial losses related to the diference between the actuarial assumptions used for the estimation of the pension liabilities and the actual liabilities as well as the<br />

impact of changing assumptions, for the year ended 31 December 2008 amounted to Euros 827,363,000 (31 December 2007: actuarial losses of Euros 159,873,000)<br />

and are analysed as follows:<br />

Actuarial (Gains) / Losses<br />

2008 2007<br />

Deviation between expected and actual liabilities 27,308 79,515<br />

Discount rate (402,314) -<br />

Mortality tables 112,367 -<br />

Return of Plan assets 1,<strong>09</strong>0,002 80,358<br />

827,363 159,873<br />

Euros ’000<br />

Health benefit costs have a significant impact in pension costs. Considering this impact we produced a sensitivity analysis to a positive one percent variation in health<br />

benefit costs (from 6.5% to 7.5% in 2008) and a negative variation (from 6.5% to 5.5% in 2008) of one percent in health benefit costs, whose impact is analysed as<br />

follows:<br />

Euros ’000<br />

Positive variation of 1% Negative variation of 1%<br />

(6.5% to 7.5%) (6.5% to 5.5%)<br />

2008 2007 2008 2007<br />

Pension cost impact 547 524 (547) (524)<br />

Liability impact 44,168 45,670 (44,168) (45,670)<br />

The liabilities with health benefits are fully covered by the Pension Fund and amount to Euros 287,<strong>09</strong>2,000 (31 December 2007: Euros 296,852,000). The estimated<br />

value of contributions to the pension plan in 20<strong>09</strong> is Euros 133,426,000.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 117<br />

49. Related parties<br />

The Group grants loans in the ordinary course of its business within the Group and to other related parties. Under the Collective Agreement of Labour for Employees<br />

of the Portuguese Banking Sector which includes substantially all employees of banks operating in Portugal, the Group grants loans to employees at interest rates<br />

fixed under the above referred agreement for each type of loan upon request by the employees.<br />

As at 31 December, 2008, loans to members of the Executive Board of Directors and their direct family members amounted to Euros 754,000 (31 December 2007:<br />

Euros: 111,000), which represented 0.01% of shareholders’ equity (31 December 2007: 0.01%). The amount of loans recorded in 2007 are credit cards expenses, which<br />

are totally paid in the next month.<br />

As at 31 December 2008, the principal loans and guarantees (excluding interbank and money market transactions) the Group has made to shareholders holding,<br />

together with their affiliates, 2% or more of the share capital whose holdings in aggregate, together with their affiliates, represent 51.2% of the share capital as of 31<br />

December 2008 (31 December 2007: 61.7%) described in the Executive Board of Directors report, amounted to approximately Euros 2,219,572,000 (31 December<br />

2007: 2,272,183,000). Each of these loans was made in the ordinary course of business, on substantially the same terms as those prevailing at the time for comparable<br />

transactions with other persons.<br />

Remunerations to the Executive Board of Directors<br />

For the exercise of its functions, members of the Executive Board of Directors did not received remunerations besides those that are communicated. Therefore,<br />

considering that the remuneration of members of the Executive Board of Directors intend to compensate the functions that are performed directly in the Bank and<br />

all other functions on subsidiaries or other companies for which they have been designated by indication or representing the Bank, in the later case, the net amount<br />

of the remunerations annualy received by each member are deducted to the fixed annual remuneration.<br />

The remunerations paid to the members of the Executive Board of Directors in 2008 amounted to Euros 3,413,000 (2007: Euros 4,710,000), with Euros 367,000<br />

paid by subsidiaries or companies whose governing bodies represent interests in the Group. During 2008 no variable remuneration was attributed to the members<br />

of the Executive Board of Directors.<br />

During 2008, the costs with Social Security and the contributions to the Pension Fund for members of the Executive Board of Directors amounted to Euros 1,031,000<br />

(2007: Euros 6,518,000).<br />

Considering that some members of the Executive Board of Directors were Directors of the Bank and companies Group during 2007 and until their election in 2008,<br />

fixed and variable remunerations were paid to them in the amount of Euros 1,001,000, the variable part being related to 2007.<br />

Transactions with the Pension Fund<br />

During the first semester of 2008, <strong>BCP</strong> Group repurchased to the Pension Fund, BII Finance Company bonds issued on 25 September 1996 and with maturity on<br />

25 September 2011, in the amount of Euros 232,000,000.<br />

During 2008 all the contributions to the Pension Fund were made in cash.<br />

The Group has made transactions with the Pension Fund, during 2007, that are analysed as follows:<br />

– Contribution of 77,000,000 bonds BPA Floating 29/<strong>09</strong>/2049 in the amount of Euros 77,205,000, as referred in note 48 Pensions.<br />

– Contribution of the economic rights related with the shares of Brisal, Lusoscut – A.E. da Beira Litoral and Lusoscut – A.E. Grande Porto, in the amount of Euros<br />

1,530,000, as referred in note 48 Pensions.<br />

– Additionally and as referred in note 48 Pensions, other additional contributions in 2007 were made by the Group in cash, in the amount of Euros 14,997,000. During<br />

the year 2007, the Group also sold to the Pension Fund, 23,920,412 shares of Banco Sabadell in the amount of Euros 180,671,000, as referred in notes 7, 22 and 39.<br />

Recovery of loans previously charged-off<br />

During the year 2007 the Group has accounted for a recovery of loans previously charged-off in the amount of Euros 14,300,000 regarding a set of loans to<br />

companies related with a member of the family of a member of the Governing Boards.<br />

Retirements of the members of the Executive Board of Directors<br />

In 2007, the Group booked Euros 78,864,000 under staff costs related to the present value of the retirement benefits granted to the members of the Executive Board<br />

of Directors, who retired during the year.<br />

Additionally there was a termination of the contracts with three former Board members in functions at 31 December 2007, for which the Group paid the amount<br />

of Euros 18,700,000. Considering the amount provisioned and financed at that time related to the liabilities with pensions, the impact in the net income for the year<br />

amounted to Euros 12,770,000, which was compensated by the reversal of the accrual of the pluriannual variable remunerations described above.<br />

Regarding the retirement and termination of the employment contracts of the former members of the Executive Board of Directors, curtailment costs were accounted<br />

in the amount of Euros 16,633,000.


118 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

The shareholder and bondholder position of members of the Corporate's Boards, is as follows:<br />

Shareholders/Bondholders Security Number of<br />

securities at<br />

31/12/2008 31/12/2007<br />

Changes during 2008<br />

Acquisitions Disposals Date<br />

Unit<br />

Price<br />

Euros<br />

Members of Corporate Boards<br />

Armando Vara <strong>BCP</strong> shares 10,000 0 10,000 18-Apr-08 1.84<br />

Paulo José Ribeiro Moita Macedo <strong>BCP</strong> shares 259,994 200,001 59,993 (a) 5-May-08 1.20<br />

Luis Maria França de Castro Pereira Coutinho <strong>BCP</strong> shares 247,288 190,228 4 (b) 10-Apr-08 2.00<br />

57,060 (a) 24-Apr-08 1.20<br />

Vitor Manuel Lopes Fernandes <strong>BCP</strong> shares 20,000 0 12,500 (e) 7-Apr-08 2.12<br />

12,500 (c) 7-Apr-08 0.10<br />

3,749 (a) 24-Apr-08 1.20<br />

64 (a) 29-Apr-08 1.20<br />

3,687 2-Jun-08 1.62<br />

José João Guilherme <strong>BCP</strong> shares 51,000 50,500 500 22-Jan-08 2.08<br />

51,000 (b) 16-Apr-08 0.20<br />

Nelson Ricardo Bessa Machado <strong>BCP</strong> shares 259,992 200,000 2 (b) 15-Apr-08 0.25<br />

59,992 (a) 24-Apr-08 1.20<br />

Members of Supervisory Board<br />

Gijsbert Swalef <strong>BCP</strong> shares 282,633 217,416 65,217 (a) 24-Apr-08 1.20<br />

Ângelo Ludgero da Silva Marques <strong>BCP</strong> shares 1,765,013 357,740 1,000,000 17-Apr-08 2.74<br />

407,273 (a) 24-Apr-08 1.20<br />

<strong>BCP</strong> Finance Company 5,543 PCT Eur 2,500 2,500<br />

António Luis Guerra Nunes Mexia <strong>BCP</strong> shares 1,299 1,000 3 (b) 17-Apr-08 0.18<br />

299 (a) 24-Apr-08 1.20<br />

António Manuel Ferreira da Costa Gonçalves <strong>BCP</strong> shares 4,440,807 4,015,577 1,204,530 (a) 24-Apr-08 1.20<br />

74,182 24-Apr-08 1.85<br />

725,818 28-Apr-08 1.86<br />

20,700 (a) 29-Apr-08 1.20<br />

Bcp Obrg Cx Sup Inv Mill II 12/10 2,000 2,000<br />

Francisco de La Fuente Sánchez <strong>BCP</strong> shares 2,313 1,780 533 (a) 29-Apr-08 1.20<br />

<strong>BCP</strong> Bonds Cx Rend. Cresc. Feb 06/08 0 900 900 14-Feb-08 50<br />

<strong>BCP</strong> Bonds Cx TOP 6 May 06/08 0 1,000 1,000 9-May-08 50<br />

Bonds Cx Aforro Cresct 6% Sep 2006/08 0 1,600 1,600 5-Sep-08 50<br />

<strong>BCP</strong> Bonds Cx Top 10 November 2006/2008 0 400 400 27-Nov-08 50<br />

<strong>BCP</strong> Ob Cx <strong>Millennium</strong> Cresc August 2010 500 500<br />

<strong>BCP</strong> Ob Cx Multi-Rend Europa Oct. 2010 1,500 1,500<br />

<strong>BCP</strong> Obg Cx Inv. Selec. Mundial Nov 07/<strong>09</strong> 2,000 2,000<br />

<strong>BCP</strong> Obg Cx Inv. Especial 2007/20<strong>09</strong> 3ª Em 300 300<br />

<strong>BCP</strong> Obg Cx Super Investimento Feb 08/11 1,000 0 1,000 (d) 12-Feb-08 50<br />

<strong>BCP</strong> Obg Cx Inv. Mercadorias March 08/11 1,500 0 1,500 (d) 25-Mar-08 50<br />

<strong>BCP</strong> Obg Cx Energias Renováveis 08/2011 1,000 0 1,000 (d) 17-Jun-08 50<br />

<strong>BCP</strong> Obg Cx Subordinadas 1ª Série 1,600 0 1,600 (d) 26-Sep-08 50<br />

João Alberto Pinto Basto <strong>BCP</strong> shares 162,737 125,186 1 (b) 16-Apr-08 0.20<br />

37,551 (a) 24-Apr-08 1.20<br />

José Eduardo Faria Neiva dos Santos <strong>BCP</strong> shares 1,383 1,000 304 (a) 24-Apr-08 1.20<br />

158 31-Jul-08 1.37<br />

2 4-Aug-08 1.12<br />

6 1-Sep-08 1.18<br />

93 9-Sep-08 1.25<br />

5 2-Oct-08 1.11<br />

105 6-Oct-08 1.02<br />

104 10-Oct-08 0.93<br />

<strong>BCP</strong> Obg Cx Sup Aforro <strong>Millennium</strong> 1ª 2013 700 0 700 (d) 25-Mar-08 50.00<br />

<strong>BCP</strong> Obg Cx Sup Aforro Mil Sr B 1ªE 2013 500 0 500 (d) 28-Oct-08 50.00<br />

Keith Satchell <strong>BCP</strong> shares 3,769 2,900 869 (a) 24-Apr-08 1.20<br />

(continue)


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 119<br />

(continuation)<br />

Shareholders/Bondholders Security Number of<br />

securities at<br />

31/12/2008 31/12/2007<br />

Changes during 2008<br />

Acquisitions Disposals Date<br />

Unit<br />

Price<br />

Euros<br />

Luís Francisco Valente de Oliveira <strong>BCP</strong> shares 81,775 62,659 18,795 (a) 24-Apr-08 1.20<br />

321 (a) 29-Apr-08 1.20<br />

Luís de Melo Champalimaud <strong>BCP</strong> shares 20,000 5,000 45,007 (e) 10-Apr-08 0.22<br />

1 (b) 10-Apr-08 0.22<br />

15,000 (a) 24-Apr-08 1.20<br />

Mário Branco Trindade <strong>BCP</strong> shares 53,620 41,085 12,324 (a) 24-Apr-08 1.20<br />

211 (a) 29-Apr-08 1.20<br />

Spouse and Dependent Children<br />

Alexandra Maria Ferreira C. Gonçalves <strong>BCP</strong> shares 290,868 170,000 50 4-Apr-08 2.11<br />

31,000 7-Apr-08 1.98<br />

51,007 (a) 24-Apr-08 1.20<br />

875 (a) 29-Apr-08 1.20<br />

15,036 22-Jul-08 1.13<br />

5,100 22-Sep-08 1.27<br />

45,000 25-Sep-08 1.19<br />

55,000 30-Sep-08 1.13<br />

50,000 7-Nov-08 0.90<br />

50,000 26-Nov-08 0.75<br />

<strong>BCP</strong> Ob Cx Inv. Especial 2007/20<strong>09</strong> 2ª Em 1,000 1,000 1,000 (a) 4-Dec-07 50<br />

<strong>BCP</strong> Fin Ilin Wr Bask Enhanc X Eur Dec/10 80 80 80 (a) 14-Dec-07 1,000<br />

(a) Subscription of share capital increase of <strong>BCP</strong>.<br />

(b) Sale of subscription rights of share capital increase of <strong>BCP</strong>.<br />

(c) Subscription.<br />

(d) Subscription.<br />

(e) Internal Deposit / Internal Transfer.<br />

As at 31 December 2008, the Bank's credits over subsidiaries and the <strong>Millennium</strong> <strong>bcp</strong> Fortis Group, represented or not by securities, included in the items of Loans<br />

and advances to credit institutions and to customers and financial assets held for trading and available for sale, are analysed as follows:<br />

Loans and advances<br />

Financial assets<br />

Credit<br />

Available<br />

Institutions Customers Trading for Sale Total<br />

Banco de Investimento Imobiliário, S.A. 2,473,967 - - 575,646 3,049,613<br />

Banque Privée <strong>BCP</strong> (Suisse) S.A. 643,089 - - - 643,089<br />

<strong>BCP</strong> Bank & Trust Company (Cayman) Limited 1,373,126 - - - 1,373,126<br />

<strong>BCP</strong> Finance Bank Ltd 520,500 - 6,287 141,183 667,970<br />

Banca <strong>Millennium</strong> S.A. 5,420 - - - 5,420<br />

<strong>Millennium</strong> <strong>bcp</strong> - Prestação de Serviços, A.C.E. - 38,816 - - 38,816<br />

<strong>Millennium</strong> <strong>bcp</strong> Investimento Group 853,731 - - 518,528 1,372,259<br />

<strong>Millennium</strong> Bank (Greece) Group 1,147,337 - 60,755 551,440 1,759,532<br />

Banco <strong>Millennium</strong> Angola, S.A. 82,992 - - - 82,992<br />

<strong>Millennium</strong> Bank, Anonim Sirketi (Turkey) 112,524 - - - 112,524<br />

Others 7,313 - - - 7,313<br />

7,219,999 38,816 67,042 1,786,797 9,112,654<br />

Euros ’000<br />

As at 31 December 2008, the Bank had credits over associated companies, represented or not by securities, included in the items of Loans and advances to credit<br />

institutions and to customers, and financial assets held for trading and available for sale, in the amount of Euros 117,756,000.


120 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

As at 31 December 2008, the Bank's liabilities with subsidiaries and the <strong>Millennium</strong> <strong>bcp</strong> Fortis Group, represented or not by securities, included in items Deposits<br />

from credit institutions and to customers, Debt securities issued and in Subordinated debt, are analysed as follows:<br />

Euros ’000<br />

Deposits from<br />

Credit Debt Subordinated<br />

Institutions Customers Securities Issued Debt Total<br />

Banco Activobank (Portugal), S.A. 234,368 - - - 234,368<br />

Banco de Investimento Imobiliário, S.A. 528,<strong>09</strong>2 767 - - 528,859<br />

Bank <strong>Millennium</strong> (Poland) Group 24,256 - - - 24,256<br />

Banque Privée <strong>BCP</strong> (Suisse) S.A. 104,961 - - - 104,961<br />

<strong>BCP</strong> Bank & Trust Company (Cayman) Limited 3,613,797 - - - 3,613,797<br />

<strong>BCP</strong> Finance Bank Ltd 11,760,061 - - 1,786,349 13,546,410<br />

<strong>BCP</strong> Finance Company, Ltd - 3,040 - 1,000,000 1,003,040<br />

<strong>BCP</strong> Internacional II, S.G.P.S.<br />

Sociedade Unipessoal, Lda. - 44,466 - - 44,466<br />

<strong>BCP</strong> Investment, B.V. - 157,721 - - 157,721<br />

BIM - Banco Internacional de Moçambique, S.A.R.L. 117,291 - - - 117,291<br />

<strong>Millennium</strong> <strong>bcp</strong> Investimento Group 580,310 15,665 599,003 2,282 1,197,260<br />

<strong>Millennium</strong> Bank (Greece) Group 666,847 - - - 666,847<br />

<strong>Millennium</strong> <strong>bcp</strong> - Gestão de Fundos de Investimento, S.A. - 13,865 - - 13,865<br />

Baía de Luanda 1<strong>09</strong> 9,034 - - 9,143<br />

<strong>BCP</strong> Capital Finance Limited 4,216 - - - 4,216<br />

Comercial Imobiliária, S.A. - 11,418 - - 11,418<br />

Seguros & Pensões Gere, S.G.P.S., S.A. - 846,967 - - 846,967<br />

Banco <strong>Millennium</strong> Angola, S.A. 34,373 - - - 34,373<br />

<strong>Millennium</strong> <strong>bcp</strong> - Prestação de Serviços, A.C.E. - 13,555 - - 13,555<br />

<strong>Millennium</strong> <strong>bcp</strong> Fortis Group - 876,830 - - 876,830<br />

Others 3,570 1,999 - - 5,569<br />

17,672,251 1,995,327 599,003 2,788,631 23,055,212<br />

As at 31 December 2008, the Bank's liabilities with associated companies, represented or not by securities, included in items Deposits from credit institutions and to<br />

customers, Debt securities issued and in Subordinated debt, in the amount of Euros 7,894,000.<br />

As at 31 December 2008, the income generated by the Bank on inter-company transactions with subsidiaries, included in the items of Interest income, Commissions,<br />

Other operating income and Gains arising from trading activity, are analysed as follows:<br />

Euros ’000<br />

Other<br />

Gains arising<br />

Interest Commissions operating from trading<br />

income income income activity Total<br />

Banco Activobank (Portugal), S.A. - - 2,689 - 2,689<br />

Banca <strong>Millennium</strong> S.A (Romania) 6,606 - - 541 7,147<br />

Banco de Investimento Imobiliário, S.A. 216,293 - 3,106 438 219,837<br />

Bank <strong>Millennium</strong> (Poland) Group 10 - - 1,795 1,805<br />

Banque Privée <strong>BCP</strong> (Suisse) S.A. 36,933 - - - 36,933<br />

<strong>BCP</strong> Bank & Trust Company (Cayman) Limited 113,672 - - 104,070 217,742<br />

<strong>BCP</strong> Finance Bank Ltd 32,599 - 116 883,713 916,428<br />

<strong>Millennium</strong> Bank, Anonim Sirketi (Turkey) 2,444 - - 40,474 42,918<br />

BitalPart, B.V. 2,308 - - - 2,308<br />

BIM - Banco Internacional de Moçambique, S.A.R.L. 151 - 3,516 - 3,667<br />

<strong>Millennium</strong> <strong>bcp</strong> Investimento Group 33,750 - 6,969 49,496 90,215<br />

<strong>Millennium</strong> Bank (Greece) Group 87,447 - - 30,620 118,067<br />

<strong>Millennium</strong> <strong>bcp</strong> - Gestão de Fundos de Investimento, S.A. - 17,496 1,701 - 19,197<br />

Comercial Imobiliária, S.A. 18,112 4 - - 18,116<br />

<strong>Millennium</strong> <strong>bcp</strong> - Prestação de Serviços, A.C.E. 2,486 - 9,977 - 12,463<br />

<strong>Millennium</strong> <strong>bcp</strong> Fortis Group 16,486 44,210 14,624 - 75,320<br />

Others 2,840 16 184 - 3,040<br />

572,137 61,726 42,882 1,111,147 1,787,892


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 121<br />

As at 31 December 2008, the costs incurred by the Bank on inter-company transactions with subsidiaries, included in items Interest expense, Commissions, Admi -<br />

nistrative costs and Losses arising from trading activity, are analysed as follows:<br />

Euros ’000<br />

Losses arising<br />

Interest Commissions Administrative from trading<br />

expense costs costs activity Total<br />

Banco Activobank (Portugal), S.A. 11,562 206 - - 11,768<br />

Banca <strong>Millennium</strong> S.A. (Romania) 20 - - 4,192 4,212<br />

Banco de Investimento Imobiliário, S.A. 28,077 6,229 - 4<strong>09</strong> 34,715<br />

Bank <strong>Millennium</strong> (Poland) Group 679 - - 2,299 2,978<br />

Banque Privée <strong>BCP</strong> (Suisse) S.A. 6,286 - - - 6,286<br />

<strong>BCP</strong> Bank & Trust Company (Cayman) Limited 168,642 - - 78,316 246,958<br />

<strong>BCP</strong> Finance Bank Ltd 841,211 - - 827,190 1,668,401<br />

<strong>BCP</strong> Finance Company, Ltd 49,725 - - - 49,725<br />

<strong>BCP</strong> Internacional II, S.G.P.S.<br />

Sociedade Unipessoal, Lda. 5,082 - - - 5,082<br />

<strong>BCP</strong> Investment, B.V. 10,219 - - - 10,219<br />

<strong>Millennium</strong> Bank, Anonim Sirketi (Turkey) 247 - - 18,456 18,703<br />

BIM - Banco Internacional de Moçambique, S.A.R.L. 4,793 - - - 4,793<br />

<strong>Millennium</strong> <strong>bcp</strong> Investimento Group 37,648 758 - 44,357 82,763<br />

<strong>Millennium</strong> Bank (Greece) Group 37,326 - - 15,194 52,520<br />

Seguros & Pensões Gere, S.G.P.S., S.A. 29,697 - - - 29,697<br />

Banco <strong>Millennium</strong> Angola, S.A. 1,146 - - - 1,146<br />

<strong>Millennium</strong> <strong>bcp</strong> - Prestação de Serviços, A.C.E. 169 - 130,761 - 130,930<br />

<strong>Millennium</strong> <strong>bcp</strong> Fortis Group - - 6,859 - 6,859<br />

Others 1,526 1,699 218 - 3,443<br />

1,234,055 8,892 137,838 990,413 2,371,198<br />

The inter-company balances and transactions are eliminated on consolidation, as referred in note 1 b).<br />

50. Segmental reporting<br />

<strong>Millennium</strong> <strong>bcp</strong> offers a wide range of banking activities and financial services in Portugal and abroad, with a special focus on Commercial Banking, Investment Banking<br />

and Private Banking and Asset Management.<br />

Segments description<br />

Commercial Banking is the core business in the Group’s activity, both in terms of volumes and contribution to results. The Commercial Banking activity includes<br />

Millen nium <strong>bcp</strong>’s network in Portugal, operating as a distribution channel targeting the segments of Retail Banking and Corporate and Companies, focusing the acti -<br />

vity on satisfying customers’ financial needs, both for individuals and companies. Commercial Banking also includes the segment of Foreign Business, operating through<br />

several banking operations in markets with affinity to Portugal and in markets of recognised growth potential, in Europe and in other regions.<br />

The strategic approach of Retail Banking in Portugal, was to target “Mass market” customers, who appreciate a value proposition based on innovation and speed, as<br />

well as Affluent and Small businesses customers, whose specific characteristics, financial assets or income imply a value proposition based on innovation and persona -<br />

lisation, requiring a dedicated Account Manager. Retail Banking also includes ActivoBank7, a universal Bank, focusing on brokerage and on the selection and advisory<br />

of long-term investment products. Within the scope of the cross-selling strategy, Retail Banking also acts as a distribution channel for financial products and services<br />

of the <strong>Millennium</strong> <strong>bcp</strong> business as a whole.<br />

The Corporate and Companies segment includes: (i) the Corporate network in Portugal, targeting corporate and institutional customers with an annual turnover in<br />

excess of Euro 100 million, providing a complete range of value added products and services; (ii) the Companies network in Portugal, which covers the financial needs<br />

of companies with an annual turnover between Euro 7.5 million and Euro 100 million, focused on innovation and on offering a wide range of traditional banking pro -<br />

ducts complemented by specialised financing; and (iii) the activity of the Bank's International Division.<br />

The Investment Banking business is undertaken essentially by <strong>Millennium</strong> investment banking, a company specialised in capital markets, providing strategic and financial<br />

advisory, specialised financial service – Project finance, Corporate finance, Securities brokerage and Equity research as well as in structuring risk-hedging derivatives<br />

products.<br />

The Private Banking and Asset Management activity comprises the Private Banking network in Portugal, <strong>Millennium</strong> Banque Privée, a private banking platform<br />

incorporated under Swiss law, and subsidiary companies specialised in the asset management business.


122 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

The Foreign Business comprises the operations outside Portugal, namely in Poland, Greece, Turkey, Romania, Mozambique, Angola and United States. The Group is<br />

represented by a universal bank in Poland and by an operation based on the innovation of products and services in Greece. The activity in Turkey is performed through<br />

an operation focused on financial advising, and in Romania it is represented through a greenfield operation launched in 2007, focused on Mass market and Businesses,<br />

Companies and Affluent. All the above operations develop their activities under the same commercial brand of <strong>Millennium</strong>. The Group is represented in Mozambique<br />

by <strong>Millennium</strong> bim, a universal bank targeting both companies and individual customers, in Angola by <strong>Millennium</strong> Angola, a bank focused on individuals and public and<br />

private sector companies and institutions, and in the United States by <strong>Millennium</strong> <strong>bcp</strong>bank, a local bank that serves the local population, in particular the Portuguese<br />

community.<br />

The segment Other includes the centralized management of shareholdings and the remaining corporate activities and operations that are not included in the business<br />

segments, namely the bancassurance activity, a joint-venture with the Belgian-Dutch Group Fortis, and the remaining amounts not allocated to the segments.<br />

Business Segments Activity<br />

The figures reported for each segment result from aggregating the subsidiaries and business units integrated in each segment, including the impacts arising from the<br />

capital allocation and from the balancing process of each entity’s level, both at balance sheet and income statement, based on average figures. Balance sheet headings<br />

for each subsidiary and business unit are re-calculated, given the replacement of their original own funds by the outcome of the capital allocation process, according<br />

to regulatory solvency criteria. Considering that, the process of capital allocation should follow the regulatory criteria of solvency in place, the risk weighted assets<br />

and, consequently, the business segments’ capital allocation, were determined in accordance with the Basel II framework for 2008 figures and in accordance with the<br />

Basel I for 2007. Each operation is balanced through internal transfers of funds, with no impact on consolidated accounts.<br />

Operating costs determined for each business area rely on the amounts accounted directly in the respective cost centres, on one hand, and on the amounts resul -<br />

ting from internal cost allocation processes, on the other hand.<br />

For example, in the first set of costs are included costs related to phone communication, to travel, hotel and representation expenses and to advisory services, and<br />

in the second set are included costs related to mail, to water and electricity and to rents related to spaces occupied by organic units, among other.<br />

The allocation of this last set of costs is based on the application of previously defined criteria, related to the level of activity of each business area, like the number<br />

of current accounts, the number of customers or employees, the business volume and the space occupied.<br />

The financial fluxes generated by the business areas, in particular the placement of funds from new deposits and funding of loans granted, are processed at market<br />

prices, having the Bank’s Treasury Department as counterparty. These market prices are determined according to the currency, the maturity of the transactions and<br />

their repricing periods. Additionally, all financial fluxes resulting from capital allocation are based on the average 6-month Euribor interest rate for each given period.<br />

To ensure comparability, the structural changes that occurred in 2008 were reflected in the segments as of 31 December 2007. ActivoBank7 is included in Retail Banking,<br />

previously in Private Banking and Asset Management. The Corporate was incorporated in the Corporate and Companies Segment. Investment Banking business was<br />

individualized.<br />

From the beginning of 2008, the liquidity premium started to be allocated to the Bank’s business areas, in order to adequately reflect the contractual deadlines of the<br />

operations in internal transfer prices of the respective funds. Each segment’s net contribution reflects the individual results reached by business units, independent of<br />

the percentage held by the Group, including the impacts of the funds transfers mentioned above. The following information is based on financial statements prepared<br />

according to IFRS and on the organizational model in place at <strong>BCP</strong> Group.<br />

Geographical Segments<br />

The Group operates with special emphasis in the Portuguese and Polish markets, and also in a few affinity markets. Considering this, the geographical segments<br />

include Portugal, Poland, Greece and Other. The segment Portugal reflects, essentially, the activities carried out by <strong>Millennium</strong> <strong>bcp</strong> in Portugal, <strong>Millennium</strong> investment<br />

banking, ActivoBank7, Banco de Investimento Imobiliário and the operation in Switzerland. The segment Poland includes the business carried out by Bank <strong>Millennium</strong><br />

(Poland) while the segment Greece contains the activity of <strong>Millennium</strong> Bank (Greece). The segment Other comprises the Group’s operations not included in the<br />

remaining segments, namely the activities developed in other countries, such as Turkey, Romania, United States, Mozambique and Angola.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 123<br />

At 31 December 2008, the net contribution of the major business segments is analysed as follows:<br />

Euros ’000<br />

Commercial Banking<br />

Private<br />

Banking<br />

Retail Corporate and Foreign Investment and Asset<br />

Banking Companies Business Total Banking Management Other Consolidated<br />

Income statement<br />

Interest income 2,287,736 1,413,997 1,319,566 5,021,299 134,923 207,132 (93,757) 5,269,597<br />

Interest expense (1,380,999) (1,086,511) (823,960) (3,291,470) (126,478) (149,784) 19,183 (3,548,549)<br />

Net interest income 906,737 327,486 495,606 1,729,829 8,445 57,348 (74,574) 1,721,048<br />

Commissions and other income 433,139 154,578 296,558 884,275 52,927 81,485 99,707 1,118,394<br />

Commissions and other costs (24,296) (7,254) (80,501) (112,051) 43,311 (31,011) (166,440) (266,191)<br />

Net commissions and other income 408,843 147,324 216,057 772,224 96,238 50,474 (66,733) 852,203<br />

Net gains arising from trading activity (31) - 147,605 147,574 10,789 (5,956) (134,308) 18,<strong>09</strong>9<br />

Staff costs and administrative costs 747,829 105,899 576,7<strong>09</strong> 1,430,437 44,380 57,185 25,946 1,557,948<br />

Depreciations 1,456 185 45,830 47,471 190 325 64,857 112,843<br />

Operating costs 749,285 106,084 622,539 1,477,908 44,570 57,510 90,803 1,670,791<br />

Impairment and provisions (204,<strong>09</strong>2) (164,671) (77,978) (446,741) 859 (52,366) (90,975) (589,223)<br />

Share of profit of associates under<br />

the equity method - - - - (2,356) - 21,436 19,080<br />

Net gain from the sale of other assets - - 10,031 10,031 (4) - (18,434) (8,407)<br />

Profit before income tax 362,172 204,055 168,782 735,0<strong>09</strong> 69,401 (8,010) (454,391) 342,0<strong>09</strong><br />

Income tax (96,233) (54,075) (40,494) (190,802) (20,954) 7,463 120,295 (83,998)<br />

Minority interests - - (52,531) (52,531) - - (4,298) (56,829)<br />

Profit after income tax 265,939 149,980 75,757 491,676 48,447 (547) (338,394) 201,182<br />

Balance sheet<br />

Cash and Loans and advances<br />

to credit institutions 5,157,114 5,735,714 2,573,991 13,466,819 3,618,067 484,471 (11,564,257) 6,005,100<br />

Loans and advances to customers 34,819,394 22,875,892 14,710,611 72,405,897 1,166,017 3,426,477 (1,833,377) 75,165,014<br />

Financial assets 1,404 - 2,681,480 2,682,884 2,<strong>09</strong>8,165 24,497 1,913,743 6,719,289<br />

Other assets 743,733 83,050 481,126 1,307,9<strong>09</strong> 231,111 35,348 4,959,953 6,534,321<br />

Total Assets 40,721,645 28,694,656 20,447,208 89,863,5<strong>09</strong> 7,113,360 3,970,793 (6,523,938) 94,423,724<br />

Deposits from other credit institutions 8,217,757 8,558,035 3,285,747 20,061,539 3,985,897 1,050,365 (15,758,434) 9,339,367<br />

Deposits from customers 18,503,<strong>09</strong>1 5,745,855 12,959,772 37,208,718 10 2,145,075 5,553,365 44,907,168<br />

Debt securities issued 8,333,626 8,572,001 1,088,423 17,994,050 2,152,731 368,760 25 20,515,566<br />

Other financial liabilities held for<br />

trading at fair value through<br />

profit or loss 3,319,287 3,414,233 1,131,797 7,865,317 607,833 156,308 223,680 8,853,138<br />

Other liabilities 975,974 893,428 1,110,423 2,979,825 217,104 96,728 1,266,594 4,560,251<br />

Total Liabilities 39,349,735 27,183,552 19,576,162 86,1<strong>09</strong>,449 6,963,575 3,817,236 (8,714,770) 88,175,490<br />

Equity and minority interests 1,371,910 1,511,104 871,046 3,754,060 149,785 153,557 2,190,832 6,248,234<br />

Total Liabilities, Equity<br />

and minority interests 40,721,645 28,694,656 20,447,208 89,863,5<strong>09</strong> 7,113,360 3,970,793 (6,523,938) 94,423,724


124 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

At 31 December 2007, the net contribution of the major business segments is analysed as follows:<br />

Euros ’000<br />

Commercial Banking<br />

Private<br />

Banking<br />

Retail Corporate and Foreign Investment and Asset<br />

Banking Companies Business Total Banking Management Other Consolidated<br />

Income statement<br />

Interest income 2,019,870 1,213,987 901,186 4,135,043 162,830 165,745 (131,431) 4,332,187<br />

Interest expense (1,008,527) (851,923) (502,396) (2,362,846) (149,931) (117,3<strong>09</strong>) (164,798) (2,794,884)<br />

Net interest income 1,011,343 362,064 398,790 1,772,197 12,899 48,436 (296,229) 1,537,303<br />

Commissions and other income 446,623 161,774 300,310 908,707 59,410 123,525 82,806 1,174,448<br />

Commissions and other costs (26,514) (14,949) (71,958) (113,421) (1,780) (51,225) (197,000) (363,426)<br />

Net commissions and other income 420,1<strong>09</strong> 146,825 228,352 795,286 57,630 72,300 (114,194) 811,022<br />

Net gains arising from trading activity (59) - 116,583 116,524 64,373 226 (78,996) 102,127<br />

Staff costs and administrative costs 744,954 115,785 481,230 1,341,969 54,729 58,898 178,083 1,633,679<br />

Depreciations 1,556 204 45,499 47,259 207 460 66,970 114,896<br />

Operating costs 746,510 115,989 526,729 1,389,228 54,936 59,358 245,053 1,748,575<br />

Impairment and provisions (108,886) (29,714) (41,169) (179,769) (634) (6,859) (167,836) (355,<strong>09</strong>8)<br />

Share of profit of associates under<br />

the equity method - - - - (560) - 51,775 51,215<br />

Net gain from the sale of other assets - - - - - - 290,222 290,222<br />

Profit before income tax 575,997 363,186 175,827 1,115,010 78,772 54,745 (560,311) 688,216<br />

Income tax (152,632) (96,245) (34,540) (283,417) (13,920) (10,554) 238,321 (69,570)<br />

Minority interests - - (49,521) (49,521) - - (5,838) (55,359)<br />

Profit after income tax 423,365 266,941 91,766 782,072 64,852 44,191 (327,828) 563,287<br />

Balance sheet<br />

Cash and Loans and advances<br />

to credit institutions 3,845,003 2,926,774 2,363,853 9,135,630 5,770,849 564,344 (6,2<strong>09</strong>,847) 9,260,976<br />

Loans and advances to customers 33,674,1<strong>09</strong> 18,912,627 11,446,889 64,033,625 920,977 3,235,308 (2,539,461) 65,650,449<br />

Financial assets 21,887 2,572,513 639,717 3,234,117 503,253 1,576 679,588 4,418,534<br />

Other assets 1,101,465 99,572 1,775,077 2,976,114 1,666,198 40,058 4,153,832 8,836,202<br />

Total Assets 38,642,464 24,511,486 16,225,536 79,379,486 8,861,277 3,841,286 (3,915,888) 88,166,161<br />

Deposits from other credit institutions 6,824,389 5,612,165 3,940,872 16,377,426 2,529,986 1,3<strong>09</strong>,587 (10,784,517) 9,432,482<br />

Deposits from customers 18,190,557 4,830,695 10,181,547 33,202,799 10 1,602,737 4,441,065 39,246,611<br />

Debt securities issued 11,069,610 11,621,774 642,434 23,333,818 2,761,622 648,604 54,446 26,798,490<br />

Other liabilities 1,319,595 1,079,860 919,906 3,319,361 3,283,935 141,246 1,044,781 7,789,323<br />

Total Liabilities 37,404,151 23,144,494 15,684,759 76,233,404 8,575,553 3,702,174 (5,244,225) 83,266,906<br />

Equity and minority interests 1,238,313 1,366,992 540,777 3,146,082 285,724 139,112 1,328,337 4,899,255<br />

Total Liabilities, Equity<br />

and minority interests 38,642,464 24,511,486 16,225,536 79,379,486 8,861,277 3,841,286 (3,915,888) 88,166,161


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 125<br />

At 31 December 2008, the net contribution of the major geografic segments is analysed as follows:<br />

Euros ’000<br />

Portugal<br />

Private<br />

Corporate<br />

Banking<br />

Retail and Investment and Asset<br />

Banking Companies Banking Management Other Total Poland Greece Other Consolidated<br />

Income statement<br />

Interest income 2,287,736 1,413,997 134,923 207,132 (93,757) 3,950,031 710,529 378,876 230,161 5,269,597<br />

Interest expense (1,380,999) (1,086,511) (126,478) (149,784) 19,183 (2,724,589) (446,325) (258,570) (119,065) (3,548,549)<br />

Net interest income 906,737 327,486 8,445 57,348 (74,574) 1,225,442 264,204 120,306 111,<strong>09</strong>6 1,721,048<br />

Commissions and other income 433,139 154,578 52,927 81,485 99,707 821,836 178,207 50,725 67,626 1,118,394<br />

Commissions and other costs (24,296) (7,254) 43,311 (31,011) (166,440) (185,690) (36,767) (16,838) (26,896) (266,191)<br />

Net commissions and<br />

other income 408,843 147,324 96,238 50,474 (66,733) 636,146 141,440 33,887 40,730 852,203<br />

Net gains arising from trading activity (31) - 10,789 (5,956) (134,308) (129,506) 99,380 7,936 40,289 18,<strong>09</strong>9<br />

Staff costs and administrative costs 747,829 105,899 44,380 57,185 25,946 981,239 315,265 117,192 144,252 1,557,948<br />

Depreciations 1,456 185 190 325 64,857 67,013 20,089 9,089 16,652 112,843<br />

Operating costs 749,285 106,084 44,570 57,510 90,803 1,048,252 335,354 126,281 160,904 1,670,791<br />

Impairment and provisions (204,<strong>09</strong>2) (164,671) 859 (52,366) (90,975) (511,245) (39,155) (16,744) (22,079) (589,223)<br />

Share of profit of associates under<br />

the equity method - - (2,356) - 21,436 19,080 - - - 19,080<br />

Net gain from the sale of<br />

other assets - - (4) - (18,434) (18,438) 2,727 7,304 - (8,407)<br />

Profit before income tax 362,172 204,055 69,401 (8,010) (454,391) 173,227 133,242 26,408 9,132 342,0<strong>09</strong><br />

Income tax (96,233) (54,075) (20,954) 7,463 120,295 (43,504) (27,939) (8,205) (4,350) (83,998)<br />

Minority interests - - - - (4,298) (4,298) (36,319) - (16,212) (56,829)<br />

Profit after income tax 265,939 149,980 48,447 (547) (338,394) 125,425 68,984 18,203 (11,430) 201,182<br />

Balance sheet<br />

Cash and Loans and advances<br />

to credit institutions 5,157,114 5,735,714 3,618,067 484,471 (11,564,257) 3,431,1<strong>09</strong> 814,395 1,182,570 577,026 6,005,100<br />

Loans and advances to customers 34,819,394 22,875,892 1,166,017 3,426,477 (1,833,377) 60,454,403 8,125,242 4,793,701 1,791,668 75,165,014<br />

Financial assets 1,404 - 2,<strong>09</strong>8,165 24,497 1,913,743 4,037,8<strong>09</strong> 2,214,766 54,336 412,378 6,719,289<br />

Other assets 743,733 83,050 231,111 35,348 4,959,953 6,053,195 162,080 160,125 158,921 6,534,321<br />

Total Assets 40,721,645 28,694,656 7,113,360 3,970,793 (6,523,938) 73,976,516 11,316,483 6,190,732 2,939,993 94,423,724<br />

Deposits from other credit<br />

institutions 8,217,757 8,558,035 3,985,897 1,050,365 (15,758,434) 6,053,620 1,254,189 1,501,154 530,404 9,339,367<br />

Deposits from customers 18,503,<strong>09</strong>1 5,745,855 10 2,145,075 5,553,365 31,947,396 7,712,772 3,234,430 2,012,570 44,907,168<br />

Debt securities issued 8,333,626 8,572,001 2,152,731 368,760 25 19,427,143 223,275 865,148 - 20,515,566<br />

Other financial liabilities held for<br />

trading at fair value through<br />

profit or loss 3,319,287 3,414,233 607,833 156,308 223,680 7,721,341 1,059,227 54,3<strong>09</strong> 18,261 8,853,138<br />

Other liabilities 975,974 893,428 217,104 96,728 1,266,594 3,449,828 626,280 277,012 207,131 4,560,251<br />

Total Liabilities 39,349,735 27,183,552 6,963,575 3,817,236 (8,714,770) 68,599,328 10,875,743 5,932,053 2,768,366 88,175,490<br />

Equity and minority interests 1,371,910 1,511,104 149,785 153,557 2,190,832 5,377,188 440,740 258,679 171,627 6,248,234<br />

Total Liabilities, Equity<br />

and minority interests 40,721,645 28,694,656 7,113,360 3,970,793 (6,523,938) 73,976,516 11,316,483 6,190,732 2,939,993 94,423,724


126 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

At 31 December 2007, the net contribution of the major geografic segments is analysed as follows:<br />

Euros ’000<br />

Portugal<br />

Private<br />

Corporate<br />

Banking<br />

Retail and Investment and Asset<br />

Banking Companies Banking Management Other Total Poland Greece Other Consolidated<br />

Income statement<br />

Interest income 2,019,870 1,213,987 162,830 165,745 (131,431) 3,431,001 425,225 270,742 205,219 4,332,187<br />

Interest expense (1,008,527) (851,923) (149,931) (117,3<strong>09</strong>) (164,798) (2,292,488) (241,<strong>09</strong>8) (160,413) (100,885) (2,794,884)<br />

Net interest income 1,011,343 362,064 12,899 48,436 (296,229) 1,138,513 184,127 110,329 104,334 1,537,303<br />

Commissions and other income 446,623 161,774 59,410 123,525 82,806 874,138 189,766 48,498 62,046 1,174,448<br />

Commissions and other costs (26,514) (14,949) (1,780) (51,225) (197,000) (291,468) (31,361) (15,365) (25,232) (363,426)<br />

Net commissions<br />

and other income 420,1<strong>09</strong> 146,825 57,630 72,300 (114,194) 582,670 158,405 33,133 36,814 811,022<br />

Net gains arising from trading activity (59) - 64,373 226 (78,996) (14,456) 87,399 7,478 21,706 102,127<br />

Staff costs and administrative costs 744,954 115,785 54,729 58,898 178,083 1,152,449 254,459 104,732 122,039 1,633,679<br />

Depreciations 1,556 204 207 460 66,970 69,397 22,995 7,752 14,752 114,896<br />

Operating costs 746,510 115,989 54,936 59,358 245,053 1,221,846 277,454 112,484 136,791 1,748,575<br />

Impairment and provisions (108,886) (29,714) (634) (6,859) (167,836) (313,929) (17,744) (14,963) (8,462) (355,<strong>09</strong>8)<br />

Share of profit of associates under<br />

the equity method - - (560) - 51,775 51,215 - - - 51,215<br />

Net gain from the sale of other assets - - - - 290,222 290,222 - - - 290,222<br />

Profit before income tax 575,997 363,186 78,772 54,745 (560,311) 512,389 134,733 23,493 17,601 688,216<br />

Income tax (152,632) (96,245) (13,920) (10,554) 238,321 (35,030) (28,738) (6,048) 246 (69,570)<br />

Minority interests - - - - (5,838) (5,838) (36,557) - (12,964) (55,359)<br />

Profit after income tax 423,365 266,941 64,852 44,191 (327,828) 471,521 69,438 17,445 4,883 563,287<br />

Balance sheet<br />

Cash and Loans and advances<br />

to credit institutions 3,845,003 2,926,774 5,770,849 564,344 (6,2<strong>09</strong>,847) 6,897,123 643,676 1,205,277 514,900 9,260,976<br />

Loans and advances to customers 33,674,1<strong>09</strong> 18,912,627 920,977 3,235,308 (2,539,461) 54,203,560 6,128,922 3,966,430 1,351,537 65,650,449<br />

Financial assets 21,887 2,572,513 503,253 1,576 679,588 3,778,817 528,640 13,358 97,719 4,418,534<br />

Other assets 1,101,465 99,572 1,666,198 40,058 4,153,832 7,061,125 1,142,828 160,550 471,699 8,836,202<br />

Total Assets 38,642,464 24,511,486 8,861,277 3,841,286 (3,915,888) 71,940,625 8,444,066 5,345,615 2,435,855 88,166,161<br />

Deposits from other credit institutions 6,824,389 5,612,165 2,529,986 1,3<strong>09</strong>,587 (10,784,517) 5,491,610 1,632,362 1,949,837 358,673 9,432,482<br />

Deposits from customers 18,190,557 4,830,695 10 1,602,737 4,441,065 29,065,064 5,792,838 2,568,618 1,820,<strong>09</strong>1 39,246,611<br />

Debt securities issued 11,069,610 11,621,774 2,761,622 648,604 54,446 26,156,056 236,949 405,485 - 26,798,490<br />

Other liabilities 1,319,595 1,079,860 3,283,935 141,246 1,044,781 6,869,417 495,372 238,668 185,866 7,789,323<br />

Total Liabilities 37,404,151 23,144,494 8,575,553 3,702,174 (5,244,225) 67,582,147 8,157,521 5,162,608 2,364,630 83,266,906<br />

Equity and minority interests 1,238,313 1,366,992 285,724 139,112 1,328,337 4,358,478 286,545 183,007 71,225 4,899,255<br />

Total Liabilities, Equity<br />

and minority interests 38,642,464 24,511,486 8,861,277 3,841,286 (3,915,888) 71,940,625 8,444,066 5,345,615 2,435,855 88,166,161


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 127<br />

51. Risk Management<br />

The Group is subject to several risks during the course of its business. The risks from different companies of the Group are managed centrally co-ordinating with the<br />

local departments and considering the specific risks of each business.<br />

The Group's risk-management policy is designed to ensure adequate relationship at all times between its own funds and the business it carries on, and also to<br />

evaluate the risk/return profile by business line.<br />

In this connection, monitoring and control of the main types of financial risk – credit, market, liquidity and operational – to which the Group's business is subject are<br />

of particular importance.<br />

Main Types of Risk<br />

Credit – Credit risk is associated with the degree of uncertainty of the expected returns as a result of the inability either of the borrower (and the guarantor, if any)<br />

or of the issuer of a security or of the counterparty to an agreement to fulfile their obligations.<br />

Market – Market risk reflects the potential loss inherent in a given portfolio as a result of changes in rates (interest and exchange) and/or in the prices of the various<br />

financial instruments that make up the portfolio, considering both the correlations that exist between them and the respective volatility.<br />

Liquidity – Liquidity risk reflects the Group's inability to meet its obligations at maturity without incurring in significant losses resulting from the deterioration of the<br />

funding conditions (funding risk) and/or from the sale of its assets below market value (market liquidity risk).<br />

Operational – Operational risk is understood to be the potential loss resulting from failures or inadequacies in internal procedures, persons or systems, and also the<br />

potential losses resulting from external events.<br />

Internal Organisation<br />

The Banco Comercial Português Executive Board of Directors is responsible for the definition of the risk policy, including approval at the very highest level of the<br />

principles and rules to be followed in risk management, as well as the guidelines dictating the allocation of economic capital to the business lines.<br />

The General and Supervisory Board, through the Audit and Risk Committee, ensures the existence of adequate risk control and of risk-management systems at the<br />

level both of the Group and of each entity. At the proposal of the Banco Comercial Português Executive Board of Directors, the General and Supervisory Board is<br />

also charged with approving the risk-tolerance level acceptable to the Group.<br />

The Risk Committee is responsible for monitoring the overall levels of risk incurred, ensuring that they are compatible with the objectives and strategies approved<br />

for the business. This Committee has four sub-committees, the Credit Risk, the Market and Liquidity risks, the Operational Risk and the Pension Fund Monitoring Sub -<br />

-Committees.<br />

Group Risk Office is responsible for the control of risks in all the Group entities, in order to ensure that the risks are monitored on an overall basis and that there is<br />

alignment of concepts, practices and objectives. It must also keep the Risk Committee informed of the Group’s level of risk, proposing measures to improve control<br />

and implementing the approved limits.<br />

The activity of every entity included within the Banco Comercial Português consolidation perimeter is governed by the principles and decisions established centrally<br />

at Risk Sub-Committee level, and they are provided with Risk Office structures whose dimension is in accordance with the risks inherent in their particular business.<br />

A Risk Control Committee has been set up at each subsidiary, responsible for the control of risks at local level, in which the Group Risk Office takes part.<br />

Risk Evaluation and Management Model<br />

For purposes of profitability analysis and quantification and control of risks, each entity is divided into the following management areas:<br />

– Trading: involves those positions whose objective is to obtain short-term gains through sale or revaluation. These positions are actively managed, are tradable without<br />

restriction and may be valued frequently and precisely, including the securities, the derivatives and the sales activities;<br />

– Financing: involves the Bank’s institutional financing and money market activity of the Group;<br />

– Investment: includes those positions in securities to be held during a longer period of time or those that are not tradable on liquid markets;<br />

– Commercial: commercial activity with customers;<br />

– Structural: deals with balance sheet elements or operations that, because of their nature, are not directly related with any of the other areas;<br />

– ALM: is the function of managing assets and liabilities.<br />

The definition of the management areas allows effective separation of the management of the trading and banking portfolios.<br />

Risk assessment<br />

Credit Risk<br />

Credit granting is based on prior classification of the customers’ risk and on thorough assessment of the level of protection provided by the underlying collateral. In<br />

order to do so, a single risk-notation system has been introduced, the Rating Master Scale. It is based on the expected probability of default, allowing greater<br />

discrimination in the assessment of the customers and better establishment of the hierarchies of the associated risk. The Rating Master Scale also identifies those<br />

customers showing worsening credit capacity and, in particular, those classified as being in default in keeping with the new Basel II Accord.<br />

All the rating and scoring models used by the Group are being duly calibrated for the Rating Master Scale.<br />

The protection-level concept has been introduced as a crucial element of evaluation of the effectiveness of the collateral in credit-risk mitigation, leading to more<br />

active collateralisation of loans and more adequate pricing of the risk incurred.<br />

The Group adopts a continuous monitoring policy towards its decision processes, promoting changes and improvements in those processes whenever it considers<br />

necessary, in order to ensure a greater consistency and efficiency in decision taking.


128 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

To quantify the credit risk at the level of the various portfolios, the Group has developed a model based on an actuarial approach, which provides the probability<br />

distribution of total loss. In addition to the Probability of Default (PD) and of the Amount of the Loss Given Default (LGD) as the central points, consideration is also<br />

given to the uncertainty associated with the development of these parameters, through the introduction of the respective volatility. The effects of diversification<br />

and/or concentration between the sectors of the loan portfolios are quantified by introducing the respective correlations.<br />

The following map presents information related to the Group’s exposition to the credit risk:<br />

2008 2007<br />

Euros ’000<br />

Loans and advances to credit institutions<br />

Repayable on demand 1,048,348 820,699<br />

Other loans and advances 2,542,326 5,081,882<br />

Loans and advances to customers 75,165,014 65,650,449<br />

Financial assets held for trading and available for sale 4,761,658 6,166,926<br />

Assets with repurchase agreement 14,754 8,016<br />

Hedging derivatives 117,305 131,069<br />

Financial assets held to maturity 1,101,844 -<br />

Investments in associated companies 343,934 316,399<br />

Non current assets held for sale 19,558 24,180<br />

Other assets 1,137,285 1,167,274<br />

Guarantees granted 8,613,752 8,036,989<br />

Irrevocable commitments 4,302,476 5,782,522<br />

Credit default swaps (notional) 90,000 165,500<br />

99,258,254 93,351,905<br />

Market Risks<br />

The main measure used by the Group in evaluating the market risk is the VaR (Value at Risk). The VaR is calculated on the basis of the analysis approximation defined<br />

in the methodology developed by the RiskMetrics. It is calculated considering a 10-working day time horizon and an unilateral statistical confidence interval of 99%.<br />

In calculating the volatility associated with each risk vector, the model assumes a greater weighting for the market conditions seen in the more recent days, thus ensuring<br />

more accurate adjustment to market conditions.<br />

A specific risk evaluation model is also applied to securities and associated derivatives for which the performance is related to its value. With the necessary adjustments,<br />

this model follows regulatory standard methodology. Capital at risk values are determined both on an individual basis for each one of the position portfolios of those<br />

areas having responsibilities in risk taking and management and also in consolidated terms, taking into account the effects of diversification between the various<br />

portfolios.<br />

To ensure that the VaR model adopted is appropriate to the evaluation of the risks involved in the positions that have been assumed, a backtesting process has been<br />

instituted. This is carried out on a daily basis and it confronts the VaR indicators with the actual results.<br />

Two other complementary measures are used: a measure for the non-linear risk, at a confidence level of 99% and a standard measure for the commodities risk.<br />

The following table shows these major indicators for 2008 for the trading book:<br />

Euros ’000<br />

2008.12.31 Average Maximum Minimum 2008.01.01<br />

Generic Risk ( VaR ) 9,162 9,<strong>09</strong>4 47,743 1,600 3,734<br />

Interest Rate Risk 5,460 4,164 5,313 1,392 2,829<br />

FX Risk 7,132 6,147 49,408 247 732<br />

Equity Risk 500 1,035 1,014 770 1,225<br />

Diversification effects 3,930 2,250 7,993 8<strong>09</strong> 1,052<br />

Specific Risk 508 2,557 5,975 496 3,806<br />

Non Linear Risk 718 448 3,080 11 334<br />

Commodities Risk 3 6 70 0 25<br />

Global Risk 10,391 12,105 51,043 4,058 7,899<br />

Evaluation of the interest rate risk originated by the banking portfolio is performed via a risk sensitivity analysis process carried out every month for all operations<br />

included in the Group’s consolidated balance sheet.<br />

In this analysis consideration is given to the financial characteristics of the contracts available on the information systems. On the basis of these data the respective<br />

expected cash flows are projected in accordance with the repricing dates.<br />

Aggregation of the expected cash flows for each time interval for each of the currencies under analysis allows determination of the interest rate gaps per repricing<br />

period.<br />

The interest rate sensitivity of the balance in each currency is calculated through the difference between the present value of the interest rate mismatch after<br />

discounting the market interest rates and the discounted value of the same cash flows parallel shift of the market interest rates.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 129<br />

The following table shows the expected impact on the banking book economic value due to parallel shifts of the yield curve by +/- 100 and +/- 200 basis points, on<br />

each of the main currencies:<br />

Euros ’000<br />

2008<br />

Currency - 200 pb - 100 pb + 100 pb + 200 pb<br />

CHF (4,717) (2,350) 2,332 4,646<br />

EUR (91,243) (44,907) 41,735 78,644<br />

PLN (796) (424) 474 993<br />

USD 8,858 4,599 (4,983) (10,507)<br />

Total (87,898) (43,082) 39,558 73,776<br />

Euros ’000<br />

2007<br />

Currency - 200 pb - 100 pb + 100 pb + 200 pb<br />

CHF 3,642 1,763 (1,658) (3,218)<br />

EUR (174,004) (85,167) 81,573 159,666<br />

PLN 18,919 9,340 (9,111) (18,004)<br />

USD 17,<strong>09</strong>0 11,184 (7,326) (10,934)<br />

Total (134,353) (62,880) 63,478 127,510<br />

Each month the Group undertakes hedging operations on the market aiming to reduce the interest rate mismatch of the risk positions associated with the portfolio of<br />

transactions of the commercial and structural areas.<br />

Liquidity risk<br />

Evaluation of the Group’s liquidity risk is carried out using indicators defined by the Supervisory Authorities on a regular basis and other internal metrics for which exposure<br />

limits are also defined.<br />

The evolution of the Group’s liquidity situation for short-term time horizons (up to 3 months) is reviewed daily on the basis of two indicators defined in-house, immediate<br />

liquidity and quarterly liquidity. These measure the maximum fund-taking requirements that could arise on a single day, considering the cash-flow projections for periods of 3<br />

days and of 3 months, respectively.<br />

Calculation of these indicators involves adding to the liquidity position of the day under analysis the estimated future cash flows for each day of the respective time horizon<br />

(3 days or 3 months) for the transactions as a whole brokered by the markets areas, including the transactions with customers of the Corporate and Private networks that, for<br />

their dimension, have to be quoted by the Trading Room. To the value calculated the amount of assets in the Bank’s securities portfolio considered highly liquid is added, leading<br />

to determination of the liquidity gap accumulated for each day of the period under review.<br />

In parallel, the evolution of the Group’s liquidity position is calculated on a regular basis identifying all the factors that justify the variations that occur. This analysis is submitted to<br />

the Capital and Assets and Liabilities Committee (CALCO) for appraisal, in order to enable the decision making that leads to the maintenance of financing conditions adequate<br />

to the continuation of the business. In adition, the Risks Commission is responsible for controlling the liquidity risk. This control is reinforced with the monthly execution of<br />

stress tests, to characterize the Bank's risk profile and to ensure that the Group and each of its subsidiaries, fulfil its obligations in the event of a liquidity crisis. These tests are<br />

also used to support the liquidity contingency plan and management decisions.<br />

Operational Risk<br />

The approach to operational risk management is based on the business and support end-to-end processes. Process management is the responsibility of the Process Owners,<br />

who are the first parties responsible for evaluation of the risks and for strengthening the performance within the scope of their processes. The Process Owners are respon sible<br />

for keeping up to date all the relevant documentation concerning the processes, for ensuring the real adequacy of all the existing controls through direct supervision or by<br />

delegation on the departments responsible for the controls in question, for co-ordinating and taking part in the risk self-assessment exercises, and for detecting and implementing<br />

improvement opportunities, including mitigating measures for the more significant exposures.<br />

In the operational risk model implemented in the Group, there is a systematic process of gathering information on operational losses, that defines on a systematic form, the<br />

causes and the efects associated to an eventual detected loss. From the analises of the historical information and its relationships, processes involving greater risk are identified<br />

and mitigated measures are launched to reduce the critical exposures.


130 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

52. Solvency<br />

Consolidated own funds of Banco Comercial Português are determined according to the applicable regulatory rules, namely the Regulation 12/92 from the Bank of<br />

Portugal. The own funds result from the adding the core own funds (Tier 1) with the complementary own funds (Tier 2) and subtracting the component of De ductions.<br />

The Tier 1 include the paid-up capital and the share premium, the reserves and the retained earnings, the minority interests and the deferred impacts related to the<br />

transition adjustments to the International Financial Reporting Standards. The preference shares are also included within the Tier 1, after the Bank of Portugal's approval<br />

and as long as they do not exceed the limit defined by that entity versus the total amount of Tier 1, determined before the deduction related to the qualified in vestments.<br />

Furthermore, the following are negative components of Tier 1: own shares, goodwill and other intangible assets, deferred costs related with actuarial variations in excess<br />

of the corridor and the deduction related to the qualified investments. This deduction refers to the investments owned in financial institutions, on one hand, and in<br />

insurance companies, on the other, above 10% and 20% of their share capital, respectively, as long as they are not fully consolidated. This deduction, which is done in<br />

equal parts to Tier 1 and Tier 2, is also applied to the part of the aggregate amount of investments on financial institutions, representing up to 10% of their share capital,<br />

that exceed the respective regulatory limit.<br />

Tier 1 can also be influenced by the existence of revaluation differences on other assets, on cash-flow hedge transactions or on financial liabilities at fair value through<br />

profits and losses, to the extent related to own credit risk, by the existence of a fund for general banking risks or by a provisioning shortage, if credit impairment,<br />

determined in accordance with the International Financial Reporting Standards, stands below the amount of credit provisions defined by Regulation 3/95 from the Bank<br />

of Portugal, on an unconsolidated basis.<br />

In 2008, the Bank of Portugal introduced some changes to the own funds calculation. Thus, through the new Regulation 6/2008, similarly to credit and other receivables,<br />

potential gains and losses arising from available for sale debt securities were excluded from the own funds, to the portion exceeding the impact of related hedging<br />

transactions, maintaining, however, the obligation of deducting to Tier 1 the positive revaluation reserves representing non realized gains on available for sale equity ins -<br />

truments (net of taxes), in excess to the potential related impaired amounts.<br />

Simultaneously, through Regulation 7/2008, the Bank of Portugal extended, for three additional years, the amortization plan of the transition adjustments to the<br />

International Financial Reporting Standards that were not fully recognized in the own funds of June 30, 2008, concerning post-retirement health benefits and liabilities<br />

of the pension fund. On the other hand, the Bank of Portugal published Regulation 11/2008, which allowed the enlargement of the pension fund corridor up to the<br />

amount of the actuarial losses of 2008, excluding the expected return of the fund's assets in 2008, to be amortized steadily through the next four years.<br />

Finally, the Bank of Portugal increased the limit of preference shares within the Tier 1, from 20% to 35%, as long as it corresponds perpetual instruments, with no incen -<br />

tives to redeem, and suspended the 10% limit applied to the amount of deferred tax assets that could be included in the Tier 1.<br />

The complementary own funds include the subordinated debt and 45% of the unrealized gains in available for sale equity securities and other assets, as well as the<br />

amounts related to preference shares and provisions for general credit risks from the Regulation 3/95 that have been deducted to the Tier 1. These components are<br />

part of the Upper Tier 2, except the subordinated debt, that is split between Upper Tier 2 (perpetual debt) and Lower Tier 2 (the remaining).<br />

Subordinated debt can only be included in the own funds with the agreement of the Bank of Portugal and as long as their total amount stay within the following limits:<br />

a) the Tier 2 cannot surpass the amount of the Tier 1; and b) the Lower Tier 2 cannot surpass 50% of the Tier 1. Additionally, non-perpetual subordinated loans should<br />

be amortized at a 20% yearly rate, along their last five years to maturity. The Tier 2 is also subject to the deduction of 50% of investments owned in financial insti tutions<br />

and insurance companies, as already mentioned. If the amount of Tier 2 is not enough to accommodate this deduction, the excess should be subtracted to the Tier 1.<br />

In order to conclude the calculation of the consolidated regulatory capital, there are still some deductions to the own funds that need to be performed, namely the<br />

amount of real-estate assets resulting from recovered loans that have remained in the Bank’s accounts for a certain period, the impairment concerning unrecognized<br />

assets from securitization transactions that have not reached the regulatory definition of effective risk transfer, to the extent of the amounts not recognized in the Bank's<br />

accounts, and the potential excess of exposure to the High Risks limits.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 131<br />

Capital requirements have been determined in accordance with the Basel II framework since the beginning of 2008. In this scope, the Bank timely filed with the Bank<br />

of Portugal a formal request, which is currently under analysis, regarding the use of the internal ratings based approach for credit risk and the internal models approach<br />

for market risk, as well as the standard approach for calculating operational risk requirements. As of the end of December 2008, capital requirements for credit risk<br />

were determined taking into account the risks recorded both on balance and off-balance sheet, weighted based on the type of counterparties, the maturity of<br />

transactions and the existing collaterals, as defined by the Regulation 5/2007 for the standard approach. The requirements for securitized assets were determined in<br />

accordance with the Regulation 7/2007. In the scope of Basel II framework, capital requirements for operational risk were also calculated, following the basic-indicator<br />

approach described in the Regulation 9/2007 from the Bank of Portugal. Additionally, specific requirements for the trading portfolio were also calculated, according to<br />

the Regulation 8/2007.<br />

2008 2007<br />

Euros ’000<br />

Core own funds<br />

Paid-up capital and share premium 4,877,968 4,493,037<br />

Reserves and retained earnings (63,284) (1,193,741)<br />

Minority interests 283,475 277,648<br />

Preference shares 954,617 688,037<br />

Intangible assets (540,157) (536,303)<br />

Net impact of accruals and deferrals (659,286) (281,118)<br />

Other regulatory adjustments (73,676) (85,<strong>09</strong>9)<br />

4,779,657 3,362,461<br />

Complementary own funds<br />

Upper Tier 2 675,725 914,319<br />

Lower Tier 2 1,682,112 1,642,370<br />

2,357,837 2,556,689<br />

Deductions to total own funds (80,345) (22,387)<br />

Total own funds 7,057,149 5,896,763<br />

Own fund requirements<br />

Requirements from Regulation 1/93 - 4,895,316<br />

Requirements from Regulation 5/2007 4,947,614 -<br />

Trading portfolio 34,918 39,676<br />

Operacional risk 411,522 -<br />

5,394,054 4,934,992<br />

Capital ratios<br />

Tier 1 7.1% 5.5%<br />

Tier 2 (*) 3.4% 4.1%<br />

Solvency ratio 10.5% 9.6%<br />

(*) Includes deductions to total own funds


132 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

53. Accounting standards recently issued<br />

The new standards and interpretation that have been issued, but that are not yet effective and that the Group has not yet applied on its Financial Statements, can be<br />

analyzed as follows:<br />

IAS 1 (amendment) – Presentation of Financial Statements<br />

The International Accounting Standards Board (IASB) has issued in September 2007, IAS 1 (amendment) Presentation of Financial Statements, which is applicable<br />

from 1 January, 20<strong>09</strong>, although allowing for an early adoption.<br />

Changes regarding the current text of IAS 1:<br />

– The presentation of the financial position statement (balance sheet) is required for current and comparative periods. According with changed IAS 1, the financial<br />

position statement should also be presented for the beginning of the comparative period whenever an entity restates the comparatives following a change in an<br />

accounting policy, a correction of an error or the reclassification of an item in the financial statements. In theses cases, three statements of the financial position will<br />

be presented, comparatively to the other two required statements.<br />

– Following the changes required by this standard, the users of the financial statements will be able to distinguish, in an easier way, the variations in the equity of the<br />

Group on transactions with shareholders, as shareholders (ex. dividends, transactions with own shares) and transactions with third parties, that are summarized in<br />

the comprehensive income statement.<br />

Given the nature of these changes the impact will be exclusively regarding presentation. However as at 31 December 2008, the Group is still evaluating the impact<br />

of these changes.<br />

IAS 23 (amendment) – Borrowing costs<br />

The International Accounting Standards Board (IASB) has issued in March, 2007 an amendment to IAS 23 Borrowing costs, which is applicable from 1 January, 20<strong>09</strong>,<br />

although allowing for an early adoption.<br />

This standard requires the capitalization of borrowing costs that are directly related to the acquisition, production or construction of a qualifying asset, as part of the<br />

cost of that asset. As a result, the option to recognize such borrowing costs as an expense in the period which they arise was eliminated.<br />

IAS 32 (amendment) - Financial Instruments: Presentation - Puttable Financial Instruments and obligations arising from liquidation<br />

The International Accounting Standards Board (IASB) has issued in February, 2008 an amendment to IAS 32 Financial Instruments - Presentation - Puttable Financial<br />

Instruments and obligations arising from liquidation, which is applicable from 1 January, 20<strong>09</strong>.<br />

According with the current requirements of IAS 32, if an issuer can be required to make a payment in money or in other financial asset in exchange for the redemption<br />

or repurchase of the financial instrument, the instrument is classified as a financial liability. As a result of this review, some financial instruments that currently comply<br />

with the definition of a financial liability will be classified as an equity instrument if (i) they represent a residual interest in the net assets of the entity are included in<br />

a class of instruments subordinated to any other class of instruments issued by the Bank; and (iii) is all instruments in the class have the same terms and conditions.<br />

A change in IAS 1 Presentation of Financial Statements was also performed to add a new presentation requirement for puttable financial instruments and obligations<br />

arising from liquidation.<br />

The Group does not expect any material impact from the adoption of this amendment.<br />

IAS 39 (amendment) - Financial Instruments: Recognition and measurement – Eligible hedged items<br />

The International Accounting Standards Board (IASB) has issued an amendment to IAS 39 Financial Instruments: Recognition and measurement – Eligible hedged items,<br />

which is applicable from 1 July, 20<strong>09</strong>.<br />

This change clarifies the application of the existing principles that determine what risks or which cash-flows can be designated as a hedged item.<br />

The Group is evaluating the impact of adopting this amendment.<br />

IFRS 1 (amendment) - First time adoption of the International Financial Reporting Standards and IAS 27 - Consolidated and Separate Financial Statements<br />

The changes to the IFRS 1 - First time adoption of the International Financial Reporting Standards and IAS 27 - Consolidated and Separated Financial Statements are<br />

effective from 1 January 20<strong>09</strong>.<br />

These changes allowed entities adopting IFRS for the first time in the preparation of the individual accounts, to use as deemed cost of the investments in subsidiaries,<br />

joint-ventures and associated companies, the respective fair value at the transition date to the IFRS or the carrying amount determined based on the previous<br />

accounting framework.<br />

The Group does not expect any material impact from the adoption of this amendment.<br />

IFRS 2 (amendment) - Share-based payment: Acquisition conditions<br />

The International Accounting Standards Board (IASB) has issued in January, 2008 an amendment to IFRS 2 (amendment) - Share-based payment: Acquisition conditions,<br />

which is applicable from 1 January, 20<strong>09</strong>, although allowing for an early adoption.<br />

This change to IFRS 2 allowed clarifying that: (i) the acquisition conditions of the inherent rights for a share-based payment plan are limited to service or perfor mance<br />

conditions and that (ii) any cancellation of these programmes, by the entity itself or by third parties, has the same accounting treatment.<br />

As for 31 December 2008, the Group does not have any share-based payment plan and therefore the issue of this amendment does not have any impact in the<br />

financial statements of the Group.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 133<br />

IFRS 3 (amendment) - Business Combinations and IAS 27 (amendment) Consolidated and Separate Financial Statements<br />

The International Accounting Standards Board (IASB) has issued in January, 2008 an amendment to IFRS 3 (amendment) - Business Combinations, which is applicable<br />

for years starting after 1 July, 20<strong>09</strong>, although allowing for an early adoption.<br />

The main impacts of the changes to these standards are: (i) the treatment of partial acquisitions where the non-controlling interests (previously defined as minority<br />

interests) will be measured at fair value (which implies also the recognition of goodwill attributable to non-controlling interests) or as an alternative allows for the<br />

attri butable to non controlling interest of the fair value of the net assets acquired (as currently required) to be measured at fair value; (ii) the step acquisition that<br />

require, at the time when the goodwill is determined, the revaluation against profit and loss, of the fair value of any non-controlling interest held previously to the<br />

acqui sition; (iii) the costs directly related with the acquisition of a subsidiary will be accounted in profit and loss; (iv) the changes in the estimates of the contingent<br />

prices are accounted in profit and loss and do not affect goodwill; (v) the changes in percentages of subsidiaries held that do not result in a loss in control are<br />

accounted as equity changes.<br />

Additionally, following the changes to IAS 27, the accumulated losses in a subsidiary will be attributed to the non-controlling interests (recognition of negative non -<br />

-controlling interests) and when a subsidiary is sold with a subsequent loss of control, the remaining non-controlling interests are measured at the fair value determined<br />

at the date of the transaction.<br />

The Group does not expect any material impact from the adoption of this amendment.<br />

IFRS 8 – Operational segments<br />

The International Accounting Standards Board (IASB) has issued on 30 November 2006 the IFRS 8 Operational segments, which was endorsed by the European<br />

Commission on 21 November, 2007. This standard is applicable to periods from or on 1 January, 20<strong>09</strong>.<br />

IFRS 8 sets out the requirements for disclosures of information about an entity’s operational segments and also about services and products, geographical areas where<br />

the entity operates and its major clients. This standard specifies how an entity should disclose its information in the annual financial statements and, as a consequential<br />

amendment to IAS 34 Interim Financial Reporting, regarding the information to be disclosed in the interim financial reporting. Each entity should also provide a<br />

description of the segmental information disclosed namely profit or loss and of assets, as well as a brief description of how the segmental information is produced.<br />

Considering the nature of this change (disclosure) the impact will be limited to the presentation of the financial statements. As at 31 December 2008, the Group is<br />

evaluating the impact of adopting this standard.<br />

IFRIC 12 – Service Concession Arrangements<br />

The International Financial Reporting Interpretations Committee (IFRIC) has issued in July, 2007 IFRIC 12 – Service Concession Arrangements, which is applicable<br />

from 1 January, 2008, although allowing for an early adoption. The endorsement by the European Union was not yet approved. however, it is expected for the first<br />

quarter of 20<strong>09</strong>. The IFRIC 12 applies to public-to-private service concession arrangements. This interpretation will be applicable only when (i) the grantor controls<br />

or regulates what services the operator must provide and (ii) the grantor controls any significant residual interest in the infrastructure at the end of the term of the<br />

arrangement.<br />

Considering the nature of the contracts considered, the Group does not expect any impact from the adoption of this interpretation.<br />

IFRIC 13 – Customer Loyalty Programmes<br />

The IFRIC 13 Customer Loyalty Programmes was issued on July, 2007 and will be effective from 1 July, 2008, although allowing for an early adoption.<br />

This interpretation addresses how companies grant their customers loyalty award credits (often called ‘points’) when buying goods or services, allowing them to<br />

exchange these credits, in the future, by free goods or services or with a discount. Considering the available information, it is still not possible to reliably determine<br />

the impact of this interpretation and therefore no estimate is presented. However the Group is evaluating the impact of adopting this standard.<br />

IFRIC15 - Agreements for the Construction of Real Estate<br />

The IFRIC15 - Agreements for the Construction of Real Estate will be effective from 1 January, 20<strong>09</strong>.<br />

This interpretation includes guidance that allows determining if a contract for the construction of real estate is within the scope of IAS 18 Revenue or IAS 11 Cons -<br />

truction Contracts. Is expected that IAS 18 will be applied to a larger number of transactions.<br />

The Group does not expect this interpretation to have a material impact on its financial statements.<br />

IFRIC 16 – Hedges of a Net Investment in a Foreign Operation<br />

The International Financial Reporting Interpretations Committee (IFRIC), issued in July, 2008, IFRIC 16 – Hedges of a Net Investment in a Foreign Operation, with<br />

mandatory application date for years started after 1 October, 2008, although allowing for an early adoption.<br />

This interpretation intends to clarify that:<br />

• The hedge of a net investment in a foreign operation can only be applied to exchange differences resulting from the foreign subsidiaries' financial statements<br />

conversion from its functional currency to the parent company's functional currency and only for an amount equal or smaller to the subsidiary's net assets;<br />

• The hedge instrument can be contracted by any of the Group's entities, except by the entity that is being hedged; and<br />

• At the moment of the hedged subsidiary's sale, the accumulated gain or loss related to the effective hedge component is reclassified to profit and loss.<br />

This interpretation allows an entity that uses the step by step consolidation method to choose an accounting policy that allows determining the accumulated foreign<br />

exchange conversion adjustment that is reclassified to profit and loss when the subsidiary is sold, as it would do if applying the direct consolidation method. This inter -<br />

pretation has a prospective application.<br />

The Group is evaluating the impact of this interpretation's adoption in its financial statements.


134 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

IFRIC 17 – Distributions of Non-cash Assets to Owners<br />

The International Financial Reporting Interpretations Committee (IFRIC) issued in November, 2008, IFRIC 17 – Distributions of Non-cash Assets to Owners, with<br />

effective application date to years started after 1 July, 20<strong>09</strong>, early adopting being allowed.<br />

This interpretation intends to clarify the accounting treatment of non-cash assets distribution to owners. It establishes that non-cash assets distributions must be<br />

accounted at fair value and the difference to the distributed assets carrying amount recognized in profit and loss in the period of the distribution.<br />

The Group doesn't expect this interpretation to have a material impact in its financial statements.<br />

IFRIC 18 – Transfers of Assets from Customers<br />

The International Financial Reporting Interpretations Committee (IFRIC) issued in November, 2008, IFRIC 18 – Transfers of Assets from Customers, with effective<br />

application date to years started after 1 July, 20<strong>09</strong>, early adopting being allowed.<br />

This interpretation intends to clarify the accounting treatment of agreements through which an entity receives assets from customers for its own use and with the<br />

intent of establishing a future connection of the clients to a network or of granting continued access to the supply of services and goods to customers.<br />

The interpretation clarifies:<br />

• The conditions in which an asset is within the scope of this interpretation;<br />

• The assets recognition and initial measurement;<br />

• The identification of the identifiable services (one or more services in exchange for the transferred asset);<br />

• Revenue recognition;<br />

• Accounting of money transfers from customers.<br />

The Group doesn't expect this interpretation to have a material impact in its financial statements.<br />

Annual Improvement Project<br />

In May, 2008, the IASB published the Annual Improvement Project that implied changes to the standards in force. The effective date of the referred changes depends<br />

on the specific standard, although the majority will be mandatory for the Group in 20<strong>09</strong>.<br />

The main changes resulting from the Annual Improvement Project are as follows:<br />

• Changes to IFRS 5 – Non-current Assets Held for Sale and Discontinued Operations, effective for years starting after 1 July 20<strong>09</strong>. This change clarifies that all the<br />

assets and liabilities of a subsidiary must be classified as non-current assets held for sale in accordance with IFRS 5 if a plan for the partial sale of the subsidiary, that<br />

will imply losing the subsidiary's control, exists. This standard will be adopted prospectively by the Group.<br />

• Changes to IAS 1 Financial Statements presentation, which is applicable from 1 January 20<strong>09</strong>. The change clarifies that only some financial instruments classified as<br />

trading instruments are an example of current assets and liabilities. Until this change all trading instruments were classified as current assets and liabilities. The Group<br />

does not expect any material impact from the adoption of this change.<br />

• Changes to IAS 16 Property, Plant and Equipment, which is applicable from 1 January 20<strong>09</strong>. The change that occurred on this standard establishes classification rule<br />

(i) for the income originated by the sale of rented assets subsequently sold and (ii) for the income from these assets during the period between the date of termination<br />

of the rental agreement and the date of the sale agreement. The Group does not expect any material impact from the adoption of the changes referred above.<br />

• Changes to IAS 19 Employee Benefits, which is applicable from 1 January 20<strong>09</strong>. The changes allowed clarifying (i) the concept of negative costs associated to past<br />

services resulting from changes in the defined benefit plan, (ii) the interaction between the expected return from the assets and the costs of managing the plan, and<br />

(iii) the distinction between short and medium and long term benefits.<br />

The changes to IAS 19 will be adopted by the Group in 20<strong>09</strong>. However, the Group does not expect any material impact from the adoption of the changes referred<br />

above in its consolidated financial statements.<br />

• Changes to IAS 20 Accounting for Government Grants and Disclosure of Government Assistance, which is applicable from 1 January 20<strong>09</strong>. This change established<br />

that the benefit arising from obtaining a government loan at rates below market rates, should be measured as the difference between the fair value of the liability at<br />

granting date, determined according with IAS 39 Financial Instruments: Recognition and Measurement and the amount received. This benefit should be subsequently<br />

accounted according with IAS 20. The Group doesn't expect any significant impact from the adoption of this change.<br />

• Changes to IAS 23 Borrowing Costs, applicable from 1 January 20<strong>09</strong>. The concept of borrowing costs was changed to clarify that these costs should be determined<br />

according with the effective interest rate as defined in IAS 39 Financial Instruments: Recognition and Measurement, thus eliminating the inconsistency between IAS<br />

23 and IAS 39. The Group doesn't expect any significant impact from the adoption of this change.<br />

• Changes to IAS 27 Consolidated and Separate Financial Statements, applicable from 1 January 20<strong>09</strong>. The change to this standard determines that in the cases when<br />

an investment in a subsidiary is accounted at fair value in the individual accounts, according with IAS 39 Financial Instruments: Recognition and Measurement and qualifies<br />

for classification as a non-current asset held for sale according with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, the investment should<br />

continue to be measured as defined in IAS 39. This change will not have an impact on the financial statement of the Group considering that, in the individual accounts,<br />

the investments in subsidiaries are accounted at acquisition cost, according with IAS 27;<br />

• Change to IAS 28 Investments in Associates, applicable from 1 January 20<strong>09</strong>. The changes to IAS 28 Investments in Associates had the objective of clarifying (i) that<br />

an investment in an associate should be treated as a single asset for impairment testing purposes under the scope of IAS 36, (ii) that any impairment loss to be recog -<br />

nized shouldn't be allocated to specific assets namely to goodwill and (iii) that the impairment reversions are accounted as an adjustment to the carrying amount of<br />

the associate as long as and to the extent that the recoverable amount of the investment increases. The Group doesn't expect any significant impact from the<br />

adoption of this change.<br />

• Change to IAS 38 Intangible Assets, applicable from 1 January 20<strong>09</strong>. This change determined that an incurred deferred expense related with publicity or promotional<br />

activities can only be recognized in the balance sheet if an advance payment was made regarding goods and services that will be received in a future date. The<br />

recognition in profit and loss should occur when the entity has the right to receive the goods and services. The Group doesn't expect any significant impact from<br />

the adoption of this change.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 135<br />

• Changes to the IAS 39 Financial Instruments: Recognition and Measurement, applicable from 1 January 20<strong>09</strong>. These changes include mainly (i) the clarification that<br />

it is possible to perform transfers from and to the category of fair value through profit and loss regarding derivatives, whenever these start or end an hedge relationship<br />

in cash-flows hedge models or net investment in an associate or subsidiary, (ii) the change to the definition of financial instrument at fair value through profit and loss<br />

in what relates the trading portfolio, determining that in the case of financial instrument portfolios jointly managed and for which there is evidence of a recent and<br />

real model of short-term profit taking, these should be classified as trading on initial recognition; (iii) the change to the documentation requirements and the<br />

effectiveness tests of the hedge relationship for the operational segments defined under the scope of IFRS 8 - Operating Segments; and (iv) the clarification that the<br />

measurement of a financial liability at amortized cost, after the interruption of the respective fair value hedge relationship, should be performed based on the new<br />

effective rate calculated at the interruption date. The Group doesn't expect any significant impact from the adoption of this change.<br />

• Change to IAS 40 Investment Properties, applicable from 1 January 20<strong>09</strong>. Following this change, the properties under construction or development for subsequent<br />

use as investment properties are included under the scope of IAS 40 (before they were included under the scope of IAS 16 Property, Plant and Equipment). These<br />

properties under construction can be accounted at fair value except if they cannot be reliably measured in which case they should be accounted at acquisition cost.<br />

The Group ie evaluating the impact from the adoption of this change.<br />

54. Accounting impact arising from the inspection from the supervisory authorities<br />

In the scope of the investigations which are currently being performed by the supervisory authorities, which are described in note 55, the Bank promoted an internal<br />

investigation in relation to the transactions realized with off-shore entities.<br />

This internal investigation identified that, between 1999 and 2002, <strong>BCP</strong> Group financed off-shore entities for the purposes of acquisition of shares issued by the Group.<br />

In November 2002, the referred off-shore entities sold, to a financial institution, the <strong>BCP</strong> shares held, which represented 4.99% of the share capital of the Bank as at<br />

that date and, simultaneously acquired notes (Notes), issued by that financial institution, with an amount equivalent to 50% of the proceeds from the sale. This financial<br />

institution communicated to the market, on 9 December 2002, the acquisition of a qualified investment in the Bank.<br />

The above referred loans were subject to a restructuring, occurred in March 2004, having been assumed by a group whose main activity, developed through the<br />

company Edifícios Atlântico, S.A., consists on the development of real estate projects (from now on referred to as “GI”). Following this restructuring, GI assumed net<br />

liabilities amounting to 450 million euros, net of the reimbursement of the Notes occurred in December 2004. On the same date, the Bank sold to GI an entity named<br />

Comercial Imobiliária, for 26 million euros, and a real estate portfolio for 61 million euros.<br />

Regarding the above mentioned restructuring, as referred to in note 48, GI through Comercial Imobiliária issued commercial paper in the amount of Euros 210 million<br />

subscribed by <strong>BCP</strong> Group and that in 2005 was contributed in kind to the <strong>BCP</strong> Group Pension Fund and shares issued by quoted companies. As referred in note 48,<br />

after this contribution, and as a result of the communication by Comercial Imobiliária that it didn’t have conditions to meet the instalments, the Pensions Fund<br />

registered an actuarial loss in the approximate amount of Euros 115,000,000 in 2006 and 2007 related to the commercial paper issued by Comercial Imobiliária. The<br />

total amount net of amortizations, as at 31 December 2008, in accordance with the accounting policy described in note 1 w), is Euros 98,000,000. The amount will<br />

be amortized by the remaining term of 17 years with a annual amortization of approximatly Euros 5,750,000.<br />

Considering the significant exposure of the Bank towards GI and the real-estate sector in which this entity operates, in 2005, the Bank allocated a provision, in the<br />

amount of 85 million euros, to the existing loans resulting from the above referred transactions.<br />

In June 2006, the Bank, which previously had acquired a minority shareholding of 11.5% in Comercial Imobiliária, granted shareholders loans to this entity, in the amount<br />

of 300 million euros, in order to allow Comercial Imobiliária to acquire, from another GI subsidiary, an indirect majority shareholding in an Angolan entity which owned<br />

the so called Baia de Luanda Project. This entity had obtained, in October 2005, the concession, for 60 years, of the Baia de Luanda leasehold. With the proceeds<br />

from this transaction, GI repaid to <strong>BCP</strong> an additional portion of the loan, corresponding to 305 million euros.<br />

Considering the significance of the Project, the additional financing requirements for its development and the extent of GI’s indebtedness with <strong>BCP</strong>, this entity proposed<br />

and <strong>BCP</strong> accepted, a holding of 68.34% of Comercial Imobiliária share capital, that at the date held an economic interest of 54% in the Baia de Luanda Project, as a<br />

repayment of the residual loan, which amounted to 61 million euros, which, in June 2007, extinguished the remaining of the above mentioned net liabilities assumed<br />

in the amount of Euros 450 million. As a result of this transaction, <strong>BCP</strong> become owner of 90% of Comercial Imobiliária share capital and, indirectly, of 54% of the<br />

future economic benefits of the above mentioned project.<br />

Considering the existing indications arising from the ongoing investigations conducted by the supervisory authorities regarding a more thorough review of the<br />

economic substance of the above referred transactions, the Bank decided to consider a more prudent interpretation, regarding the risks identified, the nature of the<br />

transactions and restructurings which occurred, and recorded an adjustment of 300 million euros with effect at 1 January 2006, with a net impact of 220.5 million<br />

euros after considering the tax effect.<br />

As referred to in note 55, such decision does not represent any kind of recognition by the Bank of the existence of the alleged infractions which may be attributed<br />

to it. As referred also in note 55, as at 12 December 2008, the Bank was notified for the administrative proceeding nº 24/07/CO constituted by the Bank of Portugal<br />

and for the administrative proceeding nº 41/2008 constituted by CMVM related to the inquiry processes referred above. The Bank maintains the position of contesting<br />

any possible infractions attributed to this matter considering the legal terms applicable. Notwithstanding this fact, the Executive Board of Directors considers that the<br />

financial statements for the years ended 31 December 2008 and 2007 include, in all material respects the disclosures regarding the impact on the financial position<br />

of the Group of the referred matters, as disclosed in notes 1, 40, 48, 54 and 55. The Executive Board of Directors has maintained contacts with Supervisory Authorities<br />

regarding this matter.<br />

It should be noted, in any case, that the Bank maintains its expectation about the future profitability of the Baia de Luanda Project (the market value of which attribu -<br />

table to the Group, determined by independent valuers in 2007, is estimated to be between Euros 278.8 million and Euros 231.6 million), which will be recognised<br />

as income by the Bank when it is generated.


136 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

The above referred adjustment, recognised in accordance with IFRS and in the notes to the financial statements, can be analysed as follows:<br />

Restated<br />

Equity Net income Equity<br />

31.12.2006 2006 01.01.2006<br />

Euros ’000<br />

Previously reported 4,841,892 779,894 4,247,494<br />

Adjustments:<br />

Loan granted (300,000) - (300,000)<br />

Provision for loan losses 9,825 9,825 -<br />

Deferred tax 76,896 (2,604) 79,500<br />

Total (213,279) 7,221 (220,500)<br />

Restated 4,628,613 787,115 4,026,994<br />

55. Administrative proceedings<br />

1. At the end of the year of 2007, the Bank received a formal notice dated 27 December 2007 informing that administrative proceeding no. 24/07/CO was being brought<br />

by the Bank of Portugal against the Bank, “based in preliminary evidence of administrative offences foreseen in the General Framework of credit Institutions and Financial<br />

Companies (approved by Decree-Law no. 298/92, of December 31), in particular with respect to breach of accounting rules, provision of false or incomplete information to the<br />

Bank of Portugal, in particular in what respect to the amount of own funds and breach of prudential obligations”.<br />

A press release issued by the Bank of Portugal on 28 December 2007 mentioned that such administrative proceeding was brought “based in facts related with 17 off -<br />

-shore entities, which nature and activities were always hidden from the Bank of Portugal, in particular in previous inspections carried out”.<br />

On 12 December 2008, the Bank was notified of an accusation under the process of administrative proceeding no. 24/07/CO instructed by the Bank of Portugal.<br />

The Bank did not accept the charges or accusations against it reduced, and will provide defense under this process of administrative proceeding within their term, which<br />

ends on 13 March, 20<strong>09</strong>.<br />

2. On 12 December 2008, the Bank was notified by the CMVM of accusation under the process of administrative proceeding no No. 41/2008.<br />

The Bank did not accept the accusation made against it and has already provided, on 27 January 20<strong>09</strong>, defense under the process of administrative proceeding in question,<br />

having sustained a total rejection of the accusation.<br />

3. On 21 December 2007, CMVM had addressed a notice to the Bank, indicating that it should make public disclosure thereof, which the Bank did on 23 December<br />

2007. The notice read as follows:<br />

“The CMVM, pursuant to its powers, is now engaged in a supervision action on <strong>BCP</strong> (as a listed company), in order to determine the nature and the activities of several off-shore<br />

entities responsible for investments in securities issued by <strong>BCP</strong> Group or related entities. Despite the process of supervision being in progress, in particular in order to obtain a<br />

complete and final description of the situation and of the market behaviour of those entities, as well as to determine the relevant liabilities (including personal liabilities), the CMVM<br />

came to the following preliminary findings:<br />

a) The mentioned off-shore entities have constituted securities portfolios – which included almost exclusively shares of <strong>BCP</strong> – with financing obtained from Banco Comercial<br />

Português, and there is, in general, no evidence that such entities were financed for this purpose by any other significant transfer from an entity external to the <strong>BCP</strong> Group;<br />

b) It is already known that part of the debts was eliminated through the assignment of credits to third parties for a residual consideration;<br />

c) The conditions of these financings and the governance of such entities give the appearance that <strong>BCP</strong> has assumed all the risk concerning those off-shore entities, and that it<br />

had power to control the life and business of such entities;<br />

d) Thus, such transactions are in fact the financing for the acquisition of own shares not reported as such. This configuration is also present in a transaction made with a financial<br />

institution, which lead this institution to disclose a qualified shareholding, even though the economic interest and the possibility of exercising the voting rights remained within<br />

<strong>BCP</strong>;<br />

e) Pursuant to the described circumstances, it may be concluded that the information given to the authorities and to the market, in the past, was not always complete and/or<br />

true, in particular in what concerns the amount of <strong>BCP</strong>’s own funds and its owners;<br />

f) Significant market transactions made by the mentioned entities were detected, involving significant considerations; these transactions require a deeper analysis, in order to<br />

find out about possible infringements of the market rules.<br />

Thus, given the nature of these conclusions and the urgency of the matter, the CMVM, under article 360, no. 1, f) of the Portuguese Securities Code, asks <strong>BCP</strong> to immediately:<br />

a) Inform the market about whether the financial information recently disclosed by it already reflects all the financial losses pursuant to the above mentioned situation;<br />

b) Inform about the existence of any other situations which were not disclosed, in order to allow the investors to make a properly reasoned judgment about the securities issued<br />

by <strong>BCP</strong>;<br />

c) Transcribe in its communication the full text of this CMVM notice; <strong>BCP</strong> may inform, if it deems appropriate, the fact that <strong>BCP</strong> was not yet formally heard about these conclusions.<br />

The CMVM will continue the current process of supervision within its powers and with all its consequences, and will notify the appropriate authorities of any illegalities of different<br />

nature, and will further cooperate with the Bank of Portugal within the framework of Bank of Portugal’s powers.”


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 137<br />

4. In the process mentioned in 1. above, the Bank of Portugal charges the Bank against the practice of six administrative proceedings referred in g) and three<br />

administrative proceedings referred in r), both of article 211 of the General Framework of Credit Institutions and Financial Companies ( "RGICSF) .<br />

The administrative proceedings, in case the types of conduct listed in the accusation are demonstrated, would be the following:<br />

a) the breach of accounting rules or procedures set forth in the law or by the Bank of Portugal which does not cause a serious harm to the knowledge of the<br />

patrimonial and financial standing of the Institution constitutes an administrative offence foreseen in article 210, f), of RGICSF, punished, in the case of companies, with<br />

a fine between Euros 750 and Euros 750,000. If, on the other hand, the relevant conduct causes such serious harm, that may constitute an administrative offence<br />

foreseen in article 211, g), of RGICSF, punished, in the case of companies, with a fine between Euros 2,500 and Euros 2,494,000.<br />

b) The (i) omission of information and communications due to the Bank of Portugal in the relevant delays; or (ii) the provision of incomplete information, constitute<br />

an administrative offence foreseen in article 210, h) (now i)), of RGICSF, punished, in the case of companies, with a fine between Euros 750 and Euros 750,000. On<br />

the other hand, the provision to the Bank of Portugal of (i) false information, or (ii) incomplete information, capable of leading to erroneous conclusions with identical<br />

or similar effect to that of the provision of false information on the matter constitute an administrative offence foreseen in article 211, r), of RGICSF, punished, in the<br />

case of companies, with a fine between Euros 2,500 and Euros 2,494,000;<br />

According to the accusation, each of the administrative proceedings are punished by a fine between Euros 2,493.99 and Euros 2,493,989.49, which, according to the<br />

rule of the contest of offenses foreseen in the article 19º, no. 1 and 2 of the General of the Administrative Proceedings, in case of conviction of several administrative<br />

proceedings in contest, there can only be one fine, of which the upper limit can not exceed twice the highest limit of administrative proceedings in contest.<br />

5. In the accusation notified to the Bank in the administrative proceeding no. 41/2008 CMVM referred in 2. above, the Bank is charged against seven administrative<br />

proceeding for alleged violation of article 7. Portuguese Securities Code ( "CVM") and article 389, paragraph 1, a) of the CVM.<br />

Pursuant to article 7 of the CVM, the information relating to financial instruments, securities markets, financial intermediation activities, settlement and clearing of<br />

transactions, public offers and issuers should be complete, truthful, up-to-date, clear, objective and lawful.<br />

According to the accusation, each of the administrative proceedings are punished by a fine between Euros 25,000 and Euros 2,500,000, which, according to the rule<br />

of the contest of offenses foreseen in the article 19º, no. 1 and 2 of the General of the Administrative Proceedings, in case of conviction of several administrative<br />

proceedings in contest, there can only be one fine, of which the upper limit can not exceed twice the highest limit of administrative proceedings in contest, in the<br />

maximum amount of Euros 5,000,000.


138 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

56. <strong>BCP</strong> Group list of companies<br />

As at 31 December 2008, the Banco Comercial Português Group's subsidiary companies included in the consolidated accounts using the purchase method according,<br />

were as follows:<br />

Group<br />

Bank<br />

Head Share % de % %<br />

Subsidiary companies office capital Currency Activity control held held<br />

<strong>Millennium</strong> <strong>bcp</strong> - Gestão de Fundos de Lisbon 6,720,691 EUR Investment fund management 100.0 100.0 100.0<br />

Investimento, S.A.<br />

Interfundos Gestão de Fundos de Lisbon 1,500,000 EUR Investment fund management 100.0 100.0 100.0<br />

Investimento Imobiliários, S.A.<br />

BII Investimentos International, S.A. Luxembourg 150,000 EUR Investment fund management 100.0 100.0 –<br />

Banco <strong>Millennium</strong> <strong>BCP</strong> Investimento, S.A. Lisbon 75,000,000 EUR Banking 100.0 100.0 100.0<br />

<strong>BCP</strong> Capital - Sociedade de Lisbon 28,500,000 EUR Venture capital 100.0 100.0 –<br />

Capital de Risco, S.A.<br />

Banco de Investimento Imobiliário, S.A. Lisbon 157,000,000 EUR Banking 100.0 100.0 100.0<br />

BII Internacional, S.G.P.S., Lda. Funchal 25,000 EUR Holding company 100.0 100.0 –<br />

BII Finance Company Limited George Town 25,000 USD Investment 100.0 100.0 –<br />

Banco ActivoBank (Portugal), S.A. Lisbon 23,500,000 EUR Banking 100.0 100.0 –<br />

BIM - Banco Internacional de Maputo 741,000,000 MZN Banking 66.7 66.7 –<br />

Moçambique, S.A.<br />

Banco <strong>Millennium</strong> Angola, S.A. Luanda 2,008,956,625 AOA Banking 100.0 100.0 100.0<br />

Bank <strong>Millennium</strong>, S.A. Warsow 849,181,744 PLN Banking 65.5 65.5 65.5<br />

<strong>Millennium</strong> TFI S.A. Warsow 10,300,000 PLN Investment fund management 100.0 65.5 –<br />

<strong>Millennium</strong> Dom Maklerski S.A. Warsow 16,500,000 PLN Broker 100.0 65.5 –<br />

<strong>Millennium</strong> Leasing Sp. z o.o. Warsow 43,400,000 PLN Leasing 100.0 65.5 –<br />

<strong>Millennium</strong> Lease Sp.z o.o. Warsow 86,318,000 PLN Leasing 100.0 65.5 –<br />

BBG Finance BV Rotterdam 18,000 EUR Investment 100.0 65.5 –<br />

TBM Sp.z o.o. Warsow 500,000 PLN Advisory and services 100.0 65.5 –<br />

MB Finance AB Stockholm 500,000 SEK Investment 100.0 65.5 –<br />

<strong>Millennium</strong> Service Sp. z o.o Warsow 1,000,000 PLN Services 100.0 65.5 –<br />

Banque Privée <strong>BCP</strong> (Suisse) S.A. Geneve 70,000,000 CHF Banking 100.0 100.0 –<br />

<strong>Millennium</strong> <strong>BCP</strong>Bank Newark 2,500,000 USD Banking 100.0 100.0 –<br />

<strong>Millennium</strong> Bank, Societé Anonyme Athens 176,100,000 EUR Banking 100.0 100.0 –<br />

<strong>Millennium</strong> Bank, Anonim Sirketi Istanbul 202,535,316 TRY Banking 100.0 100.0 –<br />

<strong>Millennium</strong> Fin, Vehicles, Vessels, Athens 249,980 EUR Investment 100.0 100.0 –<br />

Appliances and Equipment Trading,<br />

Societé Anonyme<br />

<strong>Millennium</strong> Mutual Funds Management Athens 1,176,000 EUR Investment fund management 100.0 100.0 –<br />

Company, Societe Anonyme<br />

Banca <strong>Millennium</strong> S.A. Bucarest 227,750,000 RON Banking 100.0 100.0 –<br />

<strong>BCP</strong> Internacional II, S.G.P.S., Funchal 25,000 EUR Holding company 100.0 100.0 100.0<br />

Sociedade Unipessoal, Lda.<br />

BitalPart, B.V. Rotherdam 19,370 EUR Holding company 100.0 100.0 100.0<br />

<strong>BCP</strong> Investments, B.V. Amsterdam 620,774,050 EUR Holding company 100.0 100.0 100.0<br />

Comercial Português Ireland Limited Dublin 10,000 EUR Financial Services 100.0 100.0 100.0<br />

<strong>BCP</strong> Holdings (USA), Inc. Newark 250 USD Holding company 100.0 100.0 –<br />

Seguros & Pensões Gere, S.G.P.S., S.A. Lisbon 380,765,000 EUR Holding company 100.0 100.0 89.0<br />

Anjala Holdings , S.A. Tortola 54,402,000 USD Holding company 100.0 99.9 –<br />

Luanda Waterfront Corporation George Town 5,000 USD Services 50.0 50.0 –<br />

Baía de Luanda Luanda 19,200,000 USD Services 64.5 64.5 –<br />

<strong>BCP</strong> Bank & Trust Company Ltd. George Town 340,000,000 USD Banking 100.0 100.0 –<br />

<strong>BCP</strong> Capital Finance Limited George Town 16,000,000 USD Investment 100.0 100.0 100.0<br />

<strong>BCP</strong> Finance Bank Ltd George Town 246,000,000 USD Banking 100.0 100.0 –<br />

<strong>BCP</strong> Finance Company, Ltd George Town 1,434,843,700 USD Investment 100.0 3.0 –<br />

<strong>Millennium</strong> <strong>bcp</strong> - Escritório de Sao Paulo 19,310,539 BRL Financial Services 100.0 100.0 100.0<br />

Representações e Serviços, S/C Ltda.<br />

(continue)


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 139<br />

(continuation)<br />

Head Share % % %<br />

Subsidiary companies office capital Currency Activity control held held<br />

<strong>Millennium</strong> <strong>bcp</strong> - Serviços de Comércio Lisbon 240,000 EUR Videotex services 100.0 100.0 100.0<br />

Electrónico, S.A.<br />

Caracas Financial Services, Limited George Town 25,000 USD Financial Services 100.0 100.0 100.0<br />

Banpor Consulting S.R.L. Bucarest 1,750,000 RON Services 100.0 100.0 100.0<br />

Comercial Imobiliária, S.A. Lisbon 50,000 EUR Real-estate management 99.9 99.9 99.9<br />

Paço de Palmeira - Sociedade Braga 39,905 EUR Agriculture industry 100.0 100.0 100.0<br />

Agrícola e Comercial, Lda<br />

<strong>Millennium</strong> <strong>bcp</strong> - Prestação Lisbon 329,500 EUR Services 93.1 93.7 52.7<br />

de Serviços, A. C. E.<br />

Servitrust - Trust Management and Funchal 100,000 EUR Trust services 100.0 100.0 100.0<br />

Services, S.A.<br />

Group<br />

Bank<br />

As at 31 December 2008, the associated companies , were as follows:<br />

Group<br />

Bank<br />

Head Share % % %<br />

Associated companies office capital Currency Activity control held held<br />

Banque <strong>BCP</strong>, S.A.S. Paris 65,000,000 EUR Banking 19.9 19.9 19.9<br />

Banque <strong>BCP</strong> (Luxembourg), S.A. Luxembourg 12,500,000 EUR Banking 19.9 19.9 –<br />

SIBS - Sociedade Interbancária de Serviços, S.A. Lisbon 24,642,300 EUR Banking services 21.9 21.9 21.5<br />

Unicre - Cartão de Crédito Internacional, S.A. Lisbon 10,000,000 EUR Credit cards 30.3 30.3 30.0<br />

VSC - Aluguer de Veículos Lisbon 12,500,000 EUR Long term rental 50.0 50.0 –<br />

Sem Condutor, Lda.<br />

As at 31 December 2008, the Banco Comercial Português Group's subsidiary and associated insurance companies included in the consolidated accounts under the<br />

purchase method and equity method were as follows:<br />

Group<br />

Bank<br />

Head Share % % %<br />

Subsidiary companies office capital Currency Activity control held held<br />

<strong>Millennium</strong> Insurance Agent Unipersonal Athens 18,000 EUR Insurace broker 100.0 100.0 –<br />

Limited Liability Company<br />

Seguros & Pensões RE Limited Dublin 1,500,000 EUR Life reinsurance 100.0 100.0 –<br />

SIM - Seguradora Internacional de Maputo 147,500,000 MZN Insurance 89.9 60.0 –<br />

Moçambique, S.A.R.L.


140 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português<br />

Group<br />

Bank<br />

Head Share % % %<br />

Associated companies office capital Currency Activity control held held<br />

<strong>Millennium</strong><strong>bcp</strong> Fortis Grupo Segurador, Lisbon 1,000,002,375 EUR Holding company 49.0 49.0 –<br />

S.G.P.S., S.A.<br />

Companhia Portuguesa de Seguros de Lisbon 12,000,000 EUR Health insurance 49.0 49.0 –<br />

Saúde, S.A.<br />

Ocidental - Companhia Portuguesa de Lisbon 22,375,000 EUR Life insurance 49.0 49.0 –<br />

Seguros de Vida, S.A.<br />

Ocidental - Companhia Portuguesa de Lisbon 12,500,000 EUR Non-life insurance 49.0 49.0 –<br />

Seguros, S.A.<br />

Pensõesgere, Sociedade Gestora Fundos Lisbon 1,200,000 EUR Pension fund management 49.0 49.0 –<br />

de Pensões, S.A.<br />

57. Subsequents events<br />

Banco Comercial Português statement on <strong>Millennium</strong> BIM in Mozambique<br />

Banco Comercial Português informs that it is in negotiations with a Mozambican group regarding that group's possible acquisition of a stake of up to 10% of BIM -<br />

Banco Internacional de Moçambique, S.A. ("BIM").


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português 141<br />

Banco Comercial Português, S.A.


142 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

Income Statement for the years ended 31 December, 2008 and 2007<br />

(Thousands of euros)<br />

Notes<br />

2008<br />

2007<br />

Interest and similar income 3 4,206,114 3,550,211<br />

Interest expense and similar charges 3 (3,154,278) (2,628,902)<br />

Net interest income 1,051,836 921,3<strong>09</strong><br />

Dividends from equity instruments 4 6<strong>09</strong>,689 345,476<br />

Net fees and commission income 5 463,176 350,463<br />

Net gains / (losses) arising from trading and hedging activities 6 55,149 85,078<br />

Net gains / (losses) arising from available for sale financial assets 7 (298,154) 61,758<br />

Other operating income 8 79,824 119,703<br />

Total operating income 1,961,520 1,883,787<br />

Staff costs 9 560,561 698,651<br />

Other administrative costs 10 398,922 433,726<br />

Depreciation 11 50,806 51,628<br />

Operating expenses 1,010,289 1,184,005<br />

951,231 699,782<br />

Loans impairment 12 (413,472) (252,839)<br />

Other assets impairment 29 (47,380) (32,862)<br />

Other provisions 13 (1,977) (93,792)<br />

Operating profit 488,402 320,289<br />

Gains/(losses) from the sale of subsidiaries and other assets 14 (17,163) (4,044)<br />

Profit before income tax 471,239 316,245<br />

Income tax<br />

Current 15 16,567 (16,871)<br />

Deferred 15 (36,623) 39,470<br />

Profit for the year 451,183 338,844<br />

Earnings per share (in euros) 16<br />

Basic 0.10 0.08<br />

Diluted 0.10 0.08<br />

Chief Accountant<br />

The Board of Directors<br />

See accompanying notes to the individual financial statements


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 143<br />

Balance Sheet as at 31 December, 2008 and 2007<br />

(Thousands of euros)<br />

Notes<br />

2008<br />

2007<br />

Assets<br />

Cash and deposits at central banks 17 1,046,774 1,341,470<br />

Loans and advances to credit institutions<br />

Repayable on demand 18 971,333 1,347,567<br />

Other loans and advances 19 9,865,971 13,228,408<br />

Loans and advances to customers 20 55,673,236 48,832,375<br />

Financial assets held for trading 21 2,495,847 1,773,280<br />

Other financial assets held for trading at fair value through profit or loss 22 60,755 59,216<br />

Financial assets available for sale 21 8,061,960 5,043,127<br />

Hedging derivatives 23 108,974 35,778<br />

Financial assets held to maturity 24 1,<strong>09</strong>5,769 -<br />

Investments in associated companies 25 3,958,477 1,879,744<br />

Non current assets held for sale 29 14,601 15,991<br />

Property and equipment 26 418,963 416,332<br />

Intangible assets 27 9,985 6,692<br />

Current income tax assets 7,623 7,437<br />

Deferred income tax assets 28 491,727 497,323<br />

Other assets 29 4,743,402 6,029,381<br />

89,025,397 80,514,121<br />

Liabilities<br />

Deposits from central banks 3,062,886 781,682<br />

Deposits from other credit institutions 30 20,722,531 29,664,904<br />

Deposits from customers 31 31,713,736 29,105,626<br />

Debt securities issued 32 10,425,895 8,441,947<br />

Financial liabilities held for trading 33 1,466,781 1,154,317<br />

Other financial liabilities held for trading at fair value through profit or loss 34 5,716,381 1,362,880<br />

Hedging derivatives 23 36,547 80,277<br />

Provisions for liabilities and charges 35 834,074 823,548<br />

Subordinated debt 36 3,858,383 4,141,117<br />

Current income tax liabilities 81 22,658<br />

Other liabilities 37 5,638,522 960,051<br />

Total Liabilities 83,475,817 76,539,007<br />

Equity<br />

Share capital 38 4,694,600 3,611,330<br />

Treasury stock 41 (4,387) -<br />

Share premium 183,368 881,707<br />

Fair value reserves 40 (48,669) (16,508)<br />

Reserves and retained earnings 40 273,485 (840,259)<br />

Profit for the year 451,183 338,844<br />

Total Equity 5,549,580 3,975,114<br />

89,025,397 80,514,121<br />

Chief Accountant<br />

The Board of Directors<br />

See accompanying notes to the individual financial statements


144 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

Cash Flows Statement for the years ended 31 December, 2008 and 2007<br />

(Thousands of euros)<br />

2008<br />

2007<br />

Cash flows arising from operating activities<br />

Interest income received 3,605,612 3,289,211<br />

Commissions income received 587,174 584,972<br />

Fees received from services rendered 288,461 127,455<br />

Interest expense paid (3,166,903) (2,464,145)<br />

Commissions expense paid (196,831) (311,622)<br />

Recoveries on loans previously written off 80,225 134,632<br />

Payments to suppliers and employees (1,021,544) (972,717)<br />

176,194 387,786<br />

Decrease / (increase) in operating assets:<br />

Loans and advances to credit institutions 2,317,706 1,612,002<br />

Deposits with Central Banks under monetary regulations 1,325,276 (1,529,272)<br />

Loans and advances to customers (6,946,666) (5,774,350)<br />

Short term trading account securities 142,158 (32,000)<br />

Increase / (decrease) in operating liabilities:<br />

Deposits from credit institutions repayable on demand (469,085) 234,654<br />

Deposits from credit institutions with agreed maturity date (3,619,796) (2,440,363)<br />

Deposits from clients repayable on demand (443,349) (600,254)<br />

Deposits from clients with agreed maturity date 3,008,469 3,5<strong>09</strong>,633<br />

(4,5<strong>09</strong>,<strong>09</strong>3) (4,632,164)<br />

Income taxes (paid) / received 3,036 1,200<br />

(4,506,057) (4,630,964)<br />

Cash flows arising from investing activities<br />

Acquisition of shares in subsidiaries and associated companies (50,229) (16,720)<br />

Dividends received 6<strong>09</strong>,689 345,476<br />

Interest income from available for sale financial assets 313,610 201,870<br />

Proceeds from sale of available for sale financial assets 6,896,790 2,686,681<br />

Available for sale financial assets purchased (32,458,254) (15,021,689)<br />

Proceeds from available for sale financial assets on maturity 24,147,470 11,982,803<br />

Acquisition of fixed assets (106,816) (51,466)<br />

Proceeds from sale of fixed assets 31,321 57,361<br />

Increase / (decrease) in other sundry assets (176,814) (27,431)<br />

(793,233) 156,885<br />

Cash flows arising from financing activities<br />

Proceeds from issuance of subordinated debt 376,000 -<br />

Reinbursement of subordinated debt (400,000) (251,342)<br />

Proceeds from issuance of debt securities 5,554,587 6,471,919<br />

Repayment of debt securities (2,168,000) (1,246,823)<br />

Share capital increase 1,083,270 -<br />

Share premium 183,368 -<br />

Dividends paid - (306,963)<br />

Increase / (decrease) in other sundry liabilities and minority interests 274,274 (272,855)<br />

4,903,499 4,393,936<br />

Net changes in cash and equivalents (395,791) (80,143)<br />

Cash and equivalents balance at the beginning of the year 1,767,755 1,847,898<br />

Cash (Note 17) 400,631 420,188<br />

Other short term investments (note 18) 971,333 1,347,567<br />

Cash and equivalents balance at the end of the year 1,371,964 1,767,755<br />

See accompanying notes to the individual financial statements


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 145<br />

Statement of Changes in Equity for the years ended 31 December, 2008 and 2007<br />

Total<br />

equity<br />

Share<br />

capital<br />

Share<br />

premium<br />

Legal and<br />

statutory<br />

reserves<br />

Fair value<br />

reserves<br />

Other reserves<br />

and retained<br />

earnings<br />

(Thousands of euros)<br />

Treasury<br />

stock<br />

Balance on 31 December, 2006 4,124,827 3,611,330 881,707 481,300 88,898 (938,408) -<br />

Transfers to reserves:<br />

Legal reserve - - - 60,902 - (60,902) -<br />

Statutory reserve - - - 19,000 - (19,000) -<br />

Dividends paid in 2007 (306,963) - - - - (306,963) -<br />

Profit for the year 338,844 - - - - 338,844 -<br />

Fair value reserves (note 40) (126,223) - - - (126,223) - -<br />

Amortization of the transition adjustment<br />

to pensions (Regulation no.12/01) (102,603) - - - - (102,603) -<br />

Deferred taxes related to balance sheet changes<br />

charged against reserves 47,232 - - - 20,817 26,415 -<br />

Balance on 31 December, 2007 3,975,114 3,611,330 881,707 561,202 (16,508) (1,062,617) -<br />

Transfers to reserves:<br />

Share premium - - (881,707) - - 881,707 -<br />

Legal reserve - - - (96,911) - 96,911 -<br />

Statutory reserve - - - (84,000) - 84,000 -<br />

Profit for the year 451,183 - - - - 451,183 -<br />

Increase in share capital by the issue of<br />

1,083,270,433 shares (note 38) 1,299,924 1,083,270 216,654 - - - -<br />

Registration costs related with the<br />

share capital increase (33,286) - (33,286) - - - -<br />

Treasury stock (4,387) - - - - - (4,387)<br />

Fair value reserves (note 40) (44,735) - - - (44,735) - -<br />

Merger Reserves by incorporation of<br />

<strong>BCP</strong> Participações Financeiras S.G.P.S. (57,517) - - - - (57,517) -<br />

Amortization of the transition adjustment<br />

to pensions (Regulation no.12/01) (71,603) - - - - (71,603) -<br />

Deferred taxes related to<br />

balance sheet changes charged against reserves 31,031 - - - 12,574 18,457 -<br />

Other reserves (note 40) 3,856 - - - - 3,856 -<br />

Balance on 31 December, 2008 5,549,580 4,694,600 183,368 380,291 (48,669) 344,377 (4,387)<br />

See accompanying notes to the individual financial statements


146 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

Notes to the Individual Financial Statements 31 December, 2008<br />

1. Accounting policies<br />

a) Basis of presentation<br />

Banco Comercial Português, S.A. (the ‘Bank’) is a public bank, established in Portugal in 1985. It commenced operations on 5 May, 1986, and these financial statements<br />

reflect the results of the operations of the Bank, for the years ended 31 December, 2008 and 2007.<br />

In accordance with Regulation (EC) no. 1606/2002 from the European Parliament and the Counsel, of 19 July 2002, and its adoption into Portuguese Law through<br />

Decree-Law no. 35/2002, of 17 February and Regulation no. 1/2005 from the Bank of Portugal, the Bank’s financial statements are required to be prepared in<br />

accordance with International Financial Reporting Standards (‘IFRS’) as endorsed by the European Union ('EU') since the year 2005, except regarding the issues defined<br />

at no.2 and no.3 of Regulation no.1/2005 and no.2 of Regulation 4/2005 from the Bank of Portugal (NCA'S). NCA'S comprise accounting standards issued by the<br />

International Accounting Standards Board (‘IASB’) as well as interpretations issued by the International Financial Reporting Interpretations Committee (‘IFRIC’) and<br />

their predecessor bodies, with the exception of the issues referred in no. 2 and 3 of Regulation no. 1/2005 and no. 2 of Regulation no. 4/2005 of Bank of Portugal: i)<br />

maintenance of the actual requirements related with measurement and provision of loans and advances to customers, ii) employee benefits through the definition<br />

of a deferral period for the transition impact to IAS 19 and iii) restriction to the application of some issues established in IAS/IFRS. The Executive Board of Directors<br />

approved these financial statements on 11 February 20<strong>09</strong>. The financial statements are presented in thousands of euros, rounded to the nearest thousand.<br />

The Bank adopted IFRS 7 - Financial Instruments: disclosures and IAS 1 - Presentation of Financial Statements (amendment) – Capital Disclosures since 1 January,<br />

2007. It should be noted that the impact of the adoption of the standards mentioned above relates to additional disclosure requirements, without any impact on the<br />

equity of the Bank. In accordance with the transitional rules, comparative information is also provided.<br />

Additionally, the Bank adopted since 2008 IAS 39 and IFRS 7 - Reclassification of Financial Instruments, IFRIC 11 and IFRS 2 - Group and Tresuary Shares Transactions<br />

and IFRIC 14 and IAS 19 - The limit of a defined benefit asset, minimum pending requirements and their interaction. The adoption of these interpretations did not<br />

have any impact on the financial statements.<br />

The Bank's financial statements for the year ended 31 December, 2008 have been prepared in terms of recognition and measurement in accordance with the IFRS,<br />

effective and adopted for use in the EU.<br />

The financial statements are prepared under the historical cost convention, as modified by the application of fair value basis for derivative financial instruments, financial<br />

assets and liabilities at fair value through profit or loss (trading, and fair value option) and available-for-sale assets, except those for which a reliable measure of fair<br />

value is not available. Recognized assets and liabilities that are hedged under hedge accounting are stated at fair value in respect of the risk that is being hedged. Other<br />

financial assets and liabilities and non-financial assets and liabilities are stated at amortised cost or historical cost. Non-current assets and disposal groups held for sale<br />

are stated at the lower of carrying amount and fair value less costs to sell.<br />

The accounting policies set out below have been applied consistently for all periods presented in these financial statements.<br />

Within the scope of the investigations in progress by the Supervisory Authorities that are described in notes 40, 51 and 52, the balance Reserves and Retained Earnings<br />

includes, with effect as at 1 January 2006, a restatement resulting from the decision taken by the Executive Board of Directors of booking a provision regarding an<br />

asset booked on the financial statements resulting from the transactions described in notes 40, 51 and 52.<br />

The preparation of the financial statements in accordance with IFRS requires the Executive Board of Directors to make judgements, estimates and assumptions that<br />

affect the application of the accounting policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are<br />

based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making<br />

the judgements about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The<br />

issues involving a higher degree of judgement or complexity, or where assumptions and estimates are considered to be significant are presented in note 1 aa).<br />

b) Loans and advances to customers<br />

Loans and advances to customers include loans and advances originated by the Bank, which are not intended to be sold in the short term and are recognised when<br />

cash is advanced to borrowers.<br />

The derecognition of these assets occurs in the following situations: (i) the contractual rights of the Bank have expired; or (ii) the Bank transferred substantially all the<br />

associated risks and rewards.<br />

Loans and advances to customers are initially recognized at fair value plus any directly attributable transaction costs and fees and are subsequently measured at<br />

amortized cost using the effective interest method, less impairment losses.<br />

Impairment<br />

As referred in the accounting policy described in note 1 a), the Bank has prepared its financial statements in accordance with NCA’s therefore, in accordance with<br />

no. 2 and 3 of Regulation no. 1/2005 of Bank of Portugal, the Bank adopted the same requirements for measurement and provision of loans and advances to<br />

customers used in the previous years, described as follows:<br />

Specific provision for loan losses<br />

The specific provision for loan losses is based on the appraisal of overdue loans including the related non overdue amounts and loans subject to restructuring, to<br />

cover specific credit risks. This provision is shown as a deduction against loans and advances to customers. The adequacy of this provision is reviewed regularly by the<br />

Bank taking into consideration the existence of asset-backed guarantees, the overdue period and the current financial situation of the client.<br />

The provision calculated under these terms, complies with the requirements established by the Bank of Portugal, in accordance with Regulations no. 3/95, of 30 June,<br />

no. 7/00, of 27 October and no. 8/03, of 30 January.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 147<br />

General provision for loan losses<br />

This provision is established to cover latent bad and doubtful debts which are present in any loan portfolio, including guarantees, but which have not been specifically<br />

identified as such. This provision is recorded under provision for liabilities and charges.<br />

The general provision for loan losses is in accordance with Regulation no. 3/95, of 30 June 1995, Regulation no. 2/99, of 15 January 1999 and Regulation no. 8/03, of<br />

8 February 2003 of the Bank of Portugal.<br />

Provision for country risk<br />

The provision for country risk is in accordance with Regulation no. 3/95, of 30 June of the Bank of Portugal, and is based on the Instruction no. 94/96, of 17 June, of<br />

the Bank of Portugal, including the adoption of changes made to paragraph 2.4 of the referred Instruction published in October 1998.<br />

Write-off of loans<br />

The write-off of loans is performed against the related provision for loan impairment, when this corresponds to 100% of the loans amount. Subsequent recoveries<br />

of amounts previously written off are accounted as gains in the period they occur.<br />

c) Financial instruments<br />

(i) Classification, initial recognition and subsequent measurement<br />

1) Financial assets and liabilities at fair value through profit and loss<br />

1a) Financial assets held for trading<br />

The financial assets and liabilities acquired or issued with the purpose of sale or re-acquisition on the short term, namely bonds, Treasury Bills or shares or that make<br />

part of a financial instruments portfolio that are jointly managed and for which there is evidence of a recent and real model of short-term profit taking or that can<br />

be included in the definition of derivative (except in the case of a derivative that is an effective hedge instrument) are classified as trading. The dividends associated<br />

to these portfolios are accounted in Profits arising from trading activity.<br />

Trading derivatives with a positive fair value are included in Financial assets held for trading and the trading derivatives with negative fair value are included in Financial<br />

liabilities held for trading.<br />

1b) Financial assets and liabilities at fair value by decision of the own institution (“Fair Value Option”)<br />

The Group has adopted the Fair Value Option for certains bond issues, loans and deposits performed since 2007 that contain embedded derivatives or with related<br />

hedge derivatives. The variations of the credit risk of the Bank related with financial liabilities at Fair Value Option are disclosed in note 6 Net gains / (losses) arising<br />

from trading and hedging activities.<br />

The designation of the financial assets and liabilities at fair value through profit and loss is performed whenever at least one of the requirements is fulfilled:<br />

– the assets and liabilities are managed, evaluated and reported internally at their fair value;<br />

– the designation eliminated or significantly reduced the accounting mismatch of the transactions;<br />

– the assets and liabilities include derivatives that significantly change the cash-flows of the original contracts (host contracts).<br />

The financial assets and liabilities at fair value through profit and loss are initially accounted at their fair value, with the expenses and income related to the transactions<br />

being recognized in profit and loss and subsequently measured at fair value. The subsequent expenses and income resulting from changes in the fair value and the<br />

related dividends are recognized in Net gains / (losses) arising from trading and hedging activities of the statement of income. The accrual of interest and<br />

premium/discount (when applicable) is recognized in Net Interest Income according with the effective interest rate of each transaction, as well as that of the derivatives<br />

associated to financial instruments classified as Fair Value Option.<br />

2) Financial assets available for sale<br />

Financial assets available for sale held with the purpose of being maintained by the Bank, namely bonds, Treasury Bills or shares, are classified as available for sale, except<br />

if they are classified as trading or in another category of financial assets. The financial assets available for sale are initially accounted at fair value, including all expenses<br />

or income associated with the transactions. The financial assets available for sale are subsequently measured at fair value. The changes in fair value are accounted for<br />

against fair value reserves until they are sold or an impairment loss exists. In the sale of the financial assets available for sale, the accumulated gains or losses recognized<br />

as fair value reserves are recognized in the balance Net gains and losses arising from available for sale financial assets. Interest income is recognized based on the effective<br />

interest rate, considering the useful life of the asset. In the situations where there is premium or discount associated to the assets, the premium or discount is included<br />

in the calculation of the effective interest rate. Dividends are recognized in income statement when the right to receive the dividends is attributed.<br />

3) Financial assets held-to-maturity<br />

The financial assets held-to-maturity include financial assets, except derivatives, with fixed or determined payments and fixed maturity, for which the Bank has the<br />

intention and the capacity of maintaining until the maturity of the assets and that were not included in the category of financial assets at fair value through profit and<br />

loss or financial assets available for sale. These financial assets are initially recognised at fair value and subsequently measured at amortised cost. The impairment losses<br />

are recognised in profit and loss.<br />

Any reclassification or sale of the financial assets included in this category, which is not performed near the maturity of the assets, will require the Bank to reclassify<br />

this portfolio of financial assets for sale and the Bank will not be allowed to classify any assets under this category for the following two years.


148 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

4) Loans and receivables<br />

The Bank also has financial assets classified in loans and receivables when the management’s intention is not its immediate sale or in a near future. As an example, the<br />

Bank may account unquoted bonds in this category. The financial assets recognised in this category are initially accounted at fair value and subsequently at amortised<br />

cost net of impairment. The transaction costs are initially recognised in the balance sheet and amortised through profit and loss, based on the effective interest rate<br />

method.<br />

5) Other financial liabilities<br />

The other financial liabilities are all financial liabilities that are not accounted as financial liabilities at fair value through profit and loss. This category includes money<br />

market transactions, deposits from customers and from other financial institutions, issued debt, and other transactions.<br />

ii) Impairment<br />

An assessment is made at each balance sheet date as to whether there is any objective evidence of impairment, namely circumstances where an adverse impact on<br />

estimated future cash flows of the financial asset or group of financial assets can be reliably estimated based on a significant or prolonged decrease in the fair value,<br />

below the acquisition cost.<br />

If an available-for-sale asset is determined to be impaired, the cumulative loss (measured as the difference between the acquisition cost and the current fair value, less<br />

any impairment loss on that financial asset previously recognised in the income statement) is removed from fair value reserves and recognised in the income statement.<br />

If, in a subsequent period, the fair value of a debt instrument classified as available-for-sale increases and the increase can be objectively related to an event occurring<br />

after the impairment loss was recognised in the income statement, the impairment loss is reversed through the income statement. The impairment losses recognised<br />

in equity instruments classified as available for sale, when reverted, are recognized against reserves.<br />

(iii) Embedded derivatives<br />

Embedded derivatives should be accounted for separately as derivatives if the economic risks and benefits of the embedded derivative are not closely related to the<br />

host contract, unless the hybrid (combined) instrument is initially measured at fair value with changes through profit and loss. Embedded derivatives are classified as<br />

trading and accounted for at fair value with changes through profit and loss.<br />

d) Derivatives hedge accounting<br />

i) Hedge accounting<br />

The Bank uses financial instruments to hedge its exposure to currency and interest rate risks, resulting from financing and investment activities. However, derivatives<br />

not qualified for hedging are accounted for as trading instruments.<br />

Derivative hedging instruments are stated at fair value and gains and losses on remeasurement are recognized in accordance with the hedging accounting model<br />

adopted by the Bank. An hedging relationship exists when:<br />

– at the inception of the hedge there is formal documentation of the hedge;<br />

– the hedge is expected to be highly effective;<br />

– the effectiveness of the hedge can be reliably measured;<br />

– the hedge is valuable in a continuous basis and highly effective throughout the reporting period; and<br />

– for hedges of a forecasted transaction, the transaction is highly probable and presents an exposure to variations in cash flows that could ultimately affect net profit<br />

or loss.<br />

When a derivative financial instrument is used to hedge exchange fluctuations arising from monetary assets or liabilities items, no hedge accounting model is applied.<br />

Any gain or loss associated to the derivative or exchange differences associated with the monetary item is recognized through income.<br />

ii) Fair value hedge<br />

Changes in the fair value of derivatives that are designated and qualify as fair value hedging instruments are recorded in the income statement, together with changes<br />

in the fair value of the asset or liability or group thereof that are attributable to the hedged risk. If the hedging relationship no longer meets the criteria for hedge<br />

accounting, the cumulative adjustment to the carrying amount of a hedged item for which the effective interest method is used is amortised through the income<br />

statement over the residual period to maturity.<br />

iii) Cash flow hedge<br />

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in equity. Any gain or loss relating<br />

to an ineffective portion is recognised immediately in the income statement.<br />

Amounts accumulated in equity are reclassified to the income statement in the periods in which the hedged item will affect profit or loss. However, when the<br />

forecasted transaction being hedged results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously deferred in equity are<br />

transferred from equity and included in the initial measurement of the cost of the asset or liability.<br />

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at<br />

that time remains in equity until the forecasted transaction is ultimately recognised in the income statement. When a forecasted transaction is no longer expected<br />

to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 149<br />

iv) Hedge effectiveness<br />

For each hedging relation in order to be classified as such according to IAS 39, effectiveness has to be demonstrated. As such the Bank performs prospective tests at<br />

inception date and retrospective tests in order to demonstrate in each reporting period the effectiveness, showing that the changes in the fair value of the hedging<br />

instrument are neutralized by the changes in the hedged item for the risk covered. Any ineffectiveness is recognised immediately in the income statement.<br />

(v) Hedge of a net investment in a foreign operation<br />

Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging instrument relating to the effective<br />

portion of the hedge is recognised in equity; the gain or loss relating to the ineffective portion is recognised immediately in the income statement. Gains and losses<br />

accumulated in equity related to the investment in a foreign operation and to the associated hedge operation are included in the income statement on the disposal<br />

of the foreign operation.<br />

e) Reclassifications between financial instruments categories<br />

In October 2008, the IASB issued a change to the IAS 39 – Reclassification of Financial Assets (Amendments to IAS 39 Financial Investments: Recognition and<br />

Measurement and IFRS 7: Financial Investments Disclosures). This change allowed an entity to transfer financial assets from financial assets at fair value through profit<br />

and loss – trading to financial assets available for sale, to Loans and Receivables or to financial assets held-to-maturity, as long as these financial assets comply with the<br />

characteristics of an each category. The Bank adopted this possibility for a group of financial assets on 1 July 2008 and 31 October 2008 as disclosed in note 21.<br />

Transfer of Financial assets available for sale to "Loans and receivables" and "Held to maturity" are also authorised. Transfers from and to assets and liabilities decided<br />

by the Bank ("Fair value option") are prohibited.<br />

f) Derecognition<br />

The Bank derecognizes financial assets when all rights to future cash flows have expired or the assets are transferred. In the event of a transferral of assets, derecognition<br />

can only occur either when risks and rewards have substantially been transferred or the Bank has not retained control of the assets. The derecognition of financial<br />

assets is largely applied to the securitization operations issued by the Bank, through Special Purpose Entities (‘SPE’).<br />

The evaluation of the existence of control is determined based on the criteria established by SIC 12, which can be analysed as follows:<br />

– The activities of the SPE, in substance, are being conducted on behalf of the Bank, in accordance with the specific needs of the Bank’s business, so as to obtain benefits<br />

from these activities;<br />

– The Bank has the decision-making powers to obtain the majority of the benefits of the activities of the SPE or, by setting up an "autopilot" mechanism, the Bank has<br />

delegated these decision-making powers;<br />

– The Bank has the rights to obtain the majority of the benefits of the SPE and therefore may be exposed to risks inherent to the activities of the SPE; or<br />

– The Bank retains the majority of the residual or ownership risks related to the SPE or its assets in order to obtain benefits from its activities.<br />

The Bank derecognizes financial liabilities when these are discharged, cancelled or extinguished.<br />

g) Equity instruments<br />

An instrument is classified as an equity instrument when there is no contractual obligation at settlement to deliver cash or another financial asset to another entity,<br />

independently from its legal form, and shows a residual interest in the assets of an entity after deducting all of its liabilities.<br />

Transaction costs directly attributable to an equity transaction are recognised under shareholders’ equity and accounted for as a deduction from the amount issued.<br />

Amounts paid or received related to sales or acquisitions of equity instruments are recognised in shareholders’ equity, net of transaction costs as treasury stock.<br />

Distributions to holders of an equity instrument are debited directly to shareholders’ equity as dividends when declared.<br />

Preference shares issued by the Bank are considered as an equity instrument when redemption of the shares is solely at the discretion of the issuer and dividends<br />

are paid at the discretion of the Bank.<br />

Income from equity instruments (dividends) are recognised when its payment is done.<br />

h) Compound financial instruments<br />

Non-derivative financial instruments that contain both a liability and an equity component (convertible bonds) are classified as compound financial instruments. For<br />

those instruments to be considered as compound financial instruments, the terms of its conversion to ordinary shares (number of shares) does not vary with changes<br />

in their fair value. The liability component corresponds to the present value of the future interest and principal payments, discounted at the market rate of interest<br />

applicable to similar liabilities that do not have a conversion option. The equity component corresponds to the difference between the proceeds of the issue and the<br />

amount attributed to the liability. The interest expense recognised in the income statement is calculated using the effective interest method.<br />

i) Securities borrowing and lending business and repurchase transactions<br />

(i) Securities borrowing and lending<br />

Securities lent under securities lending arrangements continue to be recognized in the balance sheet and are measured in accordance with the accounting policy for<br />

assets held for trading or available-for-sale as appropriate. Cash collateral received in respect of securities lent is recognized as a financial liability. Securities borrowed<br />

under securities borrowing agreements are not recognized. Cash collateral placements in respect of securities borrowed are recognized under loans and advances<br />

to either banks or customers. Income and expenses arising from the securities borrowing and lending business are recognized on an accrual basis over the period<br />

of the transactions and are included in interest income or expense.


150 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

(ii) Repurchase agreements<br />

Investments sold under repurchase agreements at a predetermined price ('repos') continue to be recognized in the balance sheet and are measured in accordance<br />

with the accounting policy for either assets held for trading or available-for-sale as appropriate. The proceeds from the sale of the investments are reported as<br />

liabilities to either banks or customers. Investments purchased subject to commitments to resell them at future dates ('reverse repos') are not recognized on the<br />

balance sheet and the amounts paid are recognized in loans to either banks or customers.<br />

The difference between the sale and repurchase conditions is recognised on an accrual basis over the period of the transaction and is included in interest, income<br />

or expense.<br />

j) Non-current assets held for sale<br />

Non-current assets or disposal groups (groups of assets to be disposed of together and related liabilities that include at least a non-current asset) are classified as<br />

held for sale when the assets or disposal groups are available for immediate sale and its sale is highly probable.<br />

The Bank also classifies as non-current assets held for sale those non-current assets or disposal groups acquired exclusively with a view to its subsequent disposal,<br />

that are available for immediate sale and its sale is highly probable.<br />

Immediately before classification as held for sale, the measurement of the non-current assets or all assets and liabilities in a disposal group, is performed in accordance<br />

with the applicable IFRS. After their reclassification, these assets or disposal groups are measured at the lower of their carrying amount determined annually in<br />

accordance with the applicable IFRS and the fair value less costs to sell.<br />

k) Finance lease transactions<br />

Finance lease transactions for a lessee are recorded at the inception date of the lease as an asset and liability, at the fair value of the leased asset, which is equivalent<br />

to the present value of the future lease payments.<br />

Lease rentals are apportioned between the finance charge and amortisation of the capital outstanding. The finance charge is allocated to the periods during the lease<br />

term so as to produce a constant periodic rate of interest on the remaining liability balance for each period.<br />

Assets held under finance leases for a lessor are recorded in the balance sheet as a receivable at an amount equal to the net investment in the lease.<br />

Lease rentals are apportioned between the financial income and amortisation of the capital outstanding.<br />

Recognition of the financial result reflects a constant periodical return rate over the remaining net investment of the lessor.<br />

l) Interest income and expense<br />

Interest income and expense for all financial instruments measured at amortised cost are recognised in the income statement using the effective interest method.<br />

The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument (or, when<br />

appropriate, a shorter period), to the net carrying amount of the financial asset or financial liability.<br />

When calculating the effective interest rate, the Bank estimates future cash flows considering all contractual terms of the financial instrument but without considering<br />

future impairment losses. The calculation includes all paid or recived fees considered as included in the effective interest rate, transaction costs and all other premiums<br />

or discounts directly related with the transaction.<br />

If a financial asset or a group of similar financial assets has been written down as a result of an impairment loss, interest income is recognised using the rate of interest<br />

used to discount the future cash flows for the purpose of measuring the impairment loss.<br />

For derivative financial instruments, except those classified as hedging instruments of interest rate risk, the interest component of the changes in the fair value is not<br />

separated out and is classified under net losses/gains from financial assets. For hedging derivatives of interest rate risk, the interest component of the changes in their<br />

fair value is recognised under interest and similar income or interest expense and similar charges.<br />

m) Fee and commission income<br />

Fees and commissions are recognised according to the following criteria:<br />

– Fees and commissions which are earned as services are provided are recognised in income over the period in which the service is being provided;<br />

– Fees and commissions that are earned on the execution of a significant act, are recognised as income when the service is completed.<br />

Fees and commissions that are an integral part of the effective interest rate of a financial instrument are recognized in the net margin.<br />

n) Results arising from trading and hedging activities and available for sale financial assets<br />

The results arising from trading and hedging activities and available for sale financial assets correspond to gains and losses arising from financial assets and liabilities<br />

classified as trading (including fair value charges and interest on derivatives and embeded derivatives) and the corresponding dividends. Also included are the gains<br />

and losses arising from the available for sale financial assets portfolio, and the changes of the fair value of the hedging derivatives and the hedged items, when applicable.<br />

o) Fiduciary activities<br />

Assets held in the scope of the fiduciary activity are not recognized in the consolidated financial statements of the Bank. Fees and commissions arising from this activity<br />

are recognised in the income statement in the year to which they relate.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 151<br />

p) Property and equipment<br />

Property and equipment are stated at deemed cost less accumulated depreciation and impairment losses. Subsequent costs are recognised as a separate asset only<br />

when it is probable that future economic benefits associated with the item will flow to the Bank. All other repairs and maintenance are charged to the income<br />

statement during the financial period in which they are incurred.<br />

The Bank performs impairment testing whenever events or circumstances show that the book value exceeds the recoverable amount. The difference between the<br />

book value and recoverable amount is charged to the profit and loss.<br />

Depreciation is calculated on a straight-line basis, over the following periods which correspond to their estimated useful life:<br />

Number of years<br />

Premises 50<br />

Expenditure on freehold and leasehold buildings 10<br />

Equipment 4 to 12<br />

Other fixed assets 3<br />

Whenever there is an indication that a fixed tangible asset might be impaired, its recoverable amount is estimated and a impairment loss is recognized if the net value<br />

of the asset exceeds that recoverable amount.<br />

The recoverable amount is determined as the higher between the sale price net of sale costs and its value in use calculated based on the present value of future<br />

cash-flows estimated to be obtained from the continued use of the asset and its sale at the end of the useful life.<br />

The impairment losses of the fixed tangible assets are recognized in profit and loss.<br />

q) Intangible Assets<br />

Research and development expenditure<br />

The Bank does not capitalised any research and development costs. All expenses are recognized as costs in the year in which they occur.<br />

Software<br />

The Bank accounts as intangible assets the costs associated to software acquired from external entities and performs a linear depreciation through an estimated period<br />

of three years. The Bank does not capitalize the internal costs arising from software development.<br />

r) Assets arising out of recovered loans<br />

The Bank, following the requirements of IFRS 5, classifies as non-current assets held for sale the buildings arising out of recovered loans for which there is a sale<br />

agreement for the next 12 months. These assets accounted for in accordance with the accounting policy presented in note 1 j) are recognised by the amount agreed<br />

in the sale agreement.<br />

Assets arising out of recovered loans include buildings and other assets arising from the settlement of loan contracts for which there is not sale agreement. These<br />

assets are recognised in ‘Other assets’, considering that the holding period until the sale of these assets is in the majority of the cases more than one year. These assets<br />

are inicially measured by the lower of its fair value net of expenses and the carrying amount of the loan at the date of possession of the asset, either through<br />

agreement or judicial auction.<br />

Fair value is based on the market value, being determined based on the expected selling price estimated through periodic valuations performed by the Bank.<br />

Subsequent measurement of these assets is at the lower between its carrying amount and fair value net of expenses and are not subject to depreciation. Any<br />

subsequent write-down of the acquired asset to fair value is recorded as an impairment loss and included in the income statement.<br />

s) Cash and cash equivalents<br />

For the purposes of the cash flow statement, cash and cash equivalents comprise balances with less than three months’ maturity from the balance sheet date, including<br />

cash and deposits with banks.<br />

Cash and cash equivalents exclude restricted balances with central banks.<br />

t) Offsetting<br />

Financial assets and liabilities are offset and the net amount is reported in the balance sheet when the Bank has a legally enforceable right to offset the recognized<br />

amounts and the transactions are intended to be settled on a net basis.<br />

u) Foreign currency transactions<br />

Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign<br />

currencies, which are stated at historical cost, are translated at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are<br />

recognized in the income statement. Non-monetary assets and liabilities denominated in foreign currencies, which are stated at historical cost, are translated at the<br />

foreign exchange rate ruling at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are<br />

translated to the reporting currency at the foreign exchange rates ruling at the dates that the values were determined.


152 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

v) Employee benefits<br />

Defined benedit plans<br />

The Bank has the responsability to pay to their employees retirement pensions and widow and orphan benefits and permanent disability pensions, in accordance<br />

with the agreement entered with the collective labour agreements. These benefits are estimated in the pensions plans ‘Plano ACT’ and ‘Plano ACTQ’ of the Pension<br />

Plan of <strong>BCP</strong>, which corresponds to the referred collective labour agreements (the conditions are estimated in the private social security of the banking sector for the<br />

constitution of the right to receive a pension).<br />

As for the benefits estimated in the two previous pensions plans, the Bank also assumes the responsability, if some conditions are met in each year, of the attribution<br />

of a complementary plan to the employees of the Bank, after due consideration of the requirements of the collective labour agreements applicable to each sector<br />

(complementary plan).<br />

The Bank’s net obligation in respect of pension plans (defined benefit pensions plan) is calculated annually at each balance sheet date.<br />

According to IFRS1, the Bank opted for the retrospective application of IAS 19, performing the recalculation of the pension obligations and the corresponding actuarial<br />

gains and losses which will be deferred under the corridor method as defined in IAS 19. The calculation is made using the projected unit credit method and following<br />

actuarial and financial assumptions in line with parameters required by IAS 19. In accordance with no. 2 of Regulation no. 4/2005 of the Bank of Portugal was<br />

established a deferral period for the transition impact to IAS 19 as at 1 January 2005 analysed as follows:<br />

Balances<br />

Obligations with healthcare benefits and other liabilities<br />

Liabilities for death before retirement<br />

Cost of early retirement<br />

Actuarial losses charged-off related with early retirement<br />

Increase of deferred actuarial losses<br />

Reversal of amortization of actuarial losses in accordance with local GAAP<br />

Deferred period<br />

7 years<br />

5 years<br />

5 years<br />

5 years<br />

5 years<br />

5 years<br />

The current services cost plus the interest cost on the unwiding of the Pension liabilities less the expected return on the Plan assets are recorded in operational costs.<br />

The Bank’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees<br />

have earned in return for their service in the current and prior periods. The benefit is discounted in order to determine its present value, being applied the discount<br />

rate determined by reference to interest rates of high-quality corporate bonds that have maturity dates approximating the terms of the Bank’s obligations. The net<br />

obligations are determined after the deduction of the fair value of the assets of the Pensions Plan.<br />

Employee benefits, other than pension plans, namely post retirement health care benefits and death before retirement benefits are also included in the benefits plans<br />

calculation.<br />

Costs arising from early retirements, as well as the corresponding actuarial gains and losses are recognized in the income statement on the year in which the early<br />

retirement is approved and announced.<br />

Under the ‘corridor’ method, actuarial gains and losses not recognized, exceeding 10% of the greater of the present value of the defined benefit obligation and the<br />

fair value of plan assets, are recognized in the income statement over a period of 20 years, corresponding to the expected remaining working life of the employees<br />

participating in the plan.<br />

The funding policy of the Plan is to make annual contributions by the Bank so as to cover the projected benefits obligations, including the non-contractual projected<br />

benefits. The minimum level required is 100% regarding the liability with pensioners and 95% regarding the employees in service.<br />

Defined contributions plans<br />

For the defined Contributions Plan for the Complementary non-contractual retirement benefit attributable to the employees of the Bank, obligations are recognised<br />

as an expense in profit and loss when they are due.<br />

Share based compensation plan (stock options)<br />

As at 31 of December 2008, there are no share based compensation plans in force.<br />

Variable remuneration paid to employees<br />

The Executive Board of Directors decides on the most appropriate criteria of allocation among employees.<br />

This variable remuneration is charged to income statement in the year to which it relates.<br />

w) Income tax<br />

Income tax on the income for the year comprises current and deferred tax effects. Income tax is recognized in the income statement, except to the extent that it<br />

relates to items recognized directly to reserves in which case it is recognized in reserves. Deferred taxes arising from the revaluation of financial assets available for<br />

sale and cash flow hedging derivatives are recognized in shareholders’ equity and are recognized in the profit and loss in the period the results that originated the<br />

deferred taxes are recognized.<br />

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any<br />

adjustment to tax payable in respect of previous years.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 153<br />

Deferred taxes are calculated in accordance with the liability method based on the balance sheet, considering temporary differences, between the carrying amounts<br />

of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes using the tax rates approved or substantially approved at balance<br />

sheet date for each jurisdiction and that is expected to be applied when the temporary difference is reversed.<br />

Deferred taxes assets are recognized to the extent when it is probable that future taxable profits, will be available to absorb deductible temporary differences for<br />

taxation purposes (including reportable taxable losses).<br />

The Bank compensates, as established in IAS 12, paragraph 74 the deferred tax assets and liabilities if, and only if: (i) has a legally enforceable right to set off current<br />

tax assets against current tax liabilities; and (ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on<br />

either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and<br />

settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.<br />

x) Segmental reporting<br />

A business segment is a distinguishable component of an entity that is engaged in providing an individual product or service or a group of related products or services<br />

and that is subject to risks and returns that are different from those of other business segments.<br />

A geographical segment is a distinguishable component of an entity that is engaged in providing products or services within a particular economic environment that<br />

are subject to risks and returns that are different from those segments operating in other economic environments.<br />

Taking into consideration that the individual financial statements are present with the Group's report, in accordance with the paragraph 6 of IAS 14, the Bank is dismissed<br />

to present individual information regarding Segmental Reporting.<br />

y) Provisions<br />

Provisions are recognised when (i) the Bank has a present obligation (legal or resulting from past practices or published policies that imply the recognition of certain<br />

responsibilities), (ii) it is probable that an outflow of economic benefits will be required to settle a present legal or constructive obligation as a result of past events<br />

and (iii) a reliable estimate can be made of the amount of the obligation.<br />

Provisions are reviewed at each balance sheet date and adjusted to reflect the best estimate, being reverted through profit and loss in the proportion of the payments<br />

that are not probable.<br />

The provisions are derecognised through their use, for the obligations for which they were initially accounted.<br />

z) Earnings per share<br />

Basic earnings per share are calculated by dividing net income available to ordinary shareholders by the weighted average number of ordinary shares outstanding<br />

during the year, excluding the average number of ordinary shares purchased by the Bank and held as treasury stock.<br />

For the diluted earnings per share, the weighted average number of ordinary shares outstanding is adjusted to consider conversion of all dilutive potencial ordinary<br />

shares, such as convertible debt and stock options granted to employees. Potential or contingent share issues are treated as dilutive when their conversion to shares<br />

would decrease net earnings per share.<br />

If the earnings per share are changed as a result of a issue with premium or discount or other event that changed the potential number of ordinary shares or as a<br />

result of changes in the accounting policies, the earnings per share for all presented periods should be adjusted retrospectively.<br />

aa) Critical accounting estimates and fudgements in applying accounting policies<br />

IFRS set forth a range of accounting treatments and require the Executive Board of Directors and management to apply judgment and make estimates in deciding<br />

which treatment is most appropriate. The Executive Board of Directors was elected on 15 of January 2008 and the judments and estimates used, were based in the<br />

information, gathered from the internal analyses and the contacts with CMVM and Bank of Portugal during the course of the current supervisiory activities. The most<br />

significant of these accounting policies are discussed in this section in order to improve understanding of how their application affects the Bank’s reported results and<br />

related disclosure.<br />

Considering that in some cases there are several alternatives to the accounting treatment chosen by management, the Bank’s reported results would differ if a<br />

different treatment were chosen. Management believes that the choices made are appropriate and that the financial statements present the Bank’s financial position<br />

and results fairly in all material aspects.<br />

The alternative outcomes discussed below are presented solely to assist the reader in understanding the financial statements and are not intended to suggest that<br />

other alternatives or estimates would be more appropriate.<br />

Impairment of available for-sale equity investments<br />

The Bank determines that available-for-sale equity investments are impaired when there has been a significant or prolonged decline in the fair value below its acquisition<br />

cost. This determination of what is significant or prolonged requires judgement. In making this judgement, the Bank evaluates among other factors, the volatility in price<br />

of the financial assets.<br />

In addition, valuations are generally obtained through market quotation or valuation models that may require assumptions or judgment in making estimates of fair<br />

value.<br />

Alternative methodologies and the use of different assumptions and estimates could result in a higher level of impairment losses recognised with a consequent<br />

impact in the income statement of the Bank.


154 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

Impairment losses on loans and advances<br />

The Bank reviews its loan portfolios to assess impairment losses on a regularly basis, as described in note 1b).<br />

The evaluation process in determining whether an impairment loss should be recorded in the income statement is subject to numerous estimates and judgments.<br />

The frequency of default, risk ratings, value of associated collaterals, recovery rates and the estimation of both the amount and timing of future cash flows, among<br />

other things, are considered in making this evaluation.<br />

Alternative methodologies and the use of different assumptions and estimates could result in a different level of impairment losses with a consequent impact in the<br />

income statement of the Bank.<br />

Fair value of derivatives<br />

Fair values are based on listed market prices if available; otherwise fair value is determined either by dealer price quotations (both for that transaction or for similar<br />

instruments traded) or by pricing models, based on net present value of estimated future cash flows which take into account market conditions for the underlying<br />

instruments, time value, yield curve and volatility factors. These pricing models may require assumptions or judgments in estimating their values.<br />

Consequently, the use of a different model or of different assumptions or judgments in applying a particular model could produce different financial results for a<br />

particular period.<br />

Securitisations and special purpose entities<br />

The Bank sponsors the formation of special purpose entities (SPE's) primarily for asset securitisation transactions and for liquidity purposes and for capital management.<br />

The Bank does not consolidate SPE's that it does not control. As it can sometimes be difficult to determine whether the Bank does control a SPE, it makes judgements<br />

about its exposure to the risks and rewards, as well as about its ability to make operational decisions for the SPE in question.<br />

The determination of the SPE that needs to be consolidated by the Bank requires the use of estimates and assumptions in determining the respective expected residual<br />

gains and losses and which party retains the majority of such residual gains and losses. Different estimates and assumptions, as for example for credit risks, antecipated<br />

liquidation and interest rate, could lead the Bank to a different scope of consolidation with a direct impact in net income.<br />

Accordingly, the securitization operations NovaFinance n. 4 and Magellan n. 5 were not derecognised in the Bank's financial statements.<br />

The Bank derecognised the following SPEs also resulted from operations of securitization: NovaFinance n. 3, Magellan n. 1, 2, 3 and 4. For these SPEs, the Bank<br />

concludes that the main risks and benefits were substancially transferred, as the Bank do not detain any security issued by the referred SPEs. Additionally the Bank is<br />

not assuming any risk regarding the performance of the credit portfolios.<br />

Income taxes<br />

To determine the income tax charge, significant interpretations and estimates were required. There are many transactions and calculations for which the ultimate tax<br />

determination is uncertain during the ordinary course of business.<br />

Different interpretations and estimates would result in a different level of income taxes, current and deferred, recognised in the year.<br />

The Tax Authorities are entitled to review the Bank’s determination of its annual taxable earnings, for a period of four years or six years in case there are tax losses<br />

brought forward. Hence, it is possible that some additional taxes may be assessed, mainly as a result of differences in interpretation of the tax law. However, the Executive<br />

Board of Directors of the Bank is confident that there will be no further material tax assessments within the context of the financial statements.<br />

Pension and other employees’ benefits<br />

Determining pension liabilities requires the use of assumptions and estimates, including the use of actuarial projections, estimated returns on investment, and other<br />

factors that could impact the cost and liability of the pension plan.<br />

Changes in these assumptions could materially affect these values.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 155<br />

2. Net interest income and net gains arising from trading, hedging and available for sale activities<br />

IFRS requires separate disclosure of net interest income and net gains from trading, hedging and available for sale (AFS) activities, as presented in notes 3, 6 and 7.<br />

A particular business activity can generate impact in net interest income and net gains arising from trading, hedging and AFS activities. This required disclosure, however,<br />

does not demonstrate that net interest margin and net gains from trading, hedging and AFS activities are generated by a range of different business activities.<br />

The amount of this account is comprised of:<br />

Euros '000<br />

2008<br />

2007<br />

Net interest income 1,051,836 921,3<strong>09</strong><br />

Net gains from trading, hedging and AFS activities (243,005) 146,836<br />

808,831 1,068,145<br />

3. Net interest income<br />

The amount of this account is comprised of:<br />

2008<br />

2007<br />

Interest and similar income<br />

Interest on loans and advances 3,174,949 2,637,924<br />

Interest on trading securities 51,920 43,364<br />

Interest on other financial assets valued<br />

at fair value through profit and loss account 19,103 -<br />

Interest on available for sale securities 292,9<strong>09</strong> 201,870<br />

Interest on held to maturity securities 12,425 -<br />

Interest on hedging derivatives 20,768 27,666<br />

Interest on derivatives associated to financial instruments<br />

through profit and loss account 13,575 2,921<br />

Interest on deposits and other investments 620,465 636,466<br />

4,206,114 3,550,211<br />

Interest expense and similar charges<br />

Interest on deposits and inter-bank funding 2,270,772 2,107,594<br />

Interest on securities issued 687,474 449,017<br />

Interest on hedging derivatives 36,541 46,266<br />

Interest on derivatives associated to financial instruments through<br />

profit and loss account 41,291 7,301<br />

Interest on other financial liabilities valued at fair value trhough profit and loss 118,200 18,724<br />

3,154,278 2,628,902<br />

Net interest income 1,051,836 921,3<strong>09</strong><br />

Euros '000<br />

The balance Interest on loans and advances includes the amount of Euros 22,877,000 (2007: Euros 21,763,000) related to commissions which are accounted under<br />

the effective interest method, as referred in the accounting policy, note 1 b).


156 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

4. Dividends from equity instruments<br />

The amount of this account is comprised of:<br />

Euros '000<br />

2008<br />

2007<br />

Dividends from available for sale securities 22,568 20,266<br />

Dividends from subsidiaries and associated companies 587,121 325,210<br />

6<strong>09</strong>,689 345,476<br />

The balance Dividends from available for sale securities corresponds to dividends received during the year.<br />

The balance Dividends from subsidiaries and associated companies includes the amount of Euros 175,971,000 related to the distribution, at 31 January 2008, by <strong>BCP</strong><br />

Participações Financeiras, S.G.P.S., Sociedade Unipessoal, Lda of net income, reserves and retained earnings. The referred balance also includes the amount of Euros<br />

232,482,000 related to dividends received from subsidiaries and associated companies that were transferred to Banco Comercial Português, S.A. following the merge<br />

with <strong>BCP</strong> Participações Financeiras, S.G.P.S., Sociedade Unipessoal, Lda, as referred in note 44.<br />

5. Net fees and commission income<br />

The amount of this account is comprised of:<br />

Euros '000<br />

2008<br />

2007<br />

Fees and commissions income:<br />

From guarantees 65,652 66,961<br />

From credit and commitments 249 305<br />

From banking services 327,679 291,395<br />

From other services 167,459 202,541<br />

561,039 561,202<br />

Fees and commissions expenses:<br />

From guarantees 222 178<br />

From banking services 74,429 177,593<br />

From other services 23,212 32,968<br />

97,863 210,739<br />

Net fees and commission income 463,176 350,463<br />

The balance Commissions expenses from banking services included, as at 31 December 2007, the amount of Euros 88,694,000 related to the costs incurred with<br />

the Public Tender Offer for the acquisition of BPI, S.A. The referred amounts were recognized in net income for the year following the fact that the Public Tender Offer<br />

was unsuccessful, as established in IFRS 3.<br />

This caption also included, as at 31 December 2007, the amount of Euros 14,500,000 related to the costs incurred with the merger negotiations with BPI, S.A., during<br />

the fourth quarter of 2007.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 157<br />

6. Net gains / (losses) arising from trading and hedging activities<br />

The amount of this account is comprised of:<br />

Euros '000<br />

2008<br />

2007<br />

Gains arising on trading and hedging activities:<br />

Foreign exchange activity 2,195,979 1,137,364<br />

Financial instruments associated to transactions booked at fair value through profit and loss<br />

Held for trading<br />

Securities 26,769 8,425<br />

Derivatives associated to financial instruments through profit and loss 133,087 30,262<br />

Other financial instruments derivatives 3,314,258 1,468,106<br />

Other financial instruments through profit and loss 20,186 21,748<br />

Headging accounting<br />

Hedging derivatives 422,281 143,808<br />

Hedged item 60,761 29,646<br />

Other activity 6,486 8,114<br />

6,179,807 2,847,473<br />

Losses arising on trading and hedging activities:<br />

Foreign exchange activity 2,230,843 1,061,590<br />

Financial instruments associated to transactions booked at fair value through profit and loss<br />

Held for trading<br />

Securities 20,035 17,680<br />

Derivatives associated to financial instruments through profit and loss 82,235 29,522<br />

Other financial instruments derivatives 3,240,972 1,446,599<br />

Other financial instruments through profit and loss 48,776 5,822<br />

Headging accounting<br />

Hedging derivatives 339,362 150,919<br />

Hedged item 161,384 46,430<br />

Other activity 1,051 3,833<br />

6,124,658 2,762,395<br />

Net gains / (losses) arising from trading and hedging activities 55,149 85,078<br />

The balance Net gains / (losses) arising from trading and hedging activities, includes for the year ended at 31 December 2008, for the financial instruments through<br />

profit and loss, the amount of Euros 40,036,000 (2007: Euros 6,958,000) which reflects the fair value changes arising from changes in the credit risk (spread) of<br />

operations.<br />

The caption Net gains / (losses) arising from trading and hedging activities - Financial instruments associated to transactions booked at fair value through profit and<br />

loss account - held for trading - other financial instruments derivatives also includes the amount of Euros 118.400.000 resulting from the discontinuance of an interest<br />

rate hedging relationship of a mortgage backed bond issue due to the break of its effectiveness. The discontinuance was decided in accordance with paragraph 91,<br />

c) of IAS 39.


158 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

7. Net gains / (losses) arising from available for sale financial assets<br />

The amount of this account is comprised of:<br />

Euros '000<br />

2008<br />

2007<br />

Gains arising from available for sale financial assets 5,892 183,464<br />

Losses arising from available for sale financial assets (304,046) (121,706)<br />

Net gains / (losses) arising from available for sale financial assets (298,154) 61,758<br />

The value Losses arising from available for sale financial assets includes, for 2008, the amount of Euros 268,076,000 (2007: Euros 79,838,000) related with impairment<br />

losses for the investment held in Banco BPI S.A. recognized as a result of a significative decrease in the share price of this entity, during 2008, and whose recognition<br />

was made in accordance with the accounting policy described in note 1 c).<br />

As referred in note 21 and 40, Banco Comercial Português S.A. established in December 2008 a contract for the sale of 87,214,836 shares, or 9.69%, of Banco BPI.<br />

As a result of the execution of this contract Banco Comercial Português ceased to hold a qualified position in Banco BPI, S.A.<br />

The balance Gains arising from available for sale financial assets includes, for 2007, the amounts of Euros 173,321,000 related with the gains arising from the sale of<br />

shares of EDP - Energias de Portugal, as referred in notes 21 and 40. About 13,256,894 of the 73,256,894 shares included in this agreement, were sold to <strong>BCP</strong> Group<br />

Pension Fund. The remain shares were sold in the market.<br />

8. Other operating income<br />

The amount of this account is comprised of:<br />

Euros '000<br />

2008<br />

2007<br />

Operating income<br />

Income from services 41,721 46,254<br />

Cheques and others 23,300 27,826<br />

Other operating income 33,108 68,601<br />

98,129 142,681<br />

Operating costs<br />

Indirect taxes 3,922 2,782<br />

Donations and quotizations 4,510 5,980<br />

Other operating expenses 9,873 14,216<br />

18,305 22,978<br />

79,824 119,703<br />

9. Staff costs<br />

The amount of this account is comprised of:<br />

Euros '000<br />

2008<br />

2007<br />

Remunerations 341,766 390,239<br />

Mandatory social security charges 176,412 272,754<br />

<strong>Vol</strong>untary social security charges 37,687 13,073<br />

Other staff costs 4,696 22,585<br />

560.561 698.651<br />

As referred in note 45, the balance Mandatory social security charges includes, for 2008, the amount of Euros 7,789,000 (2007: Euros 43,796,000) related to early<br />

retirements during the year and the amount of Euros 137,933,000 (2007: Euros 84,588,000) related to the pension cost for the year.<br />

For the exercise of its functions, members of the Executive Board of Directors did not received remunerations besides those that are communicated. Therefore,<br />

considering that the remuneration of members of the Executive Board of Directors intend to compensate the functions that are performed directly in the Bank and<br />

all other functions on subsidiaries or other companies for which they have been designated by indication or representing the Bank, in the later case, the net amount<br />

of the remunerations annualy received by each member are deducted to the fixed annual remuneration.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 159<br />

The remunerations paid to the members of the Executive Board of Directors in 2008 amounted to Euros 3,413,000 (2007: Euros 4,710,000), with Euros 367,000<br />

paid by subsidiaries or companies whose governing bodies represent interests in the Group. During 2008 no variable remuneration was attributed to the members<br />

of the Executive Board of Directors.<br />

During 2008, the costs with Social Security and the contributions to the Pension Fund for members of the Executive Board of Directors amounted to Euros 1,031,000<br />

(2007: Euros 6,518,000).<br />

Considering that some members of the Executive Board of Directors were Directors of the Bank and other companies of the Group during 2007 and until their<br />

election in 2008, fixed and variable remunerations were paid to them in the amount of Euros 1,001,000, the variable part being related to 2007.<br />

During the year of 2007, the Group accounted in staff costs the amount of Euros 78,864,000 related to liabilities with the retirement of the members of the Executive<br />

Board of Directors, occurred during the year. Additionally there was a termination of the contracts with three former Board members at 31 December 2007, for<br />

which the Group paid the amount of Euros 18,700,000 as a compensation for the contract's conditions. Considering the amount provisioned and/or financed until<br />

that date regarding pension liabilities, the impact in the net income for the year was Euros 12,770,000, which was compensated by the reversal of the accrual of the<br />

attributable pluriannual variable remunerations. Regarding the retirement and termination of the employment contracts of the former members of the Executive Board<br />

of Directors, curtailment costs in the amount of Euros 16,633,000 were accounted for in 2007.<br />

The average number of employees by professional category, at service in the Bank, is analysed as follows by category:<br />

2008<br />

2007<br />

Management 1,181 1,138<br />

Managerial staff 1,889 1,924<br />

Staff 3,194 3,177<br />

Other categories 4,011 4,121<br />

10,275 10,360<br />

10. Other administrative costs<br />

The amount of this account is comprised of:<br />

Euros '000<br />

2008<br />

2007<br />

Water, electricity and fuel 12,918 11,330<br />

Consumables 4,915 5,355<br />

Rents 49,<strong>09</strong>5 47,289<br />

Communications 21,491 22,425<br />

Travel, hotel and representation costs 11,812 17,426<br />

Advertising 21,843 22,281<br />

Maintenance and related services 19,665 19,366<br />

Credit cards and mortgage 10,914 9,178<br />

Advisory services 19,672 33,803<br />

Information technology services 12,025 12,501<br />

Outsourcing 160,262 174,599<br />

Other specialised services 13,657 13,254<br />

Training costs 1,978 2,363<br />

Insurance 7,432 9,190<br />

Legal expenses 5,641 9,457<br />

Transports 9,008 9,975<br />

Other supplies and services 16,594 13,934<br />

398,922 433,726<br />

The balance Rents, includes the amount of Euros 44,402,000 (2007: Euros 42,688,000), related to rents paid regarding buildings used by the Bank as leaser.


160 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

11. Depreciation<br />

The amount of this account is comprised of:<br />

Euros '000<br />

2008<br />

2007<br />

Intangible assets:<br />

Software 2,741 1,799<br />

Other intangible assets 24 92<br />

2,765 1,891<br />

Property and equipment:<br />

Land and buildings 29,700 34,599<br />

Equipment<br />

Furniture 3,219 3,617<br />

Office equipment 184 233<br />

Computer equipment 9,726 4,467<br />

Interior installations 2,615 3,449<br />

Motor vehicles 341 664<br />

Security equipment 2,243 2,700<br />

Other tangible assets 13 8<br />

48,041 49,737<br />

50,806 51,628<br />

12. Loans impairment<br />

The amount of this account is comprised of:<br />

Euros '000<br />

2008<br />

2007<br />

Loans and advances to credit institutions:<br />

For overdue loans and credit risks<br />

Impairment for the year 103 47<br />

Loans and advances to customers:<br />

For overdue loans and credit risks<br />

Impairment for the year 493,608 387,919<br />

Write-back for the year (14) (495)<br />

Recovery of loans and interest charged-off (80,225) (134,632)<br />

413,369 252,792<br />

413,472 252,839<br />

The balance Impairment for the year is related to an estimate of the incurred losses determined according with the methodology, as described in note 1 b).


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 161<br />

13. Other provisions<br />

The amount of this account is comprised of:<br />

2008<br />

2007<br />

Provision for credit risks<br />

Charge for the year 3,300 44,287<br />

Write-back for the year (66,697) (4,155)<br />

Provision for country risk<br />

Charge for the year 89,124 9,122<br />

Write-back for the year (2,550) (774)<br />

Other provisions for liabilities and charges<br />

Charge for the year 24,369 50,963<br />

Write-back for the year (45,569) (5,651)<br />

1,977 93,792<br />

Euros '000<br />

The balance Provision for country risk - Charge for the year includes the amount of Euros 72,847,000 related to loans and advances to entities residents in Angola,<br />

Turkey and Belize, in accordance with the increase in the volume of transactions with entities of these countries.<br />

14. Gains from the sale of subsidiaries and other assets<br />

The amount of this account is comprised of:<br />

Euros '000<br />

2008<br />

2007<br />

Sale of subsidiaries (253) (807)<br />

Sale of other assets (16,910) (3,237)<br />

(17,163) (4,044)<br />

The balance Sale of other assets corresponds to gains arising from the sale of buildings.<br />

15. Income tax<br />

The charge for the years of 2008 and 2007 is comprised as follows:<br />

Euros '000<br />

2008<br />

2007<br />

Current tax (16,567) 16,871<br />

Deferred tax<br />

Temporary diferences 97,978 (42,201)<br />

Effect of changes in tax rate 5,108 2,731<br />

Tax losses utilized (66,463) -<br />

36,623 (39,470)<br />

20,056 (22,599)<br />

The charge for income tax amounted to Euros 20,056,000 (2007: Euros 22,599,000), which represents an average tax rate of 4.3% of the net income before income<br />

tax (2007: -7.1%).<br />

The balance Deferred tax - Temporary differences includes the recognition of deferred taxes related to taxable provisions of the year. It also includes the effect of<br />

the deduction of the dividends that were distributed this year, but made available on the previous year.


162 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

The main adjustments made to the accounting profit for the calculation of the net taxable profit arising from timing differences are as follows:<br />

– Loan impairment which, under the applicable legislation, was not considered for tax purposes in the current year, in the amount of Euros 208,564,928 (2007: Euros<br />

198,879,000), and will be deductible in future years when the losses are realised;<br />

– The difference between the charges of the year, which will be allowable for tax purposes in future periods, and the costs with early retirements accounted for prior<br />

years, which are deductible in the calculation of the net taxable income for the year, in accordance with apllicable tax regulations. The net amount to be deducted to<br />

taxable income is Euros 82,027,000 (2007: Euros 62,533,000);<br />

– Deduction of dividends distributed in the year, but made available on the previous year, in the amount of Euros 80,100,000;<br />

– Deduction of profits of not resident companies, added in previous years for the purposes of calculating the net taxable income, which were distributed during the<br />

year, in the amount of Euros 79,556,000 (2007: increase of Euros 38,499,000);<br />

The main adjustments to net income to calculate the net taxable income, with a permanent nature, are as follows:<br />

– Dividends received which are not considered for calculating the net taxable profit, under the double taxation agreements, in the amount of Euros 599,153,000 (2007:<br />

Euros 335,312,000);<br />

– Charges on pensions in excess of the limit on staff costs in accordance with applicable law, in the amount of Euros 29,639,000;<br />

– Deduction in the calculation of the net taxable profit of the tax benefits related to the granting of employment to young people, in the amount of Euros 4,151,000<br />

(2007: Euros 3,570,000);<br />

The difference between the applicable nominal income tax rate and the average effective rate results from the adjustments considered in the calculation of the taxable<br />

income, under the current legislation.<br />

The reconciliation of the standard tax rate to the effective tax rate is analysed as follows:<br />

2008<br />

2007<br />

% Euros ‘000 % Euros ‘000<br />

Profit before income taxes 471,239 316,245<br />

Current tax rate 26.5% (124,878) 26.5% (83,805)<br />

Non deductible expenses (i) 9.6% (45,323) 10.6% (33,622)<br />

Tax exempt income (ii) -34.2% 161,386 -45.8% 144,983<br />

Fiscal incentives (iii) -0.2% 1,100 -0.3% 946<br />

Utilization of losses brought forward 0.0% (136) 2.1% (6,608)<br />

Tax rate effect (iv) 1.1% (5,108) 0.9% (2,731)<br />

Previous years corrections 1.3% (6,060) -1.3% 4,085<br />

Autonomous tax (v) 0.2% (1,037) 0.2% (649)<br />

4.3% (20,056) -7.1% 22,599<br />

References :<br />

(i) Corresponds to tax associated to non deductible provisions in accordance with the applicable legislation;<br />

(ii) Tax associated with dividends received which are not considered under the double taxation agreement, in the amount of Euros 599,153,000 (Tax: Euros<br />

158,775.000);<br />

(iii) Includes tax benefits resulting from granting employment to people under the age of 30 in the amount of Euros 4,155,000 (Tax: Euros 1,100,000);<br />

(iv) The difference between the tax associated to the temporary differences and the tax applicable to losses brought forward;<br />

(v) Corresponds to autonomous taxation, according with the current legislation, of representation and non-deductible vehicle costs.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 163<br />

For the years 2008 and 2007, the amount of deferred taxes in the Income Statement is attributable to temporary differences arising from the following balances:<br />

2008 2007<br />

Euros '000<br />

Intangible assets 185 1,400<br />

Tangible assets 142 691<br />

Provisions 72,223 (19,144)<br />

Pensions (3,024) (86,462)<br />

Derivatives - 41,161<br />

Tax losses utilized (66,463) -<br />

Others 33,560 22,884<br />

Deferred taxes 36,623 (39,470)<br />

16. Earnings per share<br />

The earnings per share are calculated as follows:<br />

2008 2007<br />

Euros ’000<br />

Profit for the year 451,183 338,844<br />

Weighted average number of ordinary shares 4,461,172,816 4,013,206,594<br />

Basic earnings per share (euros) 0.10 0.08<br />

Diluted earnings per share (euros) 0.10 0.08<br />

In May 2008, following the decision of the General Assembly of Shareholders, Banco Comercial Português, S.A. increased its share capital from Euros 3,611,329,567<br />

to Euros 4,694,600,000 through the issue of 1,083,270,433 shares pursuant to the exercise of shareholders proportional rights with a nominal value of 1 Euro per<br />

share and a subscription price of 1.2 Euro per share. This fact was also considered when doing the average number of shares for the calculation of the basic and diluted<br />

earnings per share.<br />

The average number of shares indicated above, results from the number of existing shares at the beginning of each year, adjusted by the number of shares repurchased<br />

or issued in the period weighted by a time factor.<br />

17. Cash and deposits at central banks<br />

This balance is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Cash 400,631 420,188<br />

Central banks 646,143 921,282<br />

1,046,774 1,341,470<br />

The balance Central banks includes deposits with the Central Bank to satisfy the legal requirements to maintain a cash reserve for which the value is based on the<br />

value of deposits and other liabilities. The cash reserve requirements, acording with the European Central Bank System for Euro Zone, establishes the maintenance<br />

of a deposit with the Central Bank equivalent to 2% of the average value of deposits and other liabilities, during each reserve requirement period.


164 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

18. Loans and advances to credit institutions repayable on demand<br />

This balance is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Credit institutions in Portugal 740 1,107<br />

Credit institutions abroad 441,480 793,333<br />

Amounts due for collection 529,113 553,127<br />

971,333 1,347,567<br />

The balance Amounts due for collection represents essentially cheques due for collection on other financial institutions.<br />

19. Other loans and advances to credit institutions<br />

This balance is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Bank of Portugal 350,020 1,400,156<br />

Credit institutions in Portugal 4,311,002 3,756,534<br />

Credit institutions abroad 5,194,866 8,071,718<br />

9,855,888 13,228,408<br />

Overdue loans - less than 90 days 10,186 -<br />

9,866,074 13,228,408<br />

Impairment for credit risk (103) -<br />

9,865,971 13,228,408<br />

This balance is analysed by the period to maturity, as follows:<br />

2008 2007<br />

Euros ’000<br />

Up to 3 months 5,316,669 8,340,379<br />

3 to 6 months 353,299 787,187<br />

6 to 12 months 859,770 1,958,133<br />

1 to 5 years 2,659,<strong>09</strong>5 924,512<br />

More than 5 years 667,055 1,218,197<br />

Undetermined 10,186 -<br />

9,866,074 13,228,408<br />

Impairment for credit risks in credit institutions for the Bank is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Impairment for credit risks in credit institutions<br />

Balance on 1 January - -<br />

Transfers - (47)<br />

Impairment for the year 103 47<br />

Balance on 31 December 103 -


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 165<br />

20. Loans and advances to customers<br />

This balance is analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Public sector 525,024 647,158<br />

Asset-backed loans 27,758,581 24,714,326<br />

Personal guaranteed loans 14,026,236 11,389,174<br />

Unsecured loans 3,435,560 3,060,547<br />

Foreign loans 3,752,803 3,298,893<br />

Factoring 1,541,003 1,402,308<br />

Finance leases 4,732,933 4,429,590<br />

55,772,140 48,941,996<br />

Overdue loans - less than 90 days 100,634 46,1<strong>09</strong><br />

Overdue loans - more than 90 days 421,707 261,719<br />

56,294,481 49,249,824<br />

Impairment for credit risk (621,245) (417,449)<br />

55,673,236 48,832,375<br />

As at 31 December 2008, the balance Loans and advances to customers includes the amount of Euros 3,708,740,000 (2007: Euros 2,667,661,000) regarding mortgage<br />

loans which are a collateral for asset-back securities issued in 2008 by the Bank, as referred in note 44.<br />

The analysis of loans and advances to customers, by type of credit, is as follows:<br />

2008 2007<br />

Loans not represented by securities<br />

Discounted bills 1,299,922 1,4<strong>09</strong>,016<br />

Current account credits 4,872,000 4,754,359<br />

Overdrafts 1,801,393 1,277,080<br />

Loans 18,659,663 17,501,189<br />

Mortgage loans 20,189,449 18,168,454<br />

Factoring 1,541,003 1,402,308<br />

Finance leases 4,732,933 4,429,590<br />

53,<strong>09</strong>6,363 48,941,996<br />

Loans represented by securities<br />

Commercial paper 2,487,178 -<br />

Bonds 188,599 -<br />

2,675,777 -<br />

55,772,140 48,941,996<br />

Overdue loans - less than 90 days 100,634 46,1<strong>09</strong><br />

Overdue loans - more than 90 days 421,707 261,719<br />

56,294,481 49,249,824<br />

Impairment for credit risk (621,245) (417,449)<br />

55,673,236 48,832,375<br />

Euros ’000<br />

The balance Loans represented by securities includes, as at 31 December 2008, the amount of Euros 1,431,413,000 related to non derivatives financial assets (bonds<br />

and commercial paper) reclassified during 2008 from Financial assets available for sale to Loans and advances to customers, as referred in note 21.


166 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

The analysis of loans and advances to customers by sector of activity is as follows:<br />

Euros ’000<br />

2008 2007<br />

Agriculture 570,528 471,289<br />

Mining 257,845 159,607<br />

Food, beverage and tobacco 594,241 522,831<br />

Textiles 610,667 655,392<br />

Wood and cork 292,218 284,418<br />

Printing and publishing 322,728 277,449<br />

Chemicals 1,041,665 903,331<br />

Engineering 1,048,363 956,870<br />

Electricity, water and gas 896,572 572,192<br />

Construction 4,260,491 3,821,317<br />

Retail business 1,871,379 1,738,737<br />

Wholesale business 2,570,882 2,629,257<br />

Restaurants and hotels 1,142,751 985,705<br />

Transports and communications 1,612,775 1,260,552<br />

Services 12,988,155 9,691,442<br />

Consumer credit 3,103,274 3,084,660<br />

Mortgage credit 18,591,761 17,272,476<br />

Other domestic activities 920,879 873,2<strong>09</strong><br />

Other international activities 3,597,307 3,089,<strong>09</strong>0<br />

56,294,481 49,249,824<br />

Impairment for credit risk (621,245) (417,449)<br />

55,673,236 48,832,375<br />

The analysis of loans and advances to customers, by maturity date and by sector of activity as at 31 December, 2008, is as follows:<br />

Loans<br />

Euros ’000<br />

Due whitin 1 year to Over Undetermined<br />

1 year 5 years 5 years maturity Total<br />

Agriculture 212,615 125,468 228,455 3,990 570,528<br />

Mining 136,501 54,649 64,534 2,161 257,845<br />

Food, beverage and tobacco 383,926 101,700 106,119 2,496 594,241<br />

Textiles 330,035 85,579 166,268 28,785 610,667<br />

Wood and cork 199,312 38,930 46,289 7,687 292,218<br />

Printing and publishing 166,658 84,854 68,779 2,437 322,728<br />

Chemicals 571,436 227,351 239,906 2,972 1,041,665<br />

Engineering 544,360 189,964 289,717 24,322 1,048,363<br />

Electricity, water and gas 192,397 46,172 657,892 111 896,572<br />

Construction 2,261,368 1,055,130 875,788 68,205 4,260,491<br />

Retail business 919,263 396,863 533,796 21,457 1,871,379<br />

Wholesale business 1,467,457 417,283 616,334 69,808 2,570,882<br />

Restaurants and hotels 277,522 277,713 570,430 17,086 1,142,751<br />

Transports and communications 693,546 398,846 505,728 14,655 1,612,775<br />

Services 6,357,992 2,786,746 3,759,140 84,277 12,988,155<br />

Consumer credit 1,064,592 1,083,417 885,562 69,703 3,103,274<br />

Mortgage credit 33,242 153,767 18,323,838 80,914 18,591,761<br />

Other domestic activities 500,505 175,602 238,436 6,336 920,879<br />

Other international activities 657,1<strong>09</strong> 934,116 1,991,143 14,939 3,597,307<br />

16,969,836 8,634,150 30,168,154 522,341 56,294,481


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 167<br />

The analysis of loans and advances to customers, by type of credit and by maturity date as at 31 December, 2008, is as follows:<br />

Loans<br />

Euros ’000<br />

Due whitin 1 year to Over Undetermined<br />

1 year 5 years 5 years maturity Total<br />

Public sector 525,024 - - - 525,024<br />

Asset-backed loans 5,072,685 4,225,050 18,460,846 260,921 28,019,502<br />

Personal guaranteed loans 5,422,213 4,756 8,599,267 136,727 14,162,963<br />

Unsecured loans 3,435,560 - - 1<strong>09</strong>,766 3,545,326<br />

Foreign loans 957,693 2,611,934 183,176 14,927 3,767,730<br />

Factoring 1,541,003 - - - 1,541,003<br />

Finance leases 15,658 1,792,410 2,924,865 - 4,732,933<br />

16,969,836 8,634,150 30,168,154 522,341 56,294,481<br />

Loans and advances to customers includes the effect of traditional securitization transactions owned by SPE's consolidated under SIC 12, in accordance with the<br />

accounting policy 1 b) and synthetic securitization transactions.<br />

<strong>BCP</strong> engages mainly in the securitization of consumer loans, mortgage, commercial paper and corporate loans. The traditional and synthetic securitizations are<br />

performed through Special Purpose Entities (SPEs).<br />

The balance Loans and Advances to customers includes the following amounts related to securitization transactions, by type of transaction:<br />

Traditional Synthetic Total<br />

Euros ’000<br />

2008 2007 2008 2007 2008 2007<br />

Consumer credit 699,024 738,810 - - 699,024 738,810<br />

Mortgage credit 1,490,629 - - - 1,490,629 -<br />

Commercial Paper 510,198 - - - 510,198 -<br />

Loans to companies 1,961,842 - 2,430,546 2,762,024 4,392,388 2,762,024<br />

4,661,693 738,810 2,430,546 2,762,024 7,<strong>09</strong>2,239 3,500,834<br />

During 2008, the Bank issued three securitization transaction namely Magellan n.º 5 (Mortgage loans), Caravela SME (loans to small and medium sized companies)<br />

and Nova Finance n.º4 (Consumer credit). Considering the characteristics of these securitizations and as referred in note 1 f), these transactions were not<br />

derecognized from the Bank's financial statements.<br />

The balance Loans and advances to customers includes the following amounts related with finance leases contracts:<br />

Euros ’000<br />

2008 2007<br />

Gross value 6,2<strong>09</strong>,227 5,841,837<br />

Interest not yet due (1,476,294) (1,412,247)<br />

Net book value 4,732,933 4,429,590<br />

The analysis of the financial leasing contracts by type of client, is presented as follows:<br />

Euros ’000<br />

2008 2007<br />

Individualls<br />

Home 132,794 137,304<br />

Consumer 108,022 144,540<br />

Others 328,<strong>09</strong>7 323,071<br />

568,913 604,915<br />

Companies<br />

Mobiliary 1,361,974 1,233,928<br />

Mortgage 2,802,046 2,590,747<br />

4,164,020 3,824,675<br />

4,732,933 4,429,590<br />

Regarding the Operational Leasing, the Bank does not present significant contracts as leaser.<br />

In accordance with note 10, the balance Rents, includes as at 31 December 2008, the amount of Euros 44,402,000 (2007: Euros 42,688,000), corresponding to rents<br />

paid regarding buildings used by the Bank as leaser.


168 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

The loans portfolio includes restructured loans that have been formally negotiated with the clients, in order to reinforce collaterals, defer the maturity date or change<br />

the interest rate. The analysis of restructured loans by sector of activity is as follows:<br />

Euros ’000<br />

2008 2007<br />

Agriculture 3,822 4,832<br />

Mining 726 2,242<br />

Food, beverage and tobacco 910 1,199<br />

Textiles 9,826 10,035<br />

Wood and cork 534 493<br />

Printing and publishing 97 777<br />

Chemicals 124 282<br />

Engineering 3,246 4,777<br />

Construction 5,243 5,401<br />

Retail business 5,122 6,170<br />

Wholesale business 4,733 8,889<br />

Restaurants and hotels 1,475 3,274<br />

Transports and communications 244 599<br />

Services 10,884 24,271<br />

Consumer credit 17,916 24,118<br />

Other domestic activities 893 726<br />

65,795 98,085<br />

The analysis of overdue loans by sector of activity for the Bank is as follows:<br />

Euros ’000<br />

2008 2007<br />

Agriculture 3,990 1,957<br />

Mining 2,161 1,116<br />

Food, beverage and tobacco 2,496 6,362<br />

Textiles 28,785 14,978<br />

Wood and cork 7,687 2,192<br />

Printing and publishing 2,437 1,803<br />

Chemicals 2,972 2,2<strong>09</strong><br />

Engineering 24,322 10,920<br />

Electricity, water and gas 111 65<br />

Construction 68,205 45,448<br />

Retail business 21,457 11,183<br />

Wholesale business 69,808 46,915<br />

Restaurants and hotels 17,086 8,995<br />

Transports and communications 14,655 24,257<br />

Services 84,277 30,251<br />

Consumer credit 69,703 39,281<br />

Mortgage credit 80,914 53,570<br />

Other domestic activities 6,336 4,364<br />

Other international activities 14,939 1,962<br />

522,341 307,828


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 169<br />

The analysis of overdue loans, by type of credit, for the Bank is as follows:<br />

Euros ’000<br />

2008 2007<br />

Asset-backed loans 260,921 140,331<br />

Personal guaranteed loans 136,727 82,206<br />

Unsecured loans 1<strong>09</strong>,766 83,162<br />

Foreign loans 14,927 2,129<br />

522,341 307,828<br />

The movements of impairment for credit risk are analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Impairment for overdue loans and<br />

for other credit risks:<br />

Balance on 1 January 417,449 416,265<br />

Transfers 6,930 (26,056)<br />

Impairment for the year 493,608 387,919<br />

Write-back for the year (14) (495)<br />

Loans charged-off (296,728) (360,194)<br />

Exchange rate differences - 10<br />

Balance on 31 December 621,245 417,449<br />

If the impairment loss decreases on a subsequent period to its initial accounting and this decrease can be objectively associated to an event that occurred after the<br />

recognition of the loss, the impairment in excess is charged-off.<br />

The table below shows the analysis of the impairment for credit risk by classes of overdue loans as at 31 December, 2008:<br />

Euros ’000<br />

Classes of overdue loans<br />

Up to 3 months to 6 months 1 year to over<br />

3 months 6 months to 1 year 3 years 3 years Total<br />

Secured overdue loans 65,648 78,311 104,911 152,353 11,352 412,575<br />

Impairment 656 8,057 28,075 88,779 11,352 136,919<br />

Unsecured overdue loans 34,986 31,054 38,489 4,854 383 1<strong>09</strong>,766<br />

Impairment 350 7,763 22,050 4,854 383 35,400<br />

Total overdue loans 100,634 1<strong>09</strong>,365 143,400 157,207 11,735 522,341<br />

Total impairment for overdue loans 1,006 15,820 50,125 93,633 11,735 172,319<br />

Total impairment for overdue loans and for other credit risks 448,926<br />

Total impairment for credit risks 621,245


170 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

The analysis of the impairment, by sector of activity, is as follows:<br />

Euros ’000<br />

2008 2007<br />

Agriculture 16,294 13,041<br />

Mining 6,889 4,643<br />

Food, beverage and tobacco 10,917 6,670<br />

Textiles 19,042 14,852<br />

Wood and cork 5,706 1,554<br />

Printing and publishing 2,232 1,436<br />

Chemicals 2,713 1,445<br />

Engineering 29,714 14,902<br />

Electricity, water and gas 2,290 171<br />

Construction 50,177 29,020<br />

Retail business 22,281 9,831<br />

Wholesale business 56,184 40,728<br />

Restaurants and hotels 14,129 4,789<br />

Transports and communications 8,204 10,755<br />

Services 141,323 175,245<br />

Consumer credit 58,799 27,151<br />

Mortgage credit 81,598 58,763<br />

Other domestic activities 4,461 2,453<br />

Other international activities 88,292 -<br />

621,245 417,449<br />

The impairment for credit risk, by type of credit, is analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Asset-backed loans 364,781 130,826<br />

Personal guaranteed loans 81,203 164,908<br />

Unsecured loans 124,849 114,853<br />

Foreign loans 50,412 6,862<br />

621,245 417,449


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 171<br />

The analysis of the loans charged-off, by sector of activity, is as follows:<br />

Euros ’000<br />

2008 2007<br />

Agriculture 1,865 5,499<br />

Mining 3,255 1,245<br />

Food, beverage and tobacco 5,485 3,899<br />

Textiles 16,831 19,8<strong>09</strong><br />

Wood and cork 1,743 4,525<br />

Printing and publishing 2,927 1,690<br />

Chemicals 2,575 548<br />

Engineering 7,370 10,811<br />

Electricity, water and gas 48 579<br />

Construction 28,873 40,585<br />

Retail business 14,140 13,240<br />

Wholesale business 65,603 21,907<br />

Restaurants and hotels 4,555 3,400<br />

Transports and communications 15,923 4,214<br />

Services 37,523 66,354<br />

Consumer credit 52,561 66,429<br />

Mortgage credit 26,591 18,420<br />

Other domestic activities 5,898 43,004<br />

Other international activities 2,962 34,036<br />

296,728 360,194<br />

Loans and advances to customers are charged-off when there are no expectations, from an economic point of view, of recovering the loan amount and for collatera -<br />

lized loans, when the funds arising from the execution of the respective collaterals was already received. This charge-off is carried out for loans that are fully provided.<br />

This criteria has been applied consistently by the Bank in the previous periods.<br />

The analysis of the loans charged-off, by type of credit, is as follows:<br />

Euros ’000<br />

2008 2007<br />

Asset-backed loans 81,676 69,161<br />

Personal guaranteed loans 79,829 80,770<br />

Unsecured loans 132,261 206,043<br />

Foreign loans 2,962 4,220<br />

296,728 360,194


172 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

The analysis of recovered loans and overdue interest, during 2008 and 2007, which were charged-off during the year or in previous years, by sector of activity is as follows:<br />

Euros ’000<br />

2008 2007<br />

Agriculture 1,049 5,502<br />

Mining 2,710 1,408<br />

Food, beverage and tobacco 3,245 1,354<br />

Textiles 8,957 6,049<br />

Wood and cork 365 626<br />

Printing and publishing 1,225 900<br />

Chemicals 377 508<br />

Engineering 2,936 6,299<br />

Electricity, water and gas - 541<br />

Construction 9,367 22,416<br />

Retail business 4,312 9,700<br />

Wholesale business 11,920 12,498<br />

Restaurants and hotels 1,662 6,062<br />

Transports and communications 1,571 5,430<br />

Services 4,477 18,631<br />

Consumer credit 20,597 23,085<br />

Mortgage credit 3,672 11,005<br />

Other domestic activities 777 2,618<br />

Other international activities 1,006 -<br />

80,225 134,632<br />

The analysis of recovered loans and overdue interest during 2008 and 2007 which were charged-off during the year or in previous years, by type of credit, is as follows:<br />

Euros ’000<br />

2008 2007<br />

Asset-backed loans 23,264 32,571<br />

Personal guaranteed loans 17,721 24,883<br />

Unsecured loans 38,234 77,178<br />

Foreign loans 1,006 -<br />

80,225 134,632<br />

21. Financial assets held for trading and available for sale<br />

The balance Financial assets held for trading and available for sale is analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Bonds and other fixed income securities<br />

Issued by public entities 384,544 728,292<br />

Issued by other entities 7,716,474 3,979,440<br />

8,101,018 4,707,732<br />

Overdue securities 5,427 5,427<br />

Impairment for overdue securities (5,427) (5,427)<br />

8,101,018 4,707,732<br />

Shares and other variable income securities 879,530 1,306,127<br />

8,980,548 6,013,859<br />

Trading derivatives 1,577,259 802,548<br />

10,557,807 6,816,407<br />

The balance Trading derivatives includes the valuation of the embedded derivatives separated from the host contract in accordance with the accounting policy<br />

presented in note 1 c) in the amount of Euros 1,756,000 (31 December 2007: Euros 2,106,000).


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 173<br />

The analysis of the financial assets held for trading and available for sale by the type of asset is as follows:<br />

2008 2007<br />

Euros ’000<br />

Securities<br />

Securities<br />

Available<br />

Available<br />

Trading for sale Total Trading for sale Total<br />

Fixed income:<br />

Bonds issued by public entities<br />

Portuguese issuers 304,792 464 305,256 343,683 389 344,072<br />

Foreign issuers 32,010 - 32,010 308,215 76,005 384,220<br />

Bonds issued by other entities<br />

Portuguese issuers 107,669 871,604 979,273 141,194 1,081,375 1,222,569<br />

Foreign issuers 425,264 6,317,364 6,742,628 176,125 224,947 401,072<br />

Treasury bills and other<br />

Government bonds 47,278 - 47,278 - - -<br />

Commercial paper - - - - 2,361,226 2,361,226<br />

917,013 7,189,432 8,106,445 969,217 3,743,942 4,713,159<br />

of which:<br />

Quoted 802,410 6,313,388 7,115,798 795,917 510,189 1,306,106<br />

Unquoted 114,603 876,044 990,647 173,300 3,233,753 3,407,053<br />

Variable income:<br />

Shares in Portuguese companies - 49,266 49,266 - 428,725 428,725<br />

Shares in foreign companies - 2,661 2,661 - 465 465<br />

Investment fund units 1,575 826,028 827,603 1,515 875,388 876,903<br />

Other securities - - - - 34 34<br />

1,575 877,955 879,530 1,515 1,304,612 1,306,127<br />

of which:<br />

Quoted - 135,187 135,187 - 660,046 660,046<br />

Unquoted 1,575 742,768 744,343 1,515 644,566 646,081<br />

Impairment for overdue securities - (5,427) (5,427) - (5,427) (5,427)<br />

918,588 8,061,960 8,980,548 970,732 5,043,127 6,013,859<br />

Trading derivatives 1,577,259 - 1,577,259 802,548 - 802,548<br />

2,495,847 8,061,960 10,557,807 1,773,280 5,043,127 6,816,407<br />

The trading portfolio is recorded at fair value with changes through profit and loss, in accordance with accounting policy 1 c).<br />

As referred in the accounting policy presented in note 1 c), the available for sale securities are presented at market value with the respective fair value accounted<br />

for against fair value reserves, as referred in note 39. The negative amount of fair value reserves of Euros 64,148,000 (31 December 2007: Euros 19,414,000) is<br />

presented net of impairment losses in the amount of Euros 60,041,000 (31 December 2007: Euros 110,543,000).<br />

As referred in note 7, Banco Comercial Português S.A. made an agreement in December 2008 for the sale of 87,214,836 shares, representing 9.69%, of Banco BPI<br />

share capital. As a result of the execution of this contract Banco Comercial Português ceased to hold a qualified position in Banco BPI, S.A.<br />

The Bank analised this sale within the scope of IAS 39 with the objective of assessing the conditions for derecognition and concluded that the transaction could be<br />

qualified as a true sale. This decision was based on the following aspects: (i) existence of an irrevocable contract for the sale of the shares; (ii) transfer of all risks and<br />

rewards associated with the shares, including dividends and voting rights; (iii) communication of the transaction to supervisory authorities; and (iv) existence of a deposit<br />

in the amount of Euros 30,000,000 as a collateral.


174 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

Additionally, it is expected that the Bank grants a loan for financing the transaction in the amount corresponding to the difference between the value of the sale and<br />

Euros 50.000.000 corresponding to the amount of the deposit established as collateral and the share capital of the acquirer.<br />

During 2007, the shares held in EDP - Energias de Portugal were sold, as referred in note 7 and 40. The sale of shares held in EDP - Energias de Portugal, resulted in<br />

a write-off of provisions for impairment losses in the amount of Euros 104,257,000.<br />

During the second semester of 2008, the Bank reclassified the non derivatives financial assets from the available for sale portfolio to loans to the customers portfolio<br />

(see note 20) as referred in the accounting policy note 1 e) and in accordance with the revision occurred on IAS 39 - Financial instruments: Classification and<br />

measurement (Reclassification of financial instruments) from financial assets held for trading portfolio to financial assets available for sale and financial assets held to<br />

maturity (see note 24).<br />

This reclassification is analised as follows:<br />

Euros ’000<br />

At the reclassification date December 2008<br />

Book value Fair value Book value Fair value Difference<br />

From Financial assets held for trading to:<br />

Financial assets held to maturity (July 08) 194,855 194,855 195,053 189,906 (5,147)<br />

Financial assets held to maturity (October 08) 549,001 549,001 549,661 549,190 (471)<br />

From Financial assets available for sale to:<br />

Loans represented by securities (October 08) 156,750 156,750 153,468 136,257 (17,211)<br />

Loans represented by securities (December 08) 2,435,530 2,435,530 1,277,945 1,277,945 -<br />

2,176,127 2,153,298 (22,829)<br />

The amounts accounted in Profits and losses and in fair value reserves, in 2008 related to reclassified financial assets are analysed as follows:<br />

Euros ’000<br />

P&L<br />

Changes<br />

Fair value<br />

Fair value<br />

Interest changes Total reserves Equity<br />

At the reclassification date<br />

From Financial assets held for trading to:<br />

Financial assets held to maturity (July 08) 3,371 (5,168) (1,797) - (1,797)<br />

Financial assets held to maturity (October 08) 15,838 (8,908) 6,930 - 6,930<br />

From Financial assets available for sale to:<br />

Loans represented by securities (October 08) 3,142 - 3,142 (1,636) 1,506<br />

Loans represented by securities (December 08) 21,850 - 21,850 - 21,850<br />

Euros ’000<br />

P&L<br />

Changes<br />

Fair value<br />

Fair value<br />

Interest changes Total reserves Equity<br />

After the reclassification<br />

From Financial assets held for trading to:<br />

Financial assets held to maturity (July 08) 5,218 - 5,218 - 5,218<br />

Financial assets held to maturity (October 08) 6,437 - 6,437 - 6,437<br />

From Financial assets available for sale to:<br />

Loans represented by securities (October 08) 2,210 - 2,210 52 2,262<br />

Loans represented by securities (December 08) 9,680 - 9,680 - 9,680


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 175<br />

In 2007 the Bank recognized in profit and loss, interests and fair value changes in the amount of Euros 19,347,000 and a negative amount of Euros 1,000 respectively,<br />

and also a variation of Euros 39,000 referred to fair value reserves, related to the reclassifications occurred during 2008.<br />

If the reclassifications described previously had not occurred, the additional amounts recognized in profit and loss and in fair value reserves would be as follows:<br />

Euros ’000<br />

P&L<br />

Changes<br />

Fair value<br />

Fair value<br />

Interest changes Total reserves Equity<br />

Without considering the reclassifications<br />

From Financial assets held for trading to:<br />

Financial assets held to maturity (July 08) - (5,147) (5,147) - (5,147)<br />

Financial assets held to maturity (October 08) - (471) (471) - (471)<br />

From Financial assets available for sale to:<br />

Loans represented by securities (October 08) 52 - 52 (17,263) (17,211)<br />

Loans represented by securities (December 08) - - - - -<br />

52 (5,618) (5,566) (17,263) (22,829)<br />

The movements of the impairment of the financial asstes available for sale are analised as follows:<br />

Euros ’000<br />

2008 2007<br />

Balance on 1 January 110,543 126,587<br />

Transfers (2,700) -<br />

Impairment for the year 301,232 92,344<br />

Write-back for the year (1,120) -<br />

Loans charged-off (347,914) (108,388)<br />

60,041 110,543<br />

The Bank recognizes impairment on financial assets available for sale when there is a significant or prolonged decrease in its fair value or when there is an impact on<br />

expected future cash flows of the assets. This valuation involves judgement, in which the Bank takes into consideration among other factors, the volatility of the prices<br />

of securities.<br />

Thus, as a consequence of the low liquidity and significant volatility in financial markets in 2008, the following factors were taken into consideration in determining<br />

the existence of impairment:<br />

– Equity instruments: (i) decreases of more than 30% (20% in 2007) against the purchase price; or (ii) the market value below the purchase price for a period<br />

exceeding 12 months (6 months in 2007);<br />

– Debt instruments: when there is objective evidence of events with impact on the recoverable value of future cash flows of these assets.<br />

During 2008, as referred in note 7 and in accordance with the criteria mentioned above, impairment losses were recognized in the amount of Euros 301,232,000<br />

(31 December 2007: Euros 92,344,000), of which Euros 268,076,000 (31 December 2007: Euros 79,838,000) related to the investment held in Banco BPI, S.A.<br />

As at the year-end and in accordance with the agreement established for the sale of the position held in Banco BPI, S.A., the impairment loss recognized was realized<br />

at the selling date.


176 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

The analysis of financial assets held for trading and available for sale by maturity date as at 31 December 2008, is as follows:<br />

Due within 3 months to Over Undetermined<br />

3 months 1 year 1 year maturity Total<br />

Fixed income:<br />

Bonds issued by public entities<br />

Portuguese issuers - 229 305,027 - 305,256<br />

Foreign issuers - - 32,010 - 32,010<br />

Bonds issued by other entities<br />

Portuguese issuers - - 973,846 5,427 979,273<br />

Foreign issuers - 13,465 6,729,163 - 6,742,628<br />

Treasury bills and other Government bonds 11,304 35,974 - - 47,278<br />

11,304 49,668 8,040,046 5,427 8,106,445<br />

of which:<br />

Quoted 9,287 36,202 7,070,3<strong>09</strong> - 7,115,798<br />

Unquoted 2,017 13,466 969,737 5,427 990,647<br />

Variable income:<br />

Shares in Portuguese companies 49,266 49,266<br />

Shares in foreign companies 2,661 2,661<br />

Investment fund units 827,603 827,603<br />

879,530 879,530<br />

of which:<br />

Quoted 135,187 135,187<br />

Unquoted 744,343 744,343<br />

Impairment for overdue securities (5,427) (5,427)<br />

Euros ’000<br />

11,304 49,668 8,040,046 879,530 8,980,548<br />

The analysis of financial assets held for trading and available for sale by maturity date as at 31 December 2007, is as follows:<br />

Due within 3 months to Over Undetermined<br />

3 months 1 year 1 year maturity Total<br />

Fixed income:<br />

Bonds issued by public entities<br />

Portuguese issuers - 160,221 183,851 - 344,072<br />

Foreign issuers - 18,769 365,451 - 384,220<br />

Bonds issued by other entities<br />

Portuguese issuers - 278,354 938,788 5,427 1,222,569<br />

Foreign issuers - 1,715 399,357 - 401,072<br />

Commercial paper 1,654,466 706,760 - - 2,361,226<br />

1,654,466 1,165,819 1,887,447 5,427 4,713,159<br />

of which:<br />

Quoted - 436,483 869,623 - 1,306,106<br />

Unquoted 1,654,466 729,336 1,017,824 5,427 3,407,053<br />

Variable income:<br />

Shares in Portuguese companies 428,725 428,725<br />

Shares in foreign companies 465 465<br />

Investment fund units 876,903 876,903<br />

Other securities 34 34<br />

1,306,127 1,306,127<br />

of which:<br />

Quoted 660,046 660,046<br />

Unquoted 646,081 646,081<br />

Impairment for overdue securities (5,427) (5,427)<br />

Euros ’000<br />

1,654,466 1,165,819 1,887,447 1,306,127 6,013,859


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 177<br />

The analysis of the securities portfolio included in the financial assets held for trading and available for sale portfolios, by sector of activity, as at 31 December 2008<br />

is as follows:<br />

Euros ’000<br />

Other financial Overdue Gross<br />

Bonds Shares assets Securities Total<br />

Mining - 73 - - 73<br />

Textiles - 81 - 1,037 1,118<br />

Wood and cork - - - 126 126<br />

Printing and publishing - 3,518 - - 3,518<br />

Engineering - 2 - 187 189<br />

Electricity, water and gas - 3,003 - - 3,003<br />

Construction - 11,879 - 645 12,524<br />

Wholesale business - 1 - 63 64<br />

Restaurants and hotels - 51 - - 51<br />

Transport and communications - - - 17 17<br />

Services 7,716,474 33,319 827,603 3,352 8,580,748<br />

7,716,474 51,927 827,603 5,427 8,601,431<br />

Government and Public securities 337,266 - 47,278 - 384,544<br />

Impairment for overdue securities - - - (5,427) (5,427)<br />

8,053,740 51,927 874,881 - 8,980,548<br />

The analysis of the securities portfolio included in the financial assets held for trading and available for sale portfolios, by sector of activity, as at 31 December 2007<br />

is as follows:<br />

Euros ’000<br />

Other financial Overdue Gross<br />

Bonds Shares assets Securities Total<br />

Agriculture - - 23,485 - 23,485<br />

Mining 835 74 2,650 - 3,559<br />

Food, beverage and tobacco - 1 53,614 - 53,615<br />

Textiles 868 81 34,741 1,037 36,727<br />

Wood and cork - - 13,540 126 13,666<br />

Printing and publishing - 9,464 25,535 - 34,999<br />

Chemicals - - 23,665 - 23,665<br />

Engineering - 1,540 47,261 187 48,988<br />

Electricity, water and gas 4,815 - 304,002 - 308,817<br />

Construction - 158 76,118 645 76,921<br />

Retail business - - 30,321 - 30,321<br />

Wholesale business 907 - 190,904 63 191,874<br />

Restaurants and hotels - 51 17,452 - 17,503<br />

Transport and communications 100,431 - 49,790 17 150,238<br />

Services 1,510,358 417,821 2,345,085 3,352 4,276,616<br />

1,618,214 429,190 3,238,163 5,427 5,290,994<br />

Government and Public securities 728,292 - - - 728,292<br />

Impairment for overdue securities - - - (5,427) (5,427)<br />

2,346,506 429,190 3,238,163 - 6,013,859


178 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

The analysis of the trading derivatives by maturity as at 31 December 2008, is as follows:<br />

2008<br />

Euros ’000<br />

Notional (remaining term)<br />

Fair values<br />

Less than 3 months to More than<br />

3 months 1 year 1 year Total Assets Liabilities<br />

Interest rate Derivatives:<br />

OTC Market:<br />

Forward rate agreements - 227,000 - 227,000 565 424<br />

Interest rate Swaps 4,161,777 5,255,856 41,518,128 50,935,761 1,133,685 943,125<br />

Interest rate Options (purchase) 57,381 339,792 1,371,791 1,768,964 22,926 -<br />

Interest rate Options (sale) 57,381 339,792 1,371,791 1,768,964 - 22,925<br />

Other interest rate contracts 6,890 198,321 5,808,617 6,013,828 71,772 72,832<br />

4,283,429 6,360,761 50,070,327 60,714,517 1,228,948 1,039,306<br />

Stock Exchange transactions:<br />

Interest rate Futures 77,600 - - 77,600 - -<br />

Currency Derivatives:<br />

OTC Market:<br />

Forward exchange contract 250,522 78,990 3,617 333,129 12,413 23,173<br />

Currency Swaps 4,992,521 779,738 - 5,772,259 137,663 183,927<br />

Currency Options (purchase) 54,695 5,188 - 59,883 1,696 -<br />

Currency Options (sale) 54,<strong>09</strong>5 5,304 - 59,399 - 1,745<br />

5,351,833 869,220 3,617 6,224,670 151,772 208,845<br />

Share Derivatives:<br />

OTC Market:<br />

Shares/indexes Swaps 151,970 345,925 821,856 1,319,751 130,730 140,124<br />

Other shares/indexes contracts - - 50,000 50,000 - 6,896<br />

151,970 345,925 871,856 1,369,751 130,730 147,020<br />

Stock Exchange transactions:<br />

Shares/indexes Options (purchase) 220,000 - - 220,000 - -<br />

Shares/indexes Options (sale) 220,000 - - 220,000 - -<br />

440,000 - - 440,000 - -<br />

Credit derivatives:<br />

OTC Market:<br />

Credit Default Swaps 10,599 91,661 5,761,651 5,863,911 64,053 60,606<br />

Others credit derivatives (purchase) - - 14,286 14,286 - -<br />

Others credit derivatives (sale) 4,269 30,748 81,824 116,841 - -<br />

14,868 122,4<strong>09</strong> 5,857,761 5,995,038 64,053 60,606<br />

Total financial instruments<br />

traded in:<br />

OTC Market 9,802,100 7,698,315 56,803,561 74,303,976 1,575,503 1,455,777<br />

Stock Exchange 517,600 - - 517,600 - -<br />

Embedded derivatives 1,756 11,004<br />

10,319,700 7,698,315 56,803,561 74,821,576 1,577,259 1,466,781


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 179<br />

The analysis of the trading derivatives by maturity as at 31 December 2007, is as follows:<br />

2007<br />

Euros ’000<br />

Notional (remaining term)<br />

Fair values<br />

Less than 3 months to More than<br />

3 months 1 year 1 year Total Assets Liabilities<br />

Interest rate Derivatives:<br />

OTC Market:<br />

Interest rate Swaps 8,392,0<strong>09</strong> 14,682,816 24,356,726 47,431,551 585,889 474,575<br />

Interest rate Options (purchase) 175,827 395,950 1,217,239 1,789,016 6,969 -<br />

Interest rate Options (sale) 326,893 435,880 1,239,239 2,002,012 - 6,741<br />

8,894,729 15,514,646 26,813,204 51,222,579 592,858 481,316<br />

Stock Exchange transactions:<br />

Interest rate Futures 18,600 - - 18,600 - -<br />

Currency Derivatives:<br />

OTC Market:<br />

Forward exchange contracts 285,589 69,824 2,482 357,895 6,4<strong>09</strong> 8,768<br />

Currency Swaps 7,471,041 3,151,757 - 10,622,798 23,647 445,848<br />

Currency Options (purchase) 6,853 15,733 1,516 24,102 759 -<br />

Currency Options (sale) 6,863 15,746 1,633 24,242 - 782<br />

7,770,346 3,253,060 5,631 11,029,037 30,815 455,398<br />

Share Derivatives:<br />

OTC Market:<br />

Shares/indexes Swaps 57,055 542,320 1,033,700 1,633,075 30,757 31,126<br />

Shares/indexes Options (purchase) - 359,710 - 359,710 293 -<br />

Shares/indexes Options (sale) - 359,710 - 359,710 - 293<br />

57,055 1,261,740 1,033,700 2,352,495 31,050 31,419<br />

Credit derivatives:<br />

OTC Market:<br />

Credit Default Swaps - 119,010 7,497,718 7,616,728 4,420 5,531<br />

Others 25,017 631,288 9,983,284 10,639,589 141,299 144,381<br />

25,017 750,298 17,481,002 18,256,317 145,719 149,912<br />

Total financial instruments<br />

traded in:<br />

OTC Market 16,747,147 20,779,744 45,333,537 82,860,428 800,442 1,118,045<br />

Stock Exchange 18,600 - - 18,600 - -<br />

Embedded derivatives 2,106 34,356<br />

16,765,747 20,779,744 45,333,537 82,879,028 802,548 1,152,401


180 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

22. Other financial assets held for trading at fair value trough profit or loss<br />

The balance Other financial assets held for trading at fair value trough profit or loss corresponds to Loans and advances to credit institutions (<strong>Millennium</strong> Bank, Societe<br />

Anonyme - Greece).<br />

23. Hedging derivatives<br />

This balance is analysed as follows:<br />

2008 2007<br />

Assets:<br />

Swaps 108,974 35,778<br />

Liabilities:<br />

Swaps 36,547 80,277<br />

Euros ’000<br />

The Bank uses derivatives to hedge interest and exchange rate risks. The accounting method depends on the nature of the hedged risk, namely if the Bank is exposed<br />

to fair value changes, variability in cash-flows or highly probable forecasted transactions.<br />

Since 1 January 2005, for the hedging relationships which comply with the hedging requirements of IAS 39, the Bank adopted the hedge accounting method, namely<br />

through the fair value hedge model, and holds in its derivatives portfolio mainly interest rate swaps, which are hedging fair value changes in interest rate risk of Debt<br />

securities issued and Deposit, Loans of inter-bank money market and Financial assets available for sale.<br />

The Bank performs periodical effectiveness tests of the hedging relationships. For this year a negative amount of Euros 1,655,000 (31 December 2007: Euros 8,753,000)<br />

was accounted against profit and loss, corresponding to the ineffective part of the fair value hedge relationships. The Bank also designated a portfolio of fixed inte -<br />

rest rate loans with maturity of more than one year for which adopted an hedging policy regarding the interest rate risk. For the referred hedging relationships, the<br />

ineffective part of the fair value hedge amounted to a negative value of Euros 165,000 (31 December 2007: Euros 2,240,000).<br />

As referred in note 6, during 2008 the Bank discontinued an interest rate hedging relationship of a mortgage backed bond issue in the amount of Euros 1,500,000,000<br />

in accordance with paragraph 91, c) of IAS 39, due to the break of its effectiveness.<br />

The adjustment on financial risks covered performed on the assets and liabilities which includes hedged items is analysed as follows:<br />

2008 2007<br />

Hedged item<br />

Loans 41,867 (11,295)<br />

Deposits / Loans (15,504) (510)<br />

Debt issued (116,815) 22,871<br />

Financial assets available for sale (344) (546)<br />

(90,796) 10,520<br />

Euros ’000<br />

The analysis of the hedging derivatives by maturity as at 31 December 2008, is as follows:<br />

Notional (remaining term)<br />

2008<br />

Fair values<br />

Less than 3 months to More than<br />

3 months 1 year 1 year Total Assets Liabilities<br />

Fair value hedge derivatives with<br />

interest rate risk:<br />

OTC Market:<br />

Interest rate Swaps 228,928 23,000 2,861,301 3,113,229 108,974 36,547<br />

228,928 23,000 2,861,301 3,113,229 108,974 36,547<br />

Euros ’000


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 181<br />

The analysis of the hedging derivatives by maturity as at 31 December 2007, is as follows:<br />

Notional (remaining term)<br />

2007<br />

Fair values<br />

Less than 3 months to More than<br />

3 months 1 year 1 year Total Assets Liabilities<br />

Fair value hedge derivatives with<br />

interest rate risk:<br />

OTC Market:<br />

Interest rate Swaps 434,585 1,958,152 5,782,744 8,175,481 35,778 80,277<br />

434,585 1,958,152 5,782,744 8,175,481 35,778 80,277<br />

Euros ’000<br />

24. Financial assets held to maturity:<br />

The balance Financial assets held to maturity is analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Bonds and other fixed income securities<br />

Issued by Government and public entities 513,304 -<br />

Issued by other entities 582,465 -<br />

1,<strong>09</strong>5,769 -<br />

The balance Financial assets held to maturity includes, as at 31 December 2008, the amount of Euros 744,714,000 related to non derivatives financial assets (bonds)<br />

reclassified, during 2008, from financial assets held for trading caption to financial assets held to maturity caption, as referred in the accounting policy note 1 e) and<br />

note 21.<br />

The analysis of the securities portfolio included in the Financial assets held to maturity, by maturity date, as at 31 December 2008, is as follows:<br />

Up to 3 months to Over Undetermined<br />

3 months 1 year 1 year maturity Total<br />

Fixed income:<br />

Bonds issued by public entities<br />

Portuguese issuers - - 98,238 - 98,238<br />

Foreign issuers - - 415,066 - 415,066<br />

Bonds issued by other entities<br />

Portuguese issuers - - 181,588 - 181,588<br />

Foreign issuers - - 400,877 - 400,877<br />

- - 1,<strong>09</strong>5,769 - 1,<strong>09</strong>5,769<br />

of which:<br />

Quoted - - 959,448 - 959,448<br />

Unquoted - - 136,321 - 136,321<br />

Euros ’000<br />

The analysis of the securities portfolio included in the Financial assets held to maturity, by sector of activity, as at 31 December 2008 and 2007, is as follows:<br />

Euros ’000<br />

2008 2007<br />

Transport and communications 97,118 -<br />

Services 485,347 -<br />

582,465 -<br />

Government and Public securities 513,304 -<br />

1,<strong>09</strong>5,769 -


182 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

25. Investments in associated companies<br />

This balance is analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Portuguese credit institutions 377,206 202,464<br />

Foreign credit institutions 742,527 742,544<br />

Other Portuguese companies 1,314,369 1,111,549<br />

Other foreign companies 3,319,316 5,713<br />

5,753,418 2,062,270<br />

Impairment for investments in associated companies<br />

In subsidiary companies (1,794,941) (182,526)<br />

3,958,477 1,879,744<br />

of which:<br />

Quoted 696,245 696,245<br />

Unquoted 5,057,173 1,366,025<br />

The balance of Investments in associated companies is analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Banca <strong>Millennium</strong> S.A. 4 4<br />

Banco de Investimento Imobiliário, S.A. 200,235 200,235<br />

Bank <strong>Millennium</strong> S.A. 696,245 696,245<br />

Banque <strong>BCP</strong>, S.A.S. 12,949 12,949<br />

Banco <strong>Millennium</strong> Angola, S.A. 33,329 33,329<br />

Banco <strong>Millennium</strong> <strong>BCP</strong> Investimento, S.A. 174,742 -<br />

<strong>BCP</strong> Capital Finance Limited 10,806 -<br />

<strong>BCP</strong> Investment, BV 1,301,303 -<br />

<strong>BCP</strong> Internacional II, Sociedade Unipessoal, S.G.P.S., Lda. 25 25<br />

<strong>BCP</strong> Participações Financeiras, SGPS Sociedade Unipessoal, Lda. - 119,933<br />

BitalPart, B.V. 1,999,825 -<br />

Banpor Consulting, S.R.L. 500 500<br />

Comercial Português Ireland Limited 10 -<br />

Interfundos Gestão de Fundos de Investimento Imobiliários, S.A. 1,500 -<br />

<strong>Millennium</strong> <strong>bcp</strong> - Escritório de representações e Serviços, S/C Lda. 6,845 5,186<br />

<strong>Millennium</strong> <strong>bcp</strong> - Gestão de Fundos de Investimento, S.A. 28,0<strong>09</strong> -<br />

Pinto Totta Internacional Finance, Ltd. - 17<br />

Seguros & Pensões Gere, S.G.P.S., S.A. 935,993 935,993<br />

Caracas Financial Services, Limited 27 27<br />

CISF Veículos - Sociedade de Aluguer, Lda. - 132<br />

Comercial Imobiliária SA 341,088 46,916<br />

Luso Atlântica - Aluguer de Viaturas, S.A. - 796<br />

<strong>Millennium</strong> <strong>bcp</strong> -Serviços de Comércio Electrónica, S.A. 885 885<br />

Paço de Palmeira - Sociedade Agrícola e Comercial, Lda. 68 68<br />

Servitrust - Trust Management Services S.A. 100 100<br />

SIBS - Sociedade Interbancária de Serviços, S.A. 6,700 6,700<br />

UNICRE - Cartão Internacional de Crédito, S.A. 2,230 2,230<br />

5,753,418 2,062,270<br />

Impairment for investments in associated companies (1,794,941) (182,526)<br />

3,958,477 1,879,744


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 183<br />

The movements for impairment for investments in associated companies are analysed as follows:<br />

2008 2007<br />

Impairment for investments in associated companies<br />

Balance on 1 January 182,526 161,780<br />

Transfers 1,612,415 20,746<br />

Balance on 31 December 1,794,941 182,526<br />

Euros ’000<br />

The Bank companies are presented in note 53.<br />

The increase occurred during 2008, results from the merge of <strong>BCP</strong> Participações Financeiras, S.G.P.S., Sociedade Unipessoal, Lda in Banco Comercial Português, S.A.,<br />

as referred in note 44.<br />

The increase occurred in the investment owned in Comercial Imobiliária, S.A. results from the conversion of supplementary capital contribution into share capital<br />

following the measures implemented under art. 35º of the Commercial Companies Code. This investment has a provision allocated in the amount of Euros 312,000,000<br />

(see notes 51 and 52). As referred in note 29, in consequence of the conversion this provision was transferred, during 2008, from Impairment for other assets.<br />

The investment in BitalPart, B.V. has a provision allocated, accounted in previous years, in the amount of Euros 1,320,000,000 (2007: Euros 1,320,000,000), which, as<br />

referred in note 29, was transferred to Provision for investments in associated companies following the merge process referred above.<br />

26. Property and equipment<br />

This balance is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Land and buildings 688,838 730,396<br />

Equipment<br />

Furniture 67,516 66,193<br />

Office equipment 15,119 15,152<br />

Computer equipment 139,869 127,815<br />

Interior installations 92,378 92,050<br />

Motor vehicles 3,691 5,003<br />

Security equipment 63,555 69,224<br />

Work in progress 35,147 19,999<br />

Other tangible assets 3,219 3,064<br />

1,1<strong>09</strong>,332 1,128,896<br />

Accumulated depreciation and impairment<br />

Charge for the year (48,041) (49,737)<br />

Accumulated charge for the previous years (642,328) (662,827)<br />

(690,369) (712,564)<br />

418,963 416,332


184 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

The Property and equipment movements during 2008 are analysed as follows:<br />

Euros ’000<br />

Balance on Acquisitions Disposals Exchange Balance on<br />

1 January / Charge / Charged-off Transfers differences 31 December<br />

Cost:<br />

Land and buildings 730,396 36,722 (78,280) - - 688,838<br />

Equipment:<br />

Furniture 66,193 1,714 (394) - 3 67,516<br />

Office equipment 15,152 94 (129) - 2 15,119<br />

Computer equipment 127,815 15,134 (3,113) 30 3 139,869<br />

Interior installations 92,050 995 (668) - 1 92,378<br />

Motor vehicles 5,003 72 (1,388) - 4 3,691<br />

Security equipment 69,224 1,268 (6,937) - - 63,555<br />

Work in progress 19,999 42,954 (27,887) 81 - 35,147<br />

Other tangible assets 3,064 157 (217) 219 (4) 3,219<br />

1,128,896 99,110 (119,013) 330 9 1,1<strong>09</strong>,332<br />

Accumulated depreciation:<br />

Land and buildings 376,361 29,700 (58,076) - - 347,985<br />

Equipment:<br />

Furniture 58,138 3,219 (385) - 3 60,975<br />

Office equipment 14,429 184 (129) - - 14,484<br />

Computer equipment 111,613 9,726 (3,034) 30 2 118,337<br />

Interior installations 83,526 2,615 (649) - - 85,492<br />

Motor vehicles 3,624 341 (1,064) - 1 2,902<br />

Security equipment 61,813 2,243 (6,937) 1 - 57,120<br />

Other tangible assets 3,060 13 (218) 218 1 3,074<br />

712,564 48,041 (70,492) 249 7 690,369<br />

27. Intangible assets<br />

This balance is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Software 10,935 12,176<br />

Other intangible assets 4,990 5,277<br />

15,925 17,453<br />

Accumulated amortisation<br />

Charge for the year (2,765) (1,891)<br />

Accumulated charge for the previous years (3,175) (8,870)<br />

(5,940) (10,761)<br />

9,985 6,692


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 185<br />

The Intangible assets movements during 2008 are analysed as follows:<br />

Euros ’000<br />

Balance on Acquisitions Disposals Exchange Balance on<br />

1 January / Charge / Charged-off Transfers differences 31 December<br />

Cost:<br />

Software 12,176 4,228 (5,470) - 1 10,935<br />

Other intangible assets 5,277 3,478 (3,684) (81) - 4,990<br />

17,453 7,706 (9,154) (81) 1 15,925<br />

Accumulated amortisation:<br />

Software 7,880 2,741 (5,469) - - 5,152<br />

Other intangible assets 2,881 24 (2,116) - (1) 788<br />

10,761 2,765 (7,585) - (1) 5,940<br />

28. Deferred income tax assets and liabilities<br />

Deferred income tax assets and liabilities as at 31 December, 2008 and 2007 are analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Assets Liabilities Assets Liabilities<br />

Intangible assets - 77 107 -<br />

Other tangible assets - 3,381 - 3,238<br />

Impairment losses 204,037 59,840 216,420 -<br />

Pensions 277,997 - 274,973 -<br />

Derivatives 36,553 - 52,874 -<br />

Others 25,732 87,617 29,892 73,705<br />

Tax losses carried forward 98,323 - - -<br />

642,642 150,915 574,266 76,943<br />

Net deferred tax 491,727 497,323<br />

Deferred tax related to the losses carried forward are recognised only if it is probable the existence of future taxes profits. The uncertainty of the recoverability of<br />

the tax losses carried forward is considered in the deferred tax assets calculation.<br />

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when deferred taxes<br />

relate to the same tax.<br />

The net deferred tax asset movement is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Balance on 1 January 497,323 442,970<br />

Charged to profit (36,623) 39,470<br />

Charged to equity 31,027 14,883<br />

Balance on 31 December 491,727 497,323<br />

The variation in the net deferred tax does not corresponds to the deferred tax expense for the year considering that the potential gains and losses resulted from the<br />

revaluation of financial assets held for sale are charged directly to shareholders' equity.


186 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

29. Other assets<br />

This balance is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Debtors 374,024 248,677<br />

Investments arising from recovered loans 781,686 650,550<br />

Suplementary investments contributions 69,167 327,644<br />

Other financial investments 48,664 50,221<br />

Amounts due for collection 24,640 26,919<br />

Recoverable tax 53,921 53,947<br />

Recoverable government subsidies on mortgage loans 34,022 52,466<br />

Associated companies 8,427 122,062<br />

Other amounts receivable 29,515 55,819<br />

Prepayments and deferred costs 1,937,238 1,350,316<br />

Amounts receivable on trading activity 98,137 5,745<br />

Amounts due from customers 199,493 188,295<br />

Suplementary capital contributions 1,119,454 4,491,950<br />

Sundry debtors 113,177 136,026<br />

4,891,565 7,760,637<br />

Impairment for other assets (148,163) (1,731,256)<br />

4,743,402 6,029,381<br />

In accordance with accounting policy 1 r), the balance Investments arising from recovered loans includes buildings and other assets resulting from the foreclosure of<br />

contracts of loans to customers, originated by (i) delivery of the assets, with option to repurchase or leasing, accounted with the celebration of the contract or the<br />

promise to delivery the asset and the respective irrevocable power of attorney issued by the customer in the name of the Bank; or (ii) the adjudication of the assets<br />

as a result of a judicial process of guarantees execution, accounted with the title of adjudication or following the adjudication request after the record of the first<br />

(payment pro-solvency).<br />

The balance Investments arising from recovered loans includes buildings for which there is a sale agreement in the amount of Euros 70,072,000 (2007: Euros<br />

12,242,000) but which considering their characteristics, do not comply with the requirements of IFRS 5 - Non-current assets held for sale, as referred in the accounting<br />

policy presented in note 1 r).<br />

As at 31 December 2008, the balance Prepayments and deferred costs includes the amount of Euros 563,439,000 (31 December 2007: Euros 579,281,000) related<br />

to the corridor value and deferred actuarial losses in the amount of Euros 1,535,360,000 (31 December 2007: Euros 765,032,000), in accordance with the accounting<br />

policy presented in note 1 v).<br />

The balance Suplementary capital contributions is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

<strong>BCP</strong> Finance Bank Ltd. 403,104 381,084<br />

<strong>BCP</strong> Internacional II, S.G.P.S., Lda. 382,135 275,166<br />

<strong>BCP</strong> Bank & Trust Company Ltd. 244,306 230,963<br />

<strong>BCP</strong> Participações Financeiras, SGPS, Lda. - 3,574,856<br />

Others 89,9<strong>09</strong> 29,881<br />

1,119,454 4,491,950


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 187<br />

The deferred costs related to pensions, included in Prepayments and deferred costs are, analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Projected benefit obligations 5,634,393 5,789,755<br />

Value of the Pension Fund (5,239,077) (5,535,037)<br />

395,316 254,718<br />

Actuarial losses<br />

Corridor 563,439 578,976<br />

Amount in excess of the corridor 1,535,359 741,753<br />

2,<strong>09</strong>8,798 1,320,729<br />

2,494,114 1,575,447<br />

The difference between the Projected benefit obligation and the Value of the Pension Fund in the amount of Euros 395,316,000 (2007: Euros 254,718,000) cor respond<br />

to other benefits not covered by the Pension Fund which are fully provided for.<br />

The movement of impairment for other assets is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Balance on 1 January 1,731,256 1,704,489<br />

Transfers (1,616,367) 2,439<br />

Impairment for the year 47,380 32,862<br />

Amounts charged-off (14,106) (8,534)<br />

Balance on 31 December 148,163 1,731,256<br />

As referred in note 25, related to the conversion in capital of the supplementary capital of the company Comercial Imobiliária, S.A., the impairment associated in the<br />

amount of Euros 312,000,000, was transferred to the Impairment for investments in associated companies account (see note 51 and 52).<br />

As referred in note 36, based on the merge of the company <strong>BCP</strong> Participações Financeiras, S.G.P.S., Sociedade Unipessoal, Lda in Banco Comercial Português, S.A.,<br />

the Bank is owning directly the investment in BitalPart, B.V. Therefore, the impairment in the amount of Euros 1,320,000,000 associated to this investment was<br />

transferred to the Impairment for investments in associated companies account.<br />

30. Deposits from other credit institutions<br />

This balance is analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Non interest Interest Non interest Interest<br />

bearing bearing Total bearing bearing Total<br />

Credit institutions in Portugal 469,187 1,179,245 1,648,432 84,646 863,583 948,229<br />

Credit institutions abroad 1,029,976 18,044,123 19,074,<strong>09</strong>9 253,853 28,462,822 28,716,675<br />

1,499,163 19,223,368 20,722,531 338,499 29,326,405 29,664,904<br />

This balance is analysed by the maturity date, as follows:<br />

2008 2007<br />

Euros ’000<br />

Up to 3 months 10,011,316 13,682,982<br />

3 to 6 months 1,725,311 3,932,032<br />

6 to 12 months 3,137,107 2,511,013<br />

1 to 5 years 4,497,377 8,594,041<br />

More than 5 years 1,351,420 944,836<br />

20,722,531 29,664,904


188 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

31. Deposits from customers<br />

This balance is analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Non interest Interest Non interest Interest<br />

bearing bearing Total bearing bearing Total<br />

Deposits from customers:<br />

Repayable on demand 10,915,0<strong>09</strong> 942,415 11,857,424 11,233,865 1,066,881 12,300,746<br />

Term deposits - 14,782,008 14,782,008 - 12,955,373 12,955,373<br />

Saving accounts - 4,755,144 4,755,144 - 3,507,549 3,507,549<br />

Other - 319,160 319,160 - 341,958 341,958<br />

10,915,0<strong>09</strong> 20,798,727 31,713,736 11,233,865 17,871,761 29,105,626<br />

In accordance with Regulation 180/94 of 15 December, the Deposit Guarantee Fund was established to guarantee the reimbursement of funds deposited in Credit<br />

Institutions. The calculations of the annual contributions for this Fund are based on the criteria laid out in Regulation 11/94 of the Bank of Portugal.<br />

This balance is analysed by the period to maturity, as follows:<br />

2008 2007<br />

Euros ’000<br />

Deposits from customers repayable on demand: 11,857,424 12,300,746<br />

Term deposits and saving accounts from customers:<br />

Up to 3 months 15,559,207 13,306,734<br />

3 to 6 months 2,651,904 2,040,960<br />

6 to 12 months 1,172,239 988,280<br />

1 to 5 years 39,905 14,754<br />

More than 5 years 113,897 112,194<br />

19,537,152 16,462,922<br />

Other:<br />

Up to 3 months - 87,136<br />

3 to 12 months - 18,190<br />

More than 1 year 319,160 236,632<br />

319,160 341,958<br />

31,713,736 29,105,626<br />

32. Debt securities issued<br />

This balance is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Bonds 10,425,895 8,437,257<br />

Other - 4,690<br />

10,425,895 8,441,947<br />

The balance Bonds includes issues for which the embedded derivative was separated from the host contract, in accordance with note 21 and accounting policy<br />

in note 1 c).


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 189<br />

The characteristics of the bonds issued by the Bank as at 31 December, 2008, are analysed as follows:<br />

Bonds issued:<br />

Issue Maturity Nominal value Book value<br />

Issue date date Interest rate Euros '000 Euros '000<br />

EMTN <strong>BCP</strong>-SFE 21ª Em. May, 2000 May, 2010 Fixed rate of 5.2% 65,000 66,032<br />

<strong>BCP</strong> 4.9% Nov 01/11-2ª Em. November, 2001 November, 2011 Fixed rate of 4.9% 25,000 25,338<br />

<strong>BCP</strong> 5.4% Nov 01/11-1ª Em. November, 2001 November, 2011 Fixed rate of 5.4% 175,000 178,739<br />

<strong>BCP</strong> 5.34% March-02/Mar-12 March, 2002 March, 2012 Fixed rate of 5.34% 164,500 169,560<br />

<strong>BCP</strong> Ob Cx Sep 2003/2011 September, 2003 September, 2011 Fixed rate of 4.37% 123,240 124,543<br />

<strong>BCP</strong> SFI Glo.Eq.Inc.Bui.Strat. January, 2004 January, 20<strong>09</strong> Indexed to portfolio of 20 shares 2,725 2,725<br />

<strong>BCP</strong> SFE Glob.Target Red. May, 2004 May, 20<strong>09</strong> Indexed to portfolio of 20 shares 2,395 2,395<br />

<strong>BCP</strong> SFI Glob.Target Red. May, 2004 May, 20<strong>09</strong> Indexed to portfolio of 20 shares 2,605 2,605<br />

<strong>BCP</strong> Super Inv.Mill.Nov 04/<strong>09</strong> November, 2004 November, 20<strong>09</strong> Indexed to portfolio of funds 60,000 60,000<br />

<strong>BCP</strong> Rend.Cr.Feb 05/<strong>09</strong> February, 2005 February, 20<strong>09</strong> Increasing rate of: 1st year 2%; 2nd 45,000 45,056<br />

year 2.25%; 3rd year 2.5%; 4th year<br />

3.125%<br />

<strong>BCP</strong> Rend. 8 March 10 March, 2005 March, 2010 1st year 4%; 2nd year and following 30,000 30,000<br />

Max (9.3% - 2 * Euribor 12 months)<br />

<strong>BCP</strong> Mill. Ind. Mun. Mar 05/10 March, 2005 March, 2010 Indexed to portfolio of indexes 15,573 15,573<br />

<strong>BCP</strong> Super Inv.Mill. 05/10 April, 2005 December, 2010 Indexed to portfolio of funds 50,000 47,719<br />

<strong>BCP</strong> Rend. 8 May 10 May, 2005 May, 2010 1st year 4%; 2nd year and following 20,000 19,501<br />

Max (10.17% - 2 * Euribor 12 months)<br />

<strong>BCP</strong> Rend. 8 May 10 2ª em. May, 2005 May, 2010 1st year 4%; 2nd year and following 10,000 9,780<br />

Max (9.15% - 2 * Euribor 12 months)<br />

<strong>BCP</strong> Activo 4 June 05/<strong>09</strong> June, 2005 June, 20<strong>09</strong> Indexed to portfolio of shares 5,322 5,267<br />

<strong>BCP</strong> Ob Cx Aex Aug 05/10 August, 2005 August, 2010 Indexed to Aex index 10,000 9,764<br />

<strong>BCP</strong> Ob Cx Sp/Mib Aug 05/10 August, 2005 August, 2010 Indexed to Mib index 10,000 9,764<br />

<strong>BCP</strong> Ob Cx Dj euroxx50 August, 2005 August, 2010 Indexed to Dj euroxx50 index 10,000 9,764<br />

<strong>BCP</strong> Ob Cx Cac 40 August, 2005 August, 2010 Indexed to Cac 40 index 10,000 9,764<br />

<strong>BCP</strong> Ob Cx Ibex 35 August, 2005 August, 2010 Indexed to Ibex 35 index 10,000 9,764<br />

<strong>BCP</strong> Ob Cx Rend. 7 - Aug 2010 August, 2005 August, 2010 1st year 3.25%; 2nd year and following 32,000 31,117<br />

Max(8.1% - 2 * Euribor 12 months)<br />

<strong>BCP</strong> Ob Cx Triplo R. Sep 05/10 September, 2005 September, 2010 Indexed to Down Jones Global Titans 9,525 9,272<br />

50 index<br />

<strong>BCP</strong> Ob Cx Rend. 7 Oct 2010 October, 2005 October, 2010 1st year 3.5%; 2nd year and following 10,224 9,826<br />

Max(8.31% - 2 * Euribor 12 months)<br />

<strong>BCP</strong> Ob Cx Rend. Real Nov 10 November, 2005 November, 2010 Indexed to IPC index 15,000 14,331<br />

<strong>BCP</strong> Ob Cx E. Gr. S. Dec 05/15 December, 2005 December, 2015 Indexed to Dj euroxx50 index 2,427 2,262<br />

<strong>BCP</strong> Ob Cx R. Cr. Jan 20<strong>09</strong> January, 2006 January, 20<strong>09</strong> 1st Sem. 2.125%; 2nd Sem. 2.25%; 45,500 45,504<br />

3rd Sem. 2.5%; 4th Sem. 2.65%;<br />

5th Sem. 2.85%; 6th Sem. 3.10%<br />

<strong>BCP</strong> SFI Ob Cx R. Cr. Jan 20<strong>09</strong> January, 2006 January, 20<strong>09</strong> 1st Sem. 2.125%; 2nd Sem. 2.25%; 7,631 7,632<br />

3rd Sem. 2.5%; 4th Sem. 2.65%;<br />

5th Sem. 2.85%; 6th Sem. 3.1%<br />

<strong>BCP</strong> SFE Ob Cx R. Cr. Jan 20<strong>09</strong> January, 2006 January, 20<strong>09</strong> 1st Sem. 2.125%; 2nd Sem. 2.25%; 1,869 1,869<br />

3rd Sem. 2.5%; 4th Sem. 2.65%;<br />

5th Sem. 2.85%; 6th Sem. 3.1%<br />

<strong>BCP</strong> Ob Cx M.S. Act. Jan 05/11 January, 2006 January, 2011 Indexed to portfolio of indexes 10,243 10,115<br />

<strong>BCP</strong> Ob Cx I. Glob.12 Feb 06/11 February, 2006 February, 2011 Indexed to portfolio of indexes 20,000 20,000<br />

<strong>BCP</strong> Ob Cx E. I. S. Mar 06/16 March, 2006 March, 2016 Index to Down Jones EuroStoxx 50 index 1,100 1,026<br />

<strong>BCP</strong> Ob Cx M. Oport Mar 06/10 March, 2006 March, 2010 Index to portfolio of indexes 15,000 14,738<br />

<strong>BCP</strong> Ob Cx. 3.84% Apr 2016 April, 2006 April, 2016 Fixed rate 3.84 % 1,000 1,041<br />

<strong>BCP</strong> Ob Cx Cab. W. Eq. Jul 06/<strong>09</strong> July, 2006 July, 20<strong>09</strong> Indexed to portfolio of 3 indexes 2,425 2,386<br />

<strong>BCP</strong> Ob Cx Cab. Mund. Jul 06/<strong>09</strong> July, 2006 July, 20<strong>09</strong> Indexed to portfolio of 3 indexes 3,750 3,686<br />

<strong>BCP</strong> Ob Cx N. D. Var Aug 06/<strong>09</strong> August, 2006 August, 20<strong>09</strong> Indexed to portfolio of shares 19,679 19,598<br />

<strong>BCP</strong> Ob Cx R. Global 06/11 November, 2006 November, 2011 Index to Down Jones EuroStoxx 50 index 10,000 9,601<br />

<strong>BCP</strong> Ob Cx R. Global II 06/11 December, 2006 December, 2011 Index to Down Jones EuroStoxx 50 index 10,000 9,681<br />

<strong>BCP</strong> Ob Cx R. Global II 2E 06/11 December, 2006 December, 2011 Index to Down Jones EuroStoxx 50 index 2,000 1,936<br />

(continue)


190 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

(continuation)<br />

Issue Maturity Nominal value Book value<br />

Issue date date Interest rate Euros '000 Euros '000<br />

<strong>BCP</strong> FRN May 07/14 May, 2007 May, 2014 Euribor 3M + 0.15% 1,228,500 1,228,500<br />

<strong>BCP</strong> FRN May 07/11 May, 2007 May, 2011 Euribor 3M + 0.15% 400,000 400,000<br />

<strong>BCP</strong> Cov Bonds Jun 07/17 June, 2007 June, 2017 Fixed rate of 4.75% 1,500,000 1,519,617<br />

<strong>BCP</strong> FRN Sep 12 August, 2007 September, 2012 Euribor 3M + 0.10% 310,000 310,000<br />

<strong>BCP</strong> Cov Bonds Oct 07/14 October, 2007 October, 2014 Fixed rate of 4.75% 1,000,000 1,078,528<br />

<strong>BCP</strong> FRN Mar 17 December, 2007 March, 2017 Euribor 3M + 0.18% 100,000 100,000<br />

<strong>BCP</strong> Ob Cx I. Esp. Dec 07/<strong>09</strong> 1E December, 2007 December, 20<strong>09</strong> 5.25%, subject to Switch 43,842 43,842<br />

<strong>BCP</strong> Ob Cx I. Esp. Dec 07/<strong>09</strong> 2E December, 2007 December, 20<strong>09</strong> 5.50%, subject to Switch 165,223 165,223<br />

<strong>BCP</strong> Ob Cx I. Esp. Dec 07/<strong>09</strong> 3E December, 2007 December, 20<strong>09</strong> 5.25%, subject to Switch 156,575 156,575<br />

<strong>BCP</strong> Ob Cx I. Esp. Dec 07/<strong>09</strong> 4E December, 2007 December, 20<strong>09</strong> 5.50%, subject to Switch 142,554 142,554<br />

<strong>BCP</strong> Ob Cx I. Esp. Dec 07/<strong>09</strong> 5E December, 2007 December, 20<strong>09</strong> 5.75%, subject to Switch 63,511 63,511<br />

Bcp Ob Cx S Af 1E Mar 08/13 March, 2008 March, 2013 Euribor 3M + Remain Prize: 498,324 498,324<br />

1st year 0.0%; 2nd year 0.125%; 3rd year<br />

0.250%; 4th year 0.750%; 5th year 1.5%<br />

Bcp Ob Cx S Af 2E Mar 08/13 March, 2008 March, 2013 Euribor 3M + Remain Prize: 110,637 110,637<br />

1st year 0.0%; 2nd year 0.125%; 3rd year<br />

0.250%; 4th year 0.750%; 5th year 1.5%<br />

Bcpsfi Ob Cx S Af 1E Mar 08/13 March, 2008 March, 2013 Euribor 3M + Remain Prize: 38,686 38,686<br />

1st year 0.0%; 2nd year 0.125%; 3rd year<br />

0.250%; 4th year 0.750%; 5th year 1.5%<br />

Bcpsfe Ob Cx S Af 1E Mar 08/13 March, 2008 March, 2013 Euribor 3M + Remain Prize: 6,873 6,873<br />

1st year 0.0%; 2nd year 0.125%; 3rd year<br />

0.250%; 4th year 0.750%; 5th year 1.5%<br />

Bcp Ob Cx S Af 3E May 08/13 May, 2008 May, 2013 Euribor 3M + Remain Prize: 590,383 590,383<br />

1st year 0.0%; 2nd year 0.125%; 3rd year<br />

0.250%; 4th year 0.750%; 5th year 1.5%<br />

Bcpsfi Ob Cx S Af 3E May 08/13 May, 2008 May, 2013 Euribor 3M + Remain Prize: 24,013 24,013<br />

1st year 0.0%; 2nd year 0.125%; 3rd year<br />

0.250%; 4th year 0.750%; 5th year 1.5%<br />

Bcpsfe Ob Cx S Af 3E May 08/13 May, 2008 May, 2013 Euribor 3M + Remain Prize: 7,858 7,858<br />

1st year 0.0%; 2nd year 0.125%; 3rd year<br />

0.250%; 4th year 0.750%; 5th year 1.5%<br />

Bcp Frn May 2010 / Emtn 468 May, 2008 May, 2010 Euribor 3M + 0.75% 1,250,000 1,249,998<br />

Bcp Ob Cx S Af 4E Jun 08/13 June, 2008 June, 2013 Euribor 3M + Remain Prize: 485,440 485,440<br />

1st year 0.0%; 2nd year 0.125%; 3rd year<br />

0.250%; 4th year 0.750%; 5th year 1.5%<br />

Bcpsfi Ob Cx S Af 4E Jun 08/13 June, 2008 June, 2013 Euribor 3M + Remain Prize: 18,253 18,253<br />

1st year 0.0%; 2nd year 0.125%; 3rd year<br />

0.250%; 4th year 0.750%; 5th year 1.5%<br />

Bcpsfe Ob Cx S Af 4E Jun 08/13 June, 2008 June, 2013 Euribor 3M + Remain Prize: 3,720 3,720<br />

1st year 0.0%; 2nd year 0.125%; 3rd year<br />

0.250%; 4th year 0.750%; 5th year 1.5%<br />

Bcp Ob Cx S Af 5E Jul 08/13 July, 2008 July, 2013 Euribor 3M + Remain Prize: 136,955 136,955<br />

1st year 0.0%; 2nd year 0.125%; 3rd year<br />

0.250%; 4th year 0.750%; 5th year 1.5%<br />

Bcpsfi Ob Cx S Af 5E Jul 08/13 July, 2008 July, 2013 Euribor 3M + Remain Prize: 15,781 15,781<br />

1st year 0.0%; 2nd year 0.125%; 3rd year<br />

0.250%; 4th year 0.750%; 5th year 1.5%<br />

Bcpsfe Ob Cx S Af 5E Jul 08/13 July, 2008 July, 2013 Euribor 3M + Remain Prize: 3,657 3,657<br />

1st year 0.0%; 2nd year 0.125%; 3rd year<br />

0.250%; 4th year 0.750%; 5th year 1.5%<br />

Bcp O Cx S A M B 1E Oct 08/13 October, 2008 October, 2013 Euribor 3M + Remain Prize: 364,133 364,133<br />

1st year 0.125%; 2nd year 0.250%; 3rd year<br />

0.50%; 4th year 0.750%; 5th year 1.5%<br />

Bcp Sfi O Cx S A M B 1E 08/13 October, 2008 October, 2013 Euribor 3M + Remain Prize: 25,711 25,711<br />

1st year 0.125%; 2nd year 0.250%;<br />

3rd year 0.50%; 4th year 0.750%;<br />

5th year 1.5%<br />

(continue)


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 191<br />

(continuation)<br />

Issue Maturity Nominal value Book value<br />

Issue date date Interest rate Euros '000 Euros '000<br />

Bcp Sfe O Cx S A M B1E Oct08/13 October, 2008 October, 2013 Euribor 3M + Remain Prize: 4,202 4,202<br />

1st year 0.125%; 2nd year 0.250%; 3rd year<br />

0.50%; 4th year 0.750%; 5th year 1.5%<br />

Bcp O Cx S A M B2E Nov 08/13 November, 2008 November, 2013 Euribor 3M + Remain Prize: 213,236 213,236<br />

1st year 0.125%; 2nd year 0.250%; 3rd year<br />

0.50%; 4th year 0.750%; 5th year 1.5%<br />

Bcp Sfi O Cx S A M B2E 08/13 November, 2008 November, 2013 Euribor 3M + Remain Prize: 10,501 10,501<br />

1st year 0.125%; 2nd year 0.250%; 3rd year<br />

0.50%; 4th year 0.750%; 5th year 1.5%<br />

Bcp Sfe O Cx S A M B2E Nov 08/13 November, 2008 November, 2013 Euribor 3M + Remain Prize: 1,952 1,952<br />

1st year 0.125%; 2nd year 0.250%; 3rd year<br />

0.50%; 4th year 0.750%; 5th year 1.5%<br />

Bcp O Cx S A M B3E Dec 08/13 December, 2008 December, 2013 Euribor 3M + Remain Prize: 235,521 235,521<br />

1st year 0.125%; 2nd year 0.250%; 3rd year<br />

0.50%; 4th year 0.750%; 5th year 1.5%<br />

Bcp Sfi O Cx S A M B3E 08/13 December, 2008 December, 2013 Euribor 3M + Remain Prize: 12,223 12,223<br />

1st year 0.125%; 2nd year 0.250%; 3rd year<br />

0.50%; 4th year 0.750%; 5th year 1.5%<br />

Bcp Sfe O Cx S A M B3E Dec 08/13 December, 2008 December, 2013 Euribor 3M + Remain Prize: 2,951 2,951<br />

1st year 0.125%; 2nd year 0.250%; 3rd year<br />

0.50%; 4th year 0.750%; 5th year 1.5%<br />

10,338,632<br />

Accruals 87,263<br />

10,425,895<br />

This balance is analysed by the period to maturity, as follows:<br />

2008 2007<br />

Euros ’000<br />

Bonds:<br />

Up to 3 months 102,786 357,137<br />

3 to 6 months 10,267 396,843<br />

6 to 12 months 657,375 1,403,852<br />

1 to 5 years 5,637,230 2,324,295<br />

More than 5 years 3,930,974 3,881,433<br />

10,338,632 8,363,560<br />

Accruals 87,263 73,697<br />

10,425,895 8,437,257<br />

Other:<br />

3 to 12 months - 4,690<br />

- 4,690<br />

10,425,895 8,441,947


192 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

33. Financial liabilities held for trading<br />

The balance is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Securities loans - 1,916<br />

FRA 424 -<br />

Swaps 1,400,614 1,101,440<br />

Futures 6,896 -<br />

Options 1,745 2,157<br />

Embedded derivatives 11,004 34,356<br />

Others 46,<strong>09</strong>8 14,448<br />

1,466,781 1,154,317<br />

The balance Financial liabilities held for trading includes, the embedded derivatives valuation separated from the host contract in accordance with the accounting policy<br />

presented in note 1 c), in the amount of Euros 11,004,000 (31 December 2007: Euros 34,356,000). This note should be analysed with note 21.<br />

34. Other financial liabilities held for trading at fair value through profit<br />

The balance is analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Deposits from credit institutions 2,458,477 31,710<br />

Deposits from customers 35,522 -<br />

Bonds 2,924,211 1,331,170<br />

Subordinated debt 298,171 -<br />

5,716,381 1,362,880<br />

The financial liabilities included in this balance were revaluated against profit and loss, as referred in note 1 c), and was recognized for 2008, an amount of Euros 40,036,000<br />

(31 December 2007: Euro 6,958,000) related with changes in fair value associated to credit risk (spreads) of the Bank.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 193<br />

The characteristics of the bonds and subordinated debt issued by the Bank at fair value through profit or loss as at 31 December, 2008, are analysed as follows:<br />

Issue Maturity Nominal value Book value<br />

Issue date date Interest rate Euros '000 Euros '000<br />

Bonds issued:<br />

<strong>BCP</strong> Ob Cx C.Call Feb 2007/<strong>09</strong> February, 2007 February, 20<strong>09</strong> Indexed to DJ EuroStoxx 50 index 1,250 1,246<br />

<strong>BCP</strong> Ob Cx 8%Feb 2007/<strong>09</strong> February, 2007 February, 20<strong>09</strong> 1st Quart. 2.5%; 2nd Quart. 2.5%; 99,507 100,079<br />

3rd Quart. 2.750%; 4th Quart. 2.750%;<br />

5th Quart. 3.0%; 6th Quart. 3.0%;<br />

7th Quart. 4.0%; 8th Quart. 8.0%<br />

<strong>BCP</strong> Ob Cx 8%Feb 2007/<strong>09</strong> 2Em February, 2007 February, 20<strong>09</strong> 1st Quart. 2.5%; 2nd Quart. 2.5%; 24,032 24,170<br />

3rd Quart. 2.750%; 4th Quart. 2.750%;<br />

5th Quart. 3.0%; 6th Quart. 3.0%;<br />

7th Quart. 4.0%; 8th Quart. 8.0%<br />

<strong>BCP</strong> SFI Ob Cx.8%Feb 2007/<strong>09</strong> February, 2007 February, 20<strong>09</strong> 1st Quart. 2.5%; 2nd Quart. 2.5%; 26,963 27,118<br />

3rd Quart. 2.750%; 4th Quart. 2.750%;<br />

5th Quart. 3.0%; 6th Quart. 3.0%;<br />

7th Quart. 4.0%; 8th Quart. 8.0%<br />

<strong>BCP</strong> Ob Cx Eurostoxx50 Feb 2007/<strong>09</strong> February, 2007 February, 20<strong>09</strong> Indexed to DJ EuroStoxx 50 index 28,500 28,403<br />

<strong>BCP</strong> Ob Cx MR Dax Feb 2007/10 February, 2007 February, 2010 Indexed to DAX 30 index 15,000 15,767<br />

<strong>BCP</strong> Ob Cx R.G.III Feb 2007/12 February, 2007 February, 2012 Indexed to DJ EuroStoxx 50 index 25,000 22,171<br />

<strong>BCP</strong> SFE Ob Cx 8%Feb 2007/<strong>09</strong> February, 2007 February, 20<strong>09</strong> 1st Quart. 2.5%; 2nd Quart. 2.5%; 6,498 6,536<br />

3rd Quart. 2.750%; 4th Quart. 2.750%;<br />

5th Quart. 3.0%; 6th Quart. 3.0%;<br />

7th Quart. 4.0%; 8th Quart. 8.0%<br />

<strong>BCP</strong> Ob Cx 9%Mar 2007/<strong>09</strong> March, 2007 March, 20<strong>09</strong> 1st Quart. 2.5%; 2nd Quart. 2.5%; 124,775 126,493<br />

3rd Quart. 2.750%; 4th Quart. 2.750%;<br />

5th Quart. 3.0%; 6th Quart. 3.0%;<br />

7th Quart. 4.0%; 8th Quart. 9.0%<br />

<strong>BCP</strong> SFI Ob Cx 9%Mar 2007/<strong>09</strong> March, 2007 March, 20<strong>09</strong> 1st Quart. 2.5%; 2nd Quart. 2.5%; 24,843 25,185<br />

3rd Quart. 2.750%; 4th Quart. 2.750%;<br />

5th Quart. 3.0%; 6th Quart. 3.0%;<br />

7th Quart. 4.0%; 8th Quart. 9.0%<br />

<strong>BCP</strong> Ob Cx Eurostoxx50 Mar 2007/<strong>09</strong> March, 2007 March, 20<strong>09</strong> Indexed to DJ EuroStoxx 50 index 16,848 16,731<br />

<strong>BCP</strong> Ob Cx Op 4%+ Mar 2007/10 March, 2007 March, 2010 Indexed to portfolio of shares 21,838 20,818<br />

<strong>BCP</strong> Ob Cx RGIv Mar 2007/12 March, 2007 March, 2012 Indexed to DJ EuroStoxx 50 index 13,000 11,610<br />

<strong>BCP</strong> Ob Cx RGIv 2Em Mar 2007/12 March, 2007 March, 2012 Indexed to DJ EuroStoxx 50 index 13,500 12,008<br />

<strong>BCP</strong> SFE Ob Cx 9%Mar 2007/<strong>09</strong> March, 2007 March, 20<strong>09</strong> 1st Quart. 2.5%; 2nd Quart. 2.5%; 2,980 3,021<br />

3rd Quart. 2.750%; 4th Quart. 2.750%;<br />

5th Quart. 3.0%; 6th Quart. 3.0%;<br />

7th Quart. 4.0%; 8th Quart. 9.0%<br />

<strong>BCP</strong> Ob Cx 9%May 2007/<strong>09</strong> May, 2007 May, 20<strong>09</strong> 1st Quart. 2.5%; 2nd Quart. 2.5%; 82,515 83,857<br />

3rd Quart. 2.750%; 4th Quart. 2.750%;<br />

5th Quart. 3.0%; 6th Quart. 3.0%;<br />

7th Quart. 4.0%; 8th Quart. 9.0%<br />

<strong>BCP</strong> SFI Ob Cx 9%May 2007/<strong>09</strong> May, 2007 May, 20<strong>09</strong> 1st Quart. 2.5%; 2nd Quart. 2.5%; 14,465 14,700<br />

3rd Quart. 2.750%; 4th Quart. 2.750%;<br />

5th Quart. 3.0%; 6th Quart. 3.0%;<br />

7th Quart. 4.0%; 8th Quart. 9.0%<br />

<strong>BCP</strong> Ob Cx I. M. May 2010 May, 2007 May, 2010 Indexed to portfolio of indexes 6,889 6,956<br />

<strong>BCP</strong> Ob Cx RGV 2Em May 2007/12 May, 2007 May, 2012 Indexed to DJ EuroStoxx 50 index 5,000 4,484<br />

<strong>BCP</strong> Ob Cx RGV May 2007/12 May, 2007 May, 2012 Indexed to DJ EuroStoxx 50 index 12,250 10,938<br />

<strong>BCP</strong> SFE Ob Cx 9%May 2007/<strong>09</strong> May, 2007 May, 20<strong>09</strong> 1st Quart. 2.5%; 2nd Quart. 2.5%; 634 644<br />

3rd Quart. 2.750%; 4th Quart. 2.750%;<br />

5th Quart. 3.0%; 6th Quart. 3.0%;<br />

7th Quart. 4.0%; 8th Quart. 9.0%<br />

<strong>BCP</strong> Ob Cx Obr 10 E-J Jun 2007/10 June, 2007 June, 2010 Indexed to portfolio of indexes 6,540 6,370<br />

<strong>BCP</strong> Ob Cx 10 %Jun 2007/<strong>09</strong> June, 2007 June, 20<strong>09</strong> 1st Quart. 2.5%; 2nd Quart. 2.5%; 86,358 88,262<br />

3rd Quart. 2.750%; 4th Quart. 2.750%;<br />

5th Quart. 3.0%; 6th Quart. 3.0%;<br />

7th Quart. 4.250%; 8th Quart. 10.0%<br />

<strong>BCP</strong> SFI Ob Cx 10%Jun 2007/<strong>09</strong> June, 2007 June, 20<strong>09</strong> 1st Quart. 2.5%; 2nd Quart. 2.5%; 14,690 15,014<br />

3rd Quart. 2.750%; 4th Quart. 2.750%;<br />

5th Quart. 3.0%; 6th Quart. 3.0%;<br />

7th Quart. 4.250%; 8th<br />

Quart. 10.0%<br />

<strong>BCP</strong> Ob Cx RGVi Jun 2007/12 June, 2007 June, 2012 Indexed to portfolio of indexes 20,000 18,022<br />

(continue)


194 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

(continuation)<br />

Issue Maturity Nominal value Book value<br />

Issue date date Interest rate Euros '000 Euros '000<br />

<strong>BCP</strong> SFE Ob Cx 10%Jun 2007/<strong>09</strong> June, 2007 June, 20<strong>09</strong> 1st Quart. 2.5%; 2nd Quart. 2.5%; 1,021 1,044<br />

3rd Quart. 2.750%; 4th Quart. 2.750%;<br />

5th Quart. 3.0%; 6th Quart. 3.0%;<br />

7th Quart. 4.250%; 8th Quart. 10.0%<br />

<strong>BCP</strong> Ob Cx Inv. 16 Aug 2007/<strong>09</strong> August, 2007 August, 20<strong>09</strong> 1st Quart. 3%; 2nd Quart. 3.25%; 31,000 30,830<br />

3rd Quart. 3.50%; 5th Quart. 3.75%;<br />

6th Quart. 4%; 7th Quart. 4.25%;<br />

4th e 8th Quart. Indexed to portfolio<br />

of 4 shares<br />

<strong>BCP</strong> Ob Cx M.C. Aug 2007/<strong>09</strong> August, 2007 August, 20<strong>09</strong> 1st Sem. 3.750%; 2nd Sem. 4.0%; 63,076 63,970<br />

3rd Sem. 4.250%; 4th Sem. 4.5%<br />

<strong>BCP</strong> SFI Ob Cx M.C. Aug 2007/<strong>09</strong> August, 2007 August, 20<strong>09</strong> 1st Sem. 3.750%; 2nd Sem. 4.0%; 16,881 17,120<br />

3rd Sem. 4.250%; 4th Sem. 4.5%<br />

<strong>BCP</strong> Ob Cx RGVii Aug2007/12 August, 2007 August, 2012 Indexed to portfolio of indexes 12,750 11,902<br />

<strong>BCP</strong> SFE Ob Cx M.C. Aug 2007/<strong>09</strong> August, 2007 August, 20<strong>09</strong> 1st Sem. 3.750%; 2nd Sem. 4.0%; 1,464 1,485<br />

3rd Sem. 4.250%; 4th Sem. 4.5%<br />

<strong>BCP</strong> Ob Cx I.Eur. Sep 2007/<strong>09</strong> September, 2007 September, 20<strong>09</strong> 1st Quart. 3%; 2nd Quart. 3.25%; 25,500 25,601<br />

3rd Quart. 3.50%; 5th Quart. 3.75%;<br />

6th Quart. 4%; 7th Quart. 4.25%;<br />

4th e 8th Quart. Indexed to portfolio<br />

of 4 shares<br />

<strong>BCP</strong> Ob Cx M.C. Sep 2007/10 September, 2007 September, 2010 1st Sem. 4.00%; 2nd Sem. 4.05%; 40,892 39,434<br />

3rd Sem. 4.10%; 4th Sem. 4.15%;<br />

5th Sem. 4.20%; 6th Sem. 4.25%<br />

<strong>BCP</strong> SFI Ob Cx M.C. Sep 2007/10 September, 2007 September, 2010 1st Sem. 4%; 2nd Sem. 4.05%; 8,8<strong>09</strong> 8,855<br />

3rd Sem. 4.10%; 4th Sem. 4.15%;<br />

5th Sem. 4.20%; 6th Sem. 4.25%<br />

Ob Cx <strong>BCP</strong> RGViii Sep 2007/12 September, 2007 September, 2012 Indexed to portfolio of indexes 6,500 6,241<br />

<strong>BCP</strong> Ob Cx RGViii 2E Sep 2007/12 September, 2007 September, 2012 Indexed to portfolio of indexes 6,800 6,079<br />

<strong>BCP</strong> Ob Cx M.C. Aug 2010 September, 2007 August, 2010 1st Sem. 3.5%; 2nd Sem. 3.625%; 25,614 25,763<br />

3rd Sem. 3.750%; 4th Sem. 4.0%;<br />

5th Sem. 4.250%; 6th Sem. (5 months)=4.5%<br />

<strong>BCP</strong> SFI Ob Cx M.C. Aug 2010 September, 2007 August, 2010 1st Sem. 3.5%; 2nd Sem. 3.625%; 14,016 14,115<br />

3rd Sem. 3.750%; 4th Sem. 4.0%;<br />

5th Sem. 4.250%; 6th Sem. (5 months)=4.5%<br />

<strong>BCP</strong> Ob Cx M.C. Sep 2007/<strong>09</strong> September, 2007 September, 20<strong>09</strong> 1st Sem. 3.5%; 2nd Sem. 3.750%; 47,<strong>09</strong>9 47,641<br />

3rd Sem. 3.875%; 4th Sem. 4.0%<br />

<strong>BCP</strong> SFI Ob Cx M.C. Sep 2007/<strong>09</strong> September, 2007 September, 20<strong>09</strong> 1st Sem. 3.5%; 2nd Sem. 3.750%; 59,843 60,533<br />

3rd Sem. 3.875%; 4th Sem. 4.0%<br />

<strong>BCP</strong> SFE Ob Cx M.C. Sep 2007/10 September, 2007 September, 2010 1st Sem. 4%; 2nd Sem. 4.05%; 299 301<br />

3rd Sem. 4.10%; 4th Sem. 4.15%;<br />

5th Sem. 4.20%; 6th Sem. 4.25%<br />

<strong>BCP</strong> SFE Ob Cx M.C. Aug 2010 September, 2007 August, 2010 1st Sem. 3.5%; 2nd Sem. 3.625%; 370 373<br />

3rd Sem. 3.750%; 4th Sem. 4.0%;<br />

5th Sem. 4.250%; 6th Sem. (5 months)=4.5%<br />

<strong>BCP</strong> SFE Ob Cx M.C. Sep 2007/<strong>09</strong> September, 2007 September, 20<strong>09</strong> 1st Sem. 3.5%; 2nd Sem. 3.750%; 5,248 5,308<br />

3rd Sem. 3.875%; 4th Sem. 4.0%<br />

<strong>BCP</strong> Ob Cx RGIx Oct 2007/12 October, 2007 October, 2012 Indexed to DJ EuroStoxx 50 index 3,300 3,184<br />

<strong>BCP</strong> Ob Cx M.C. Jan 2010 October, 2007 January, 2010 1st Sem. 3.50%; 2nd Sem. 3.60%; 51,716 52,740<br />

3rd Sem. 4%; 4th Sem. 4.10%;<br />

5th Sem. (3 months)=4.50%<br />

<strong>BCP</strong> SFI Ob Cx M.C. Jan 2010 October, 2007 January, 2010 1st Sem. 3.50%; 2nd Sem. 3.60%; 30,671 31,278<br />

3rd Sem. 4%; 4th Sem. 4.10%;<br />

5th Sem. (3 months)=4.50%<br />

<strong>BCP</strong> Ob Cx M.R.Eur. Oct2010 October, 2007 October, 2010 Indexed to DJ EuroStoxx 50 index 14,913 16,428<br />

<strong>BCP</strong> SFE Ob Cx M.C. Jan 2010 October, 2007 January, 2010 1st Sem. 3.50%; 2nd Sem. 3.60%; 1,943 1,981<br />

3rd Sem. 4%; 4th Sem. 4.10%;<br />

5th Sem. (3 months)=4.50%<br />

<strong>BCP</strong> Ob Cx I.S.Mund. Nov 07-<strong>09</strong> November, 2007 November, 20<strong>09</strong> 1st Quart. 3%; 2nd Quart. 3.25%; 21,000 21,017<br />

3rd Quart. 3.50%; 5th Quart. 3.75%;<br />

6th Quart. 4%; 7th Quart. 4.25%;<br />

4th e 8th Quart. Indexed to portfolio<br />

of 4 shares<br />

<strong>BCP</strong> Ob Cx Inv. P. Nov 20<strong>09</strong> November, 2007 November, 20<strong>09</strong> 1st Sem. 3.50%; 2nd Sem. 3.75%; 55,996 56,901<br />

3rd Sem. 4.15%; 4th Sem. 4.50%<br />

(continue)


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 195<br />

(continuation)<br />

Issue Maturity Nominal value Book value<br />

Issue date date Interest rate Euros '000 Euros '000<br />

<strong>BCP</strong> SFI Ob Cx I.P. Nov 20<strong>09</strong> November, 2007 November, 20<strong>09</strong> 1st Sem. 3.50%; 2nd Sem. 3.75%; 35,284 35,854<br />

3rd Sem. 4.15%; 4th Sem. 4.50%<br />

<strong>BCP</strong> SFE Ob Cx I.P. Nov 20<strong>09</strong> November, 2007 November, 20<strong>09</strong> 1st Sem. 3.50%; 2nd Sem. 3.75%; 4,600 4,675<br />

3rd Sem. 4.15%; 4th Sem. 4.50%<br />

<strong>BCP</strong> Ob Cx RGX Dec 2007/12 December, 2007 November, 2012 Indexed to DJ EuroStoxx 50 index 2,500 2,389<br />

<strong>BCP</strong> Ob Cx Inv Europa Dec 07/<strong>09</strong> December, 2007 December, 20<strong>09</strong> 1st Quart. 3%; 2nd Quart. 3.25%; 9,456 9,561<br />

3rd Quart. 3.50%; 5th Quart. 3.75%;<br />

6th Quart. 4%; 7th Quart. 4.25%;<br />

4th e 8th Quart. Indexed to portfolio<br />

of 4 shares<br />

<strong>BCP</strong> Ob Cx I.P. Dec 20<strong>09</strong> December, 2007 December, 20<strong>09</strong> 1st Sem. 3.50%; 2nd Sem. 3.60%; 31,037 31,614<br />

3rd Sem. 3.80%; 4th Sem. 4.25%<br />

<strong>BCP</strong> SFI Ob Cx I.P. Dec 20<strong>09</strong> December, 2007 December, 20<strong>09</strong> 1st Sem. 3.50%; 2nd Sem. 3.60%; 6,471 6,592<br />

3rd Sem. 3.80%; 4th Sem. 4.25%<br />

<strong>BCP</strong> SFE Ob Cx I.P. Dec 20<strong>09</strong> December, 2007 December, 20<strong>09</strong> 1st Sem. 3.50%; 2nd Sem. 3.60%; 2,187 2,228<br />

3rd Sem. 3.80%; 4th Sem. 4.25%<br />

<strong>BCP</strong>Ob Cx Inv Men Feb 08/10 February, 2008 February, 2010 1st month 3.85%; 2nd to 23th month: last 159,037 162,156<br />

month interest rate + 0.05%; 24th<br />

month 12%<br />

<strong>BCP</strong>sfi Ob Cx Inv Men Feb2008 February, 2008 February, 2010 1st month 3.85%; 2nd to 23th month: last 17,423 17,764<br />

month interest rate + 0.05%; 24th<br />

month 12%<br />

<strong>BCP</strong>sfe Ob Cx Inv Men Feb 2008 February, 2008 February, 2010 1st month 3.85%; 2nd to 23th month: last 2,014 2,053<br />

month interest rate + 0.05%; 24th<br />

month 12%<br />

<strong>BCP</strong>Ob Cx Sup Inv 2008 Feb 08/11 February, 2008 February, 2011 1st Sem. 4.%; 2nd Sem. 4.25%; 3rd 53,207 53,554<br />

Sem. 4.5%; 4th Sem. 5%; 5th Sem. 6%<br />

<strong>BCP</strong>Ob Cx Inv Cab Mu Feb 08/11 February, 2008 February, 2011 Indexed to portfolio of 3 indexes 9,556 9,044<br />

<strong>BCP</strong>Ob Cx Inv Mercad Mar 08/11 March, 2008 March, 2011 Indexed to portfolio of 3 Commodities 19,890 19,146<br />

<strong>BCP</strong>Ob Cx Inv Agua May 08/11 May, 2008 May, 2011 Indexed to S&P Global Water 13,955 14,133<br />

<strong>BCP</strong>Covered Bonds - 4.875 Pct May, 2008 May, 2010 Fixed rate of 4.875% 1,000,000 1,020,401<br />

<strong>BCP</strong>Ob Cx Inv Ener Ren Jun 08/11 June, 2008 June, 2011 Indexed to portfolio of 4 shares 18,807 17,861<br />

<strong>BCP</strong>Ob Cx Inv Saude July 08/11 July, 2008 July, 2011 Indexed to portfolio of 5 shares 5,850 5,419<br />

<strong>BCP</strong>Ob Cx Inv Plus Sep 08/11 September, 2008 September, 2011 1º Quart.=5%; 2º Quart.=5%; 94,480 97,166<br />

3º Quart.=5.25%; 4º Quart.=5.25%;<br />

5º Quart.=5.5%; 6º Quart.=5.75%<br />

<strong>BCP</strong>Ob Cx Inv Iber Sep 2008/11 September, 2008 September, 2011 Indexed to portfolio of indexes 3,920 4,032<br />

<strong>BCP</strong>Sfi Ob Cx Inv Plus Sep 08/11 September, 2008 September, 2011 1º Quart.=5%; 2º Quart.=5%; 27,537 28,324<br />

3º Quart.=5.25%; 4º Quart.=5.25%;<br />

5º Quart.=5.5%; 6º Quart.=5.75%<br />

<strong>BCP</strong>Sfe Ob Cx Inv Plus Sep 08/11 September, 2008 September, 2011 1º Quart.=5%; 2º Quart.=5%; 2,816 2,896<br />

3º Quart.=5.25%; 4º Quart.=5.25%;<br />

5º Quart.=5.5%; 6º Quart.=5.75%<br />

<strong>BCP</strong>Ob Cx Inv Plus Oct 08/11 October, 2008 October, 2011 1º e 2º Sem.=4.75% ; 3º e 4º 57,695 59,458<br />

Sem.=5.0% ; 5º e 6º Sem.=5.25%<br />

<strong>BCP</strong>Sfi Ob Cx Inv Plus Oct 08/11 October, 2008 October, 2011 1º e 2º Sem.=4.75% ; 3º e 4º 21,737 22,402<br />

Sem.=5.0% ; 5º e 6º Sem.=5.25%<br />

<strong>BCP</strong>Ob Cx Inv Petroleo Oct 08/11 October, 2008 October, 2011 Indexed to portfolio of shares 3,179 3,088<br />

<strong>BCP</strong>Sfe Ob Cx Inv Plus Oct 08/11 October, 2008 October, 2011 1º e 2º Sem.=4.75% ; 3º e 4º 4,172 4,300<br />

Sem.=5.0% ; 5º e 6º Sem.=5.25%<br />

Subordinated debt:<br />

M<strong>BCP</strong> Ob Cx Sub 1 Serie 08/18 September, 2008 September, 2018 1st year 6%; from 2nd to 5th year: 295,000 293,648<br />

Euribor 6 M + 1.0%; 6th year and<br />

following = Euribor 6 M + 1.4%<br />

3,170,485<br />

Accruals 51,897<br />

3,222,382


196 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

This balance is analysed by the period to maturity, as follows:<br />

2008 2007<br />

Euros ’000<br />

Bonds issued:<br />

Up to 3 months 358,982 -<br />

3 to 6 months 203,521 -<br />

6 to 12 months 420,930 -<br />

1 to 5 years 1,893,404 1,321,450<br />

2,876,837 1,321,450<br />

Accruals 47,374 9,720<br />

2,924,211 1,331,170<br />

Subordinated debt:<br />

More than 5 years 293,648 -<br />

293,648 -<br />

Accruals 4,523 -<br />

298,171 -<br />

3,222,382 1,331,170<br />

35. Provisions for liabilities and charges<br />

This balance is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

General provision for loan losses 657,397 696,687<br />

Provision for country risk 108,008 21,434<br />

Other provisions 68,669 105,427<br />

834,074 823,548<br />

Changes in Provision for country risk are analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Balance on 1 January 21,434 13,086<br />

Impairment for the year 89,124 9,122<br />

Write-back for the year (2,550) (774)<br />

Balance on 31 December 108,008 21,434<br />

The balance Provision for country risk includes the amount of Euros 78,<strong>09</strong>1,000 (2007: Euros 8,234,000) related to provisions to loans granted to resident entities<br />

in Angola, Turkey and Belize. The increase of the amount of the provision is explained by the increase of the transactions volume with these countries, as referred in<br />

note 13.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 197<br />

Changes in General provision for loan losses are analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

General provision for loans<br />

Balance on 1 January 422,991 376,291<br />

Transfers 25,425 10,028<br />

Impairment for the year 3,300 40,938<br />

Write-back for the year (4,673) (4,155)<br />

Amounts charged-off (1,488) (30)<br />

Exchange rate differences 170 (81)<br />

Balance on 31 December 445,725 422,991<br />

General provision for guarantees<br />

Balance on 1 January 273,696 270,640<br />

Impairment for the year - 3,349<br />

Write-back for the period (62,024) -<br />

Amounts charged-off - (292)<br />

Exchange rate differences - (1)<br />

Balance on 31 December 211,672 273,696<br />

657,397 696,687<br />

The General provision for loan losses, was calculated in accordance with Regulation 3/95, 2/99 and 8/03 of the Bank of Portugal, as referred in note 1 b).<br />

Changes in Other provisions are analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Balance on 1 January 105,427 74,728<br />

Transfers 491 8,887<br />

Impairment for the year 24,369 50,963<br />

Write-back for the year (45,569) (5,651)<br />

Amounts charged-off (16,049) (23,500)<br />

Balance on 31 December 68,669 105,427<br />

The provisions were accounted in accordance with the probability of occurrence of certain contingencies related with the Bank's inherent risks, which is revised in<br />

each reporting date in order to reflect the best estimate of the amount and probability of payment.<br />

36. Subordinated debt<br />

This balance is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Bonds 3,858,383 4,141,117


198 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

As at 31 December 2008, the characteristics of subordinated debt issued are analysed as follows:<br />

Non Perpetual Bonds<br />

Banco Comercial Português:<br />

Issue Maturity Nominal value Book value<br />

Issue date date Interest rate Euros ’000 Euros '000<br />

<strong>BCP</strong> 2001 - March 2001 March 2001 March 2011 Euribor 6 months + 1.03% 400,000 400,000<br />

<strong>BCP</strong> 2001 - May 2001 May 2001 March 2011 Euribor 6 months + 0.98% 200,000 200,000<br />

<strong>BCP</strong> March 2011 June 2001 March 2011 Fixed rate of 6.35% 150,000 154,316<br />

<strong>BCP</strong> September 2011 September 2001 September 2011 Fixed rate of 6.15% 120,000 121,920<br />

M<strong>bcp</strong> Ob Cx Sub 1 Serie 2008-2018 October, 2008 October 2013 See reference (i) 80,256 80,256<br />

Subord. Debt by <strong>BCP</strong> Finance Bank May 2005 May 2015 See reference (ii) 300,000 300,000<br />

Subord. Debt by <strong>BCP</strong> Finance Bank December 2006 December 2016 See reference (iii) 399,400 399,400<br />

1,655,892<br />

Perpetual Bonds<br />

<strong>BCP</strong> 2000 January 2000 - Euribor 3 months + 0.2075% 486,949 486,949<br />

<strong>BCP</strong> - Euro 200 millions June 2002 - See reference (iv) 200,000 199,396<br />

<strong>BCP</strong> - Euro 175 millions November 2002 - See reference (v) 175,000 175,169<br />

<strong>BCP</strong> - Euro 500 millions June 2004 - See reference (vi) 500,000 500,000<br />

BPA 1997 June 1997 - Euribor 3 months + 0.95% 199,519 199,519<br />

TOPS's BPSM 1997 December 1997 - Euribor 6 months + 0.4% 88,965 88,965<br />

<strong>BCP</strong> Leasing 2001 December 2001 - See reference (vii) 4,986 4,986<br />

Subord.debt <strong>BCP</strong> Finance Company October 2005 - See reference (viii) 500,000 500,000<br />

2,154,984<br />

Accruals 47,507<br />

References: (i) - 1st year 6%; 2nd to 5th year Euribor 6 months + 1%; after 6th year Euribor 6 months + 1.4%<br />

(ii) - Euribor 3 months + 0.35% (0.85% after June 2010)<br />

(iii) - Until December 2011Euribor 3 months + 0.335%; After December 2011 Euribor 3 months + 0.8%<br />

(iv) - Until 40th coupon 6.130625%; After 40th coupon Euribor 3 months + 2.4%<br />

(v) - Until 40th coupon 5.41%; After 40th coupon Euribor 3 months + 2.4%<br />

(vi) - Until June 2014 fixed rate of 5.543%; After July 2014 Euribor 6 months + 2.07%<br />

(vii) - Until 40th coupon Euribor 3 months + 1.75%; After 40th coupon Euribor 3 months + 2.25%<br />

(viii) - Until October 2015 fixed rate of 4.239%; After November 2015 Euribor 3 months + 1.95%<br />

The analysis of the subordinated debt by the period to maturity, is as follows:<br />

3,858,383<br />

2008 2007<br />

Euros ’000<br />

1 to 5 years 876,236 462,391<br />

More than 5 years 779,656 1,498,305<br />

Undetermined 2,154,984 2,131,139<br />

3,810,876 4,<strong>09</strong>1,835<br />

Accruals 47,507 49,282<br />

3,858,383 4,141,117


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 199<br />

37. Other liabilities<br />

This balance is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Creditors:<br />

Suppliers 31,917 105,083<br />

From factoring operations 29,372 40,533<br />

Associate companies 340 27,173<br />

Other creditors 208,134 270,225<br />

Public sector 66,206 44,363<br />

Other amounts payable 17,492 87,277<br />

Deferred income 405 537<br />

Holiday pay and subsidies 52,725 52,657<br />

Amounts payable on trading activity 102,332 12,249<br />

Other liabilities 5,129,599 319,954<br />

5,638,522 960,051<br />

The balance Other liabilities includes the amount of Euros 73,540,000 (2007: Euros 95,139,000), related to the obligations with pensions already recognised in Staff<br />

costs, related to previous members of the Board of Directors. The referred obligations are not covered by the Pension Fund of the Group, and therefore cor respond<br />

to amounts payable by the Bank.<br />

As at 31 December 2008, the balance Other liabilities includes the amount of Euros 4,678,682,000 related to the loans portfolio securitized in operations Nova Finance<br />

3, Nova Finance 4, Magellan 5 and Caravela SME.<br />

38. Share capital, preference shares and other capital instruments<br />

The share capital of the Bank, amounts to Euros 4,694,600,000 and is represented by 4,694,600,000 shares with a nominal value of 1 Euro each, which is fully paid.<br />

In May 2008, the Banco Comercial Português, S.A. increased its share capital from Euros 3,611,329,567 to Euros 4,694,600,000 through the issue of 1,083,270,433<br />

shares pursuant to the exercise of shareholders proportional rights with a nominal value of 1 Euro per share and a subscription price of 1.2 Euro per share.<br />

39. Legal reserve<br />

Under Portuguese legislation, the Bank is required to set-up annually a legal reserve equal to a minimum of 10 percent of annual profits until the reserve equals the<br />

share capital. Such reserve is not normally distributable in cash. In accordance with the proposal for application of the results approved in the General Shareholders<br />

meeting held on 27 May, 2008, the Bank increased the Legal reserves in the amount of Euros 33,884,000. As referred in note 40, part of this amount was transferred<br />

to the balance "Other reserves", in accordance with the proposal for application mentioned above.


200 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

40. Fair value reserves, other reserves and retained earnings<br />

This balance is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Fair value reserves (64,148) (19,414)<br />

Deferred tax (AFS) 15,479 2,906<br />

(48,669) (16,508)<br />

Reserves and retained earnings:<br />

Legal reserve 380,291 477,202<br />

Statutory reserve - 84,000<br />

Interim dividends - (133,619)<br />

Other reserves and retained earnings (106,806) (1,267,842)<br />

273,485 (840,259)<br />

The legal reserve movement is analysed in note 38. The Fair value reserves correspond to the accumulated fair value changes of the financial instruments available<br />

for sale, in accordance with the accounting policy presented in note 1 c).<br />

The balance Statutory reserves correspond to a reserve to stabilise dividends that, according with the Bank’s By-Laws can be distributed.<br />

In accordance with the proposal for application of the results approved in the General Shareholders meeting held on 27 May, 2008, the balances Share Premium in<br />

the amount of Euros 881,707,000, Other reserves in the amount of Euros 1,176,854,000, Statutory reserves in the amount of Euros 84,000,000 and the amount of<br />

Euros 130,795,000 from Legal reserves were allocated to Other reserves and retained earnings.<br />

The balance Other reserves and retained earnings includes, as at 1 January 2006, a restatement in the amount of Euros 220,500,000 (net of deferred tax) resulting<br />

from the decision taken by the Executive Board of Directors refering to an asset booked in the financial statements.<br />

The gross movements in Fair value reserves for financial instruments available for sale, during 2008 are analysed as follows:<br />

Euros ’000<br />

Balance on Impairment Balance on<br />

1 January Revaluation in results Sales 31 December<br />

Fair value reserves (19,414) (74,812) 32,036 (1,958) (64,148)<br />

The gross movements in Fair value reserves for financial instruments available for sale, during 2007 are analysed as follows:<br />

Euros ’000<br />

Balance on Impairment Balance on<br />

1 January Revaluation in results Sales 31 December<br />

EDP - Energias de Portugal 131,502 41,819 - (173,321) -<br />

BPI, S.A. - (79,838) 79,838 - -<br />

Other (24,693) (26,445) 12,506 19,218 (19,414)<br />

106,8<strong>09</strong> (64,464) 92,344 (154,103) (19,414)<br />

During 2007, and as referred in note 7 and 21, the Bank sold the investment in EDP - Energias de Portugal. The potential gain previously recorded in 2007 as fair<br />

value reserves, in the amount of Euros 116,887,000 was recognized in results, as referred in note 7.<br />

41. Treasury stock<br />

This balance is analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Net book Number of Average book Net book Number of Average book<br />

value securities value value securities value<br />

Banco Comercial Português, S.A. shares 4,387 5,120,<strong>09</strong>4 0.86 - - -<br />

Treasury stock refers to own shares held by Banco Comercial Português, S.A. These shares are held within the limits established by the By-Laws and "Código das<br />

Socie dades Comerciais".


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 201<br />

42. Obligations and future commitments<br />

Obligations and future commitments are analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Guarantees granted 22,343,166 28,120,128<br />

Guarantees received 24,111,197 21,185,132<br />

Commitments to third parties 10,605,372 13,053,238<br />

Commitments from third parties 12,168,725 10,927,481<br />

Securities and other items held for safekeeping on behalf of customers 129,602,496 130,707,638<br />

Securities and other items held under custody by the Securities Depository Authority 122,983,489 120,504,488<br />

Other off balance sheet accounts 100,186,626 85,496,887<br />

The amounts of Guarantees granted and Commitments to third parties are analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Guarantees granted:<br />

Guarantees 11,065,884 14,545,217<br />

Open documentary credits 287,958 237,941<br />

Bails and indemnities 139,618 157,983<br />

Other liabilities 10,849,706 13,178,987<br />

22,343,166 28,120,128<br />

Commitments to third parties<br />

Irrevocable commitments<br />

Term deposits contracts 750,835 3,129,581<br />

Irrevocable credit lines 2,001,858 2,358,840<br />

Other irrevocable commitments 246,101 140,332<br />

Revocable commitments<br />

Revocable credit lines 5,771,938 5,020,675<br />

Bank overdraft facilities 1,834,640 2,403,810<br />

10,605,372 13,053,238<br />

Within its normal business, the Bank offers certain financial products that traditionally include credit related instruments accounted in off-balance sheet accounts and<br />

whose risks are therefore not partially or totally reflected on the financial statements.<br />

The guarantees granted by the Bank might or not might be related with loan transactions, where the Bank grants a guarantee in connection with a loan granted to<br />

a client by a third entity. According with its specific characteristics it is expected that some of these guarantees expire without being demanded and therefore these<br />

transactions do no necessarily represent a cash-outflow.<br />

Stand-by letters and open documentary credits aim to ensure the payment to third parties from commercial deals with foreign entities and therefore financing the<br />

shipment of the goods. Therefore the credit risk of these transactions is limited once they are collateralized by the shipped goods and are generally short term<br />

opera tions.<br />

Irrevocable commitments are non-used parts of credit facilities granted to corporate or retail customers. Many of these transactions have a fixed term and a variable<br />

interest rate and therefore the credit and interest rate risk is limited.<br />

The financial instruments accounted as Guarantees and other commitments are subject to the same approval and control procedures applied to the credit port folio,<br />

namely regarding the analysis of objective evidence of impairment, as described in note 1 b). The maximum credit exposure is represented by the nominal value that<br />

could be lost related to guarantees and commitments undertaken by the group in the event of default by the respective counterparties, without considering potential<br />

recoveries or collaterals.<br />

Considering their nature, as described above, no material losses are anticipated as a result of these transactions.


202 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

43. Distribution of profit<br />

The distribution of profit to shareholders is analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Dividends paid by Banco Comercial Português, S.A.<br />

Dividends declared and paid related to last year - 173,344<br />

Dividends antecipaded for the current year - 133,619<br />

- 306,963<br />

44. Relevant events occured during 2008<br />

Banco Comercial Português, S.A. share capital increase from Euros 3,611,329,567 to Euros 4,694,600,000<br />

In May 2008, the Bank executed the share capital increase, corresponding to the issue of 1,083,270,433 ordinary shares with a nominal value of 1 Euro each. After<br />

this increase the Banco Comercial Português, S.A. share capital amounts to Euros 4,694,600,000.<br />

Third issue of Coverd Bonds<br />

Banco Comercial Português, S.A. performed in May 2008 the third issue of covered bonds in the amount of Euros 1,000 million and maturity of three years. This<br />

issue was performed under the <strong>BCP</strong> Covered Bonds Programme, established in June 2007. The interest rate is 4.875%.<br />

Sale of the stake in Banco BPI<br />

Banco Comercial Português S.A. established in December 2008 a contract for the sale of 87,214,836 shares, representing 9.69%, of Banco BPI share capital.<br />

With this contract <strong>BCP</strong> has agreed to sell the BPI shares for a price of Euros 1.88 a share. This sale is subject to approval by the Bank of Portugal, under the terms<br />

of the General Banking and Financial Institutions Law.<br />

As a result of the execution of this contract Banco Comercial Português ceased to hold a qualified position in Banco BPI, S.A.<br />

Merger by incorporation <strong>BCP</strong> Participações Financeiras, SGPS, Sociedade Unipessoal, Lda.<br />

Banco Comercial Português, S.A. (<strong>BCP</strong>), finalized, as at 31 December 2008, the merger of its fully-owned subsidiary <strong>BCP</strong> Participações Financeiras, SGPS, Sociedade<br />

Unipessoal, Lda (<strong>BCP</strong> PF) into <strong>BCP</strong>, through the transfer of the total assets of <strong>BCP</strong> PF.<br />

Agreement with Sonangol and Banco Privado Atlântico<br />

Following the partnership agreement established in December 2007 and the agreements signed in May 2008 with Sonangol - Sociedade Nacional de Combustíveis<br />

de Angola, Empresa Pública ("Sonangol") and Banco Privado Atlântico S.A. ("BPA"), Banco Comercial Português, S.A. has agreed on the remaining elements of the<br />

transactions.<br />

The agreement sets the price and the conditions under which Sonangol and BPA will take 29.9% and 20% positions, respectively, in the capital of Banco <strong>Millennium</strong><br />

Angola, as well as the price and the conditions under which Banco <strong>Millennium</strong> Angola will acquire a 10% position in BPA. It is estimate that these operations have<br />

accounting impacts during 20<strong>09</strong>.<br />

Banco Comercial Português and Banco <strong>Millennium</strong> <strong>bcp</strong> Investimento, S.A. merger process<br />

Banco Comercial Português, S.A. decided in December 2008 to resume the process of merger by incorporation of Banco <strong>Millennium</strong> <strong>bcp</strong> Investimento, S.A., in order<br />

to directly pursue the investment banking activity.<br />

45. Fair value<br />

Fair value is based on market prices, whenever these are available. If market prices are note available, as it happens regarding many products sold to clients, fair value<br />

is estimated through internal models based on cash-flow discounting techniques. Cash-flows for the different instruments sold are calculated according with its financial<br />

characteristics and the discount rates used include both the interest rate curve and the current conditions of the pricing policy in the Bank.<br />

Therefore, the fair value obtained is influenced by the parameters used in the evaluation model that, necessarily have some degree of judgement and reflect exclusively<br />

the value attributed to different financial instruments. However it does not consider prospective factors, like the future business evolution. Under these conditions,<br />

the values presented cannot be understood as an estimate of the economic value of the Bank.<br />

The main methods and assumptions used in estimating the fair value for the assets and liabilities of the Bank are presented as follows:<br />

Cash and deposits at central banks, Loans and advances to credit institutions repayable on demand and Amounts owed to other credit institutions<br />

Considering the short maturity of these financial instruments, the amount in the balance sheet is a reasonable estimate of its fair value.<br />

Other loans and advances to credit institutions, Amounts owed to other credit institutions from Inter-bank Money Market transactions and Assets with repurchase agreement<br />

The fair value of these financial instruments is calculated discounting the expected principal and interest future cash flows for these instruments, considering that the<br />

payments of the instalments occur in the contractually defined dates. The discount rate used reflects the current conditions applied by the Bank in identical instruments<br />

for each of the different maturities.<br />

The discount rate include the market rates for the residual maturity date (rates from the monetary market or from the interest rate swap market, at the end of the<br />

year). As at 31 December 2008, the average discount rate was 3.08% for loans and advances and 2.92% for the deposits. As at 31 December 2007 the rates were<br />

4.20% and 4.66%, respectively.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 203<br />

Financial assets held for trading (except derivatives), Financial liabilities held for trading (except derivatives), Financial assets available for sale and Other financial liabilities held<br />

for trading at fair value trough profit<br />

These financial instruments are accounted at fair value. Fair value is based on market prices, whenever these are available. If market prices are not available, fair value<br />

is estimated through numerical models based on cash-flow discounting techniques, using the interest rate curve adjusted for factors associated, predominantly the<br />

credit risk and liquidity risk, determined in accordance with the market conditions and time frame.<br />

Interest rates are determined based on information disseminated by the suppliers of content financial - Reuters and Bloomberg - more specifically as a result of prices<br />

of interest rate swaps. The values for the very short-term rates are obtained from similar source but regarding interbank money market. The interest rate curve obtained<br />

is still calibrated against the values of interest rate short-term futures. Interest rates for specific periods of the cash flows are determined by appropriate methods of<br />

interpolation. The same interest rate curves are used in the projection of the cash flows not deterministic such as indexes.<br />

When optionality is involved, the standard templates (Black & Scholes, Black, Ho and others) considering the volatility areas applicable are used. Whenever there are<br />

no references in the market of sufficient quality or that the available models do not fully apply to meet the characteristics of the financial instrument, it is applied specific<br />

quotations supplied by an external entity, typically a counterparty of the business.<br />

In case of shares not listed, they are recognized at historical cost when there is not available a market value and it is not possible to determine reliably its fair value.<br />

Financial assets held to maturity<br />

These financial instruments are accounted at amortized cost net of impairment. Fair value is based on market prices, whenever these are available. If market prices<br />

are not available, fair value is estimated through numerical models based on cash-flow discounting techniques, using the interest rate curve adjusted for factors<br />

associated, predominantly the credit risk and liquidity risk, determined in accordance with the market conditions and time frame.<br />

Hedging and trading derivatives<br />

All derivatives are recorded at fair value.<br />

In case of those who are quoted in organised markets it is used its market price. As for derivatives traded " Over-the-counter", it is applied methods based on<br />

numerical cash-flow discounting techniques and models for assessment of options considering variables of the market, particularly the interest rates on the instruments<br />

in question, and where necessary, their variability.<br />

Interest rates are determined based on information disseminated by the suppliers of content financial - Reuters and Bloomberg - more specifically as a result of prices<br />

of interest rate swaps. The values for the very short-term rates are obtained from similar source but regarding interbank money market. The interest rate curve obtained<br />

is still calibrated against the values of interest rate short-term futures. Interest rates for specific periods of the cash flows are determined by appropriate methods of<br />

interpolation. The interest rate curves are used in the projection of the cash flows not deterministic such as indexes.<br />

Loans and advances to customers with defined maturity date<br />

The fair value of these instruments is calculated discounting the expected principal and interest future cash flows for these instruments, considering that the payments<br />

of the instalments occur in the contractually defined dates. The discount rate used reflects the current conditions applied by the Bank in similar instruments for each<br />

of the homogeneous classes of this type of instrument and with similar maturity. The discount rate includes the market rates for the residual maturity date (rates from<br />

the monetary market or from the interest rate swap market, at the end of the year) and the actual spread of the Bank, which was calculated from the average<br />

production of the last three months of the year. For 31 December 2008, the average discount rate was 4.72% and for December 2007 was 6.03%. The calculations<br />

also includes the credit risk spread.<br />

Loans and advances to customers without defined maturity date<br />

Considering the short maturity of these financial instruments, the conditions of the portfolio are similar to current conditions used at the date of the report. Therefore<br />

the amount in the balance sheet is a reasonable estimate of its fair value.<br />

Deposits from customers<br />

The fair value of these financial instruments is calculated by discounting the expected principal and interest future cash flows, considering that payments occur in the<br />

contractually defined dates. The discount rate used reflects the current conditions applied by the Bank in identical instruments with a similar residual maturity.<br />

The discount rate includes the market rates of the residual maturity date (rates of monetary market or the interes rate swap market, at the end of the year) and the<br />

actual spread of the Bank, which was calulated from the average prodution of the last three months of the year. For 31 December 2008, average discount rate was<br />

of 3.22% and for December 2007 was 4.51%.<br />

Debt securities issued and Subordinated debt<br />

For these financial instruments, the fair value was calculated for components that are not yet reflected in the balance sheet. The instruments that are at fixed rate<br />

and for which the Bank adopts an accounting policy of "hedge-accounting", the fair value related to the interest rate risk is already recorded.<br />

For the fair value calculation, it were considered other components of risk in addition to the interest rate risk already recorded. The fair value is based on market<br />

prices, whenever these are available. If market prices are not available, fair value is estimated through numerical models based on cash-flow discounting techniques,<br />

using the interest rate curve adjusted by associated factors, predominantly the credit risk and trading margin, the latter only in the case of issues placed for noninstitutional<br />

customers of the Bank.<br />

As original reference, the Bank applies the curves resulting from the interest rate swaps markets for each specific currency. The credit risk (spread credit) is represented<br />

by an execess from the curve of interest rate swaps established specifically for each term and class of instruments based on the market prices on equivalent<br />

instruments.<br />

For own emissions placed among non institutional costumers of the Bank, it was added one more differential (spread trade), which represents the margin between<br />

the financing cost in the institutional market and the cost obtained by distributing the respective instrument in the commercial network owned.<br />

The average reference rates of the curve of income obtained from quotations of the market in EUR and used in the calculation of the fair value of treasury stock<br />

was 6.48% for subordinated issues (31 december 2007: 5.82%) and 4.71% senior and collateralized issues (31 December 2007: 5.00%).


204 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

For financial liabilities with embedded derivatives separable and for which the Bank makes revaluation, the calculation of fair value focused on all the components of<br />

these instruments, so that the difference found as at 31 December 2008, in the amount of Euros 256,677,000 (31 December 2007: Euro 15,028,000), which cor -<br />

respond to an decrease in financial liabilities, includes a payable amount of Euros 9,248,000 (31 December 2007: a payable amount of Euros 32,250,000) which are<br />

recorded in Financial assets and liabilities held for trading and reflect the fair value of derivatives embedded.<br />

As at 31 December 2008, the following table presents the values of the interest rates used in the clearance of the curves interest rate of major currencies, including<br />

EUR, USD, GBP and PLN used to determine the fair value of the assets and liabilities of the Bank:<br />

Currencies<br />

EUR USD GBP PLN<br />

1 day 1.98% 0.18% 1.50% 5.49%<br />

7 days 2.20% 0.43% 1.85% 5.36%<br />

1 month 2.50% 0.50% 1.95% 5.51%<br />

2 months 2.76% 1.40% 2.45% 5.64%<br />

3 months 2.90% 1.68% 2.55% 5.78%<br />

6 months 2.98% 1.88% 2.69% 5.85%<br />

9 months 2.99% 2.10% 2.78% 5.87%<br />

1 year 3.05% 2.22% 2.93% 4.40%<br />

2 years 2.68% 1.44% 2.60% 4.30%<br />

3 years 3.03% 1.73% 2.85% 4.21%<br />

5 years 3.23% 2.13% 3.15% 4.16%<br />

7 years 3.46% 2.36% 3.31% 4.25%<br />

10 years 3.74% 2.57% 3.45% 4.38%<br />

15 years 3.90% 2.82% 3.67% 4.38%<br />

20 years 3.85% 2.78% 3.58% 4.23%<br />

30 years 3.54% 2.75% 3.32% 3.95%


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 205<br />

The next table shows the main adjustments to the financial assets and liabilities of the Bank that do not represent its fair value:<br />

2008<br />

Held for Available Amortized Book Fair<br />

Trading for sale cost Others value value<br />

Cash and deposits at central banks - - - 1,046,774 1,046,774 1,046,774<br />

Loans and advances to credit institutions<br />

Repayable on demand - - - 971,333 971,333 971,333<br />

Other loans and advances - - 9,865,971 - 9,865,971 9,873,841<br />

Loans and advances to customers - - 55,673,236 - 55,673,236 54,490,432<br />

Financial assets held for trading 2,495,847 - - - 2,495,847 2,495,847<br />

Other financial assets held<br />

for trading at fair value through results 60,755 - - - 60,755 60,755<br />

Financial assets available for sale - 8,061,960 - - 8,061,960 8,061,960<br />

Hedging derivatives 108,974 - - - 108,974 108,974<br />

Held to maturity - - 1,<strong>09</strong>5,769 - 1,<strong>09</strong>5,769 1,077,652<br />

Investments in associated companies - - - 3,958,477 3,958,477 3,958,477<br />

2,665,576 8,061,960 66,634,976 5,976,584 83,339,<strong>09</strong>6 82,146,045<br />

Deposits from central banks - - 3,062,886 - 3,062,886 3,062,886<br />

Deposits from other credit institutions - - 20,722,531 - 20,722,531 20,689,353<br />

Amounts owed to customers - - 31,713,736 - 31,713,736 31,723,447<br />

Debt securities - - 10,425,895 - 10,425,895 10,169,218<br />

Financial liabilities held for trading 1,466,781 - - - 1,466,781 1,466,781<br />

Other financial liabilities held for<br />

trading at fair value trough results 5,716,381 - - - 5,716,381 5,716,381<br />

Hedging derivatives 36,547 - - - 36,547 36,547<br />

Subordinated debt - - 3,858,383 - 3,858,383 3,328,152<br />

7,219,7<strong>09</strong> - 69,783,431 - 77,003,140 76,192,765<br />

Euros ’000<br />

2007<br />

Held for Available Amortized Book Fair<br />

Trading for sale cost Others value value<br />

Cash and deposits at central banks - - - 1,341,470 1,341,470 1,341,470<br />

Loans and advances to credit institutions<br />

Repayable on demand - - - 1,347,567 1,347,567 1,347,567<br />

Other loans and advances - - 13,228,408 - 13,228,408 13,161,213<br />

Loans and advances to customers - - 48,832,375 - 48,832,375 48,842,161<br />

Financial assets held for trading 1,773,280 - - - 1,773,280 1,773,280<br />

Other financial assets held<br />

for trading at fair value through results 59,216 - - - 59,216 59,216<br />

Financial assets available for sale - 5,043,127 - - 5,043,127 5,043,127<br />

Hedging derivatives 35,778 - - - 35,778 35,778<br />

Investments in associated companies - - - 1,879,744 1,879,744 1,879,744<br />

1,868,274 5,043,127 62,060,783 4,568,781 73,540,965 73,483,556<br />

Deposits from central banks - - 781,682 - 781,682 781,682<br />

Deposits from other credit institutions - - 29,664,904 - 29,664,904 29,623,907<br />

Amounts owed to customers - - 29,105,626 - 29,105,626 29,<strong>09</strong>0,136<br />

Debt securities - - 8,441,947 - 8,441,947 8,426,919<br />

Financial liabilities held for trading 1,154,317 - - - 1,154,317 1,154,317<br />

Other financial liabilities held for<br />

trading at fair value trough results 1,362,880 - - - 1,362,880 1,362,880<br />

Hedging derivatives 80,277 - - - 80,277 80,277<br />

Subordinated debt - - 4,141,117 - 4,141,117 4,055,489<br />

2,597,474 - 72,135,276 - 74,732,750 74,575,607<br />

Euros ’000


206 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

46. Pensions<br />

The Bank assumed the liability to pay to their employees, pensions on retirement or disabilities and other responsibilities. These liabilities also comply with the terms<br />

of the 'Acordo Colectivo de Trabalho do Sector Bancário' (ACT). The Group's pension obligations and other liabilities are covered through the Banco Comercial<br />

Português Pension Fund managed by PensõesGere - Sociedade Gestora de Fundo de Pensões, S.A. At 31 December, 2008 and 2007 the number of participants<br />

covered by this pension plan is analysed as follows:<br />

2008 2007<br />

Number of participants<br />

Pensioners 15,504 15,463<br />

Employees 10,263 10,349<br />

25,767 25,812<br />

In accordance with the accounting policy, described in note 1 v), the pension obligation and the respective funding for the Bank as at 31 December, 2008 and 2007<br />

based on an actuarial valuation made using the projected unit credit method are analysed as follows:<br />

Euros ’000<br />

2008 2007 2006 2005<br />

Projected benefit obligations<br />

Pensioners 4,382,647 4,493,727 4,458,474 4,223,479<br />

Employees 1,251,746 1,296,028 1,166,107 750,031<br />

5,634,393 5,789,755 5,624,581 4,973,510<br />

Seniority premium 52,076 50,941 48,572 49,455<br />

Value of the Pension Fund (5,239,077) (5,535,037) (5,493,903) (4,654,625)<br />

Provisions for defined contributions complementary plan (12,188) - - -<br />

Liabilities not financed by the Pension Fund 435,204 305,659 179,250 368,340<br />

Liabilities covered outside the Pension Fund (434,953) (446,028) (449,817) (394,<strong>09</strong>4)<br />

(Surplus) / Deficit 251 (140,369) (270,567) (25,754)<br />

As at 31 December 2008, the value Projected benefit obligations includes the amount of Euros 300,224,000 (31 December 2007: Euros 317,649,000) related with<br />

the obligations with past services for the Complementary Plan which are totally funded.<br />

Following the decision of the Executive Board of Directors dated 21 September 2006, the ‘Complementary Pension Plan’ which was established in the ‘Plano de Pensões<br />

do Fundo de Pensões do Grupo Banco Comercial Português’ (Defined benefit), will be funded through a defined contribution. However, the employees hired until<br />

the reference date of this decision maintain the benefits that they were entitled to under the previous plan (‘Defined Benefit’). This defined benefit is guaranteed by<br />

the Group company to which they are contractually related at the date of retirement.<br />

On this basis, Group companies will, annually, fund the Pension Fund in order to cover this benefit, in case of a deficit. The amount will be determined in accordance<br />

with the actuarial valuation performed each year, and funding will be performed annually.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 207<br />

The change in the present value of obligations during 2008 is analysed as follows:<br />

2008 2007<br />

Extra-Fund<br />

Pension Benefit Seniority Other retirement<br />

obligations premium Benefits Total Total<br />

Euros ’000<br />

Balance as at 1 January 5,394,668 50,941 395,087 5,840,696 5,673,153<br />

Service cost 80,331 3,372 1,851 85,554 74,119<br />

Interests costs 275,945 2,616 20,059 298,620 262,482<br />

Actuarial (gains) and losses<br />

Not related with changes in actuarial assumptions 23,043 - 2,988 26,031 72,171<br />

Arising from changes in actuarial assumptions (260,082) - (22,452) (282,534) 9,865<br />

Payments (283,651) (2,226) (22,963) (308,840) (298,814)<br />

Early retirement programmes 2,633 - 3,<strong>09</strong>2 5,725 30,338<br />

Contributions of employees 10,708 - - 10,708 10,763<br />

Other charges 7,920 (2,627) 5,214 10,507 6,619<br />

Balance as at 31 December 5,251,515 52,076 382,876 5,686,467 5,840,696<br />

As at 31 December 2008, the value of the pensions paid by the Pension Fund amounted to Euros 283,651,000 (31 December 2007: Euros 273,396,000).<br />

The elements of the assets of the Pension Fund are analyzed:<br />

2008 2007<br />

Euros ’000<br />

Variable income securities:<br />

Shares 1,058,801 1,911,029<br />

Bonds 944,186 1,231,797<br />

Fixed income securities 1,137,803 747,913<br />

Premises 376,793 381,969<br />

Investment fund units 907,082 1,071,263<br />

Loans and advances to credit institutions 806,<strong>09</strong>1 140,240<br />

Others 8,321 50,826<br />

5,239,077 5,535,037<br />

The balance Premises includes the buildings owned by the Fund and used by the Group companies that as at 31 December 2008, amounted to Euros 373,302,000<br />

(31 December 2007: Euros 378,127,000).<br />

The securities issued by the Bank accounted in the portfolio of the Fund are analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Fixed income securities 358,767 153,834<br />

Variable income securities 60,548 225,817<br />

419,315 379,651


208 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

The change in the fair value of assets of the Fund during 2008 and 2007 is analysed as follows:<br />

Euros ’000<br />

2008 2007<br />

Balance as at 1 January 5,535,037 5,493,903<br />

Expected return on plan assets 288,803 285,036<br />

Actuarial gains and losses (1,073,724) (76,995)<br />

Contributions to the Fund 760,208 89,276<br />

Payments (283,651) (273,396)<br />

Contributions of employees 10,708 10,763<br />

Other charges 1,696 6,450<br />

Balance as at 31 December 5,239,077 5,535,037<br />

The contributions made by the Group to the Pension Fund during 2008 did not result in any actuarial gain or loss, since they were made in cash.<br />

The evolution of the fair value of the securities related with those asset contributions made in 2006 and 2005 that resulted in significant actuarial gains or losses in<br />

2007 and 2006 is presented as follows:<br />

Euros ’000<br />

Potential and realized Gains / (Losses)<br />

2007 2006<br />

Issuer<br />

Contribution<br />

Year<br />

Contribution<br />

Value<br />

Year Acumulated Year Acumulated<br />

Friends Provident PLC (i) 2005 82,531,602 (32,333) (10,428) 14,873 21,905<br />

Comercial Imobiliária (ii) 2005 200,000,000 (2,866) (115,866) (113,000) (113,000)<br />

EDP - Energia de Portugal (i) 2005 164,228,497 49,742 188,705 97,905 138,963<br />

Banca Intesa Spa (i) 2005 486,656,411 (54,799) 187,128 171,248 241,927<br />

EDP - Energia de Portugal (i) 2006 44,225,000 9,135 20,590 17,980 11,455<br />

Banco de Sabadell (i) 2006 20,467,500 (803) (14,910) 2,205 (14,108)<br />

Banco Sabadell (i) 2006 83,079,500 (2,622) (64,925) 7,203 (62,304)<br />

(34,546) 190,294 198,414 224,838<br />

Type:<br />

(i) - shares<br />

(ii) - commercial paper<br />

As referred in note 51, the Pensions Fund registered an actuarial loss in the amount of Euros 115.000.000 approximately related to the commercial paper issued by<br />

Comercial Imobiliária. The amount of the actuarial loss, net of amortizations, as at 31 December 2008, is Euros 98.000.000. This amount will be amortized by the<br />

remaining term of 17 years with a annual amortization of approximately Euros 5,750,000.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 2<strong>09</strong><br />

The change in the amounts payable to the Pension Fund related with the obligations, during 2008 and 2007 is analysed as follows:<br />

Euros ’000<br />

(Surplus) / Deficit<br />

2008 2007<br />

Extra-fund<br />

Pension Benefit Seniority Other retirement<br />

obligations premium Benefits Total Total<br />

Balance as at 1 January (140,369) 50,941 395,087 305,659 179,250<br />

Service cost 80,331 3,372 1,851 85,554 74,119<br />

Interests costs 275,945 2,616 20,059 298,620 262,482<br />

Cost with early retirement programs 8,890 - 8,297 17,187 30,338<br />

Expected return on plan assets (288,803) - - (288,803) (285,036)<br />

Actuarial gains and losses<br />

Not related with changes in actuarial assumptions 1,<strong>09</strong>6,767 - 2,988 1,<strong>09</strong>9,755 149,166<br />

Arising from changes in actuarial assumptions (260,082) - (22,452) (282,534) 9,865<br />

Contributions to the Fund (760,208) - - (760,208) (89,276)<br />

Benefits paid - (2,226) (22,963) (25,189) (25,418)<br />

Other charges (12,221) (2,627) 9 (14,839) 169<br />

Balance as at 31 December 250 52,076 382,876 435,202 305,659<br />

The contributions to the Pension Fund, made by the Bank, are analysed as follows:<br />

2008 2007<br />

Euros ’000<br />

Other securities - 77,384<br />

Cash 760,208 11,892<br />

760,208 89,276<br />

In accordance with IAS 19, deferred actuarial losses, including the corridor, as at 31 December 2008 are analysed as follows:<br />

Corridor<br />

Euros ’000<br />

Actuarial losses<br />

Amount in excess<br />

of the Corridor<br />

Balance as at 1 January 2008 578,976 741,753<br />

Actuarial gains and losses<br />

Not related with changes in actuarial assumptions - 1,<strong>09</strong>9,755<br />

Arising from changes in actuarial assumptions - (282,534)<br />

Amortisation of actuarial gains and losses - (37,088)<br />

Other variations - (2,064)<br />

Variation in the corridor (15,537) 15,537<br />

Balance as at 31 December 2008 563,439 1,535,359<br />

As at 31 December 2008, considering the value of the actuarial gains and losses registered in the calculation of the benefit obligations and in the value of the Fund,<br />

the value of the corridor calculated in accordance with paragraph 92 of IAS 19, amounted to Euros 563,439,000 (31 December 2007: Euros 578,976,000).<br />

As at 31 December 2008, the net actuarial gains and losses in excess of the corridor amounted to Euros 1,535,359,000 (31 December 2007: Euros 741,753,000)<br />

and will be amortized against staff costs over a 20 year period considering the year-end balance of the previous year, as referred in the accounting policy presented<br />

in note 1 v).


210 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

In 2008, the Bank accounted as pension costs the amount of Euros 149,083,000 (31 December 2007: Euros 128,384,000). The cost of the year is analysed as<br />

follows:<br />

Euros ’000<br />

2008 2007<br />

Pension<br />

and other Seniority<br />

Benefits Costs premium Total Total<br />

Service cost 82,182 3,372 85,554 74,119<br />

Interest costs 296,004 2,616 298,620 262,482<br />

Expected return on plan assets (288,803) - (288,803) (285,036)<br />

Amortization of actuarial gains and losses 37,088 - 37,088 33,023<br />

Costs with early retirement programs 5,725 - 5,725 30,338<br />

Reversal of the actuarial losses from the<br />

responsibilities of early retirement 'curtailment' 2,064 - 2,064 13,720<br />

Other 11,462 (2,627) 8,835 (262)<br />

Cost of the year 145,722 3,361 149,083 128,384<br />

The balance Other charges includes the amount of 11,462,000 Euros relating to the transfer of responsibilities in the Bank's balance sheet as retirement benefits and<br />

related members of the Executive Board of Directors who were retired in 2007. This transfer did not cause any increase in costs in the profit and loss account of the<br />

year in 2008 as it had already been accrued for in 2007.<br />

As referred in note 37, as at 31 December 2007, the Group accounted the amount of Euros 95,139,000, related to the obligations with pensions already recognised<br />

in Staff costs, related to previous members of the Board of Directors. The referred obligations are not covered by the Pension Fund of the Group, and correspond<br />

to amounts payable by the Bank.<br />

The movement of the amounts of the responsibilities with retirement pensions payable to former members of the Board of Directors is analysed as follows:<br />

Balance as at 31 December 2007 95,139<br />

Purchase of insurance policies (13,052)<br />

Write-back (6,430)<br />

Payments (2,117)<br />

Balance as at 31 December 2008 73,540<br />

Euros ’000<br />

Considering the market indicators, particulary the estimations of the inflation and the long term interest rate for Euro Zone as well as the demografic carachteristics<br />

of the participants, the Group changed the actuarial assumptions used for the calculation of the liabilities for the pension obligations with reference to 31 December<br />

2008. The comparative analysis of the actuarial assumptions is shown as follows:<br />

Banco Comercial Português Fund<br />

2008 2007<br />

Increase in future compensation levels 3.25% 3.25%<br />

Pensions increase rate 2.25% 2.25%<br />

Projected rate of return of fund assets 5.50% 5.50%<br />

Discount rate 5.75% 5.25%<br />

Mortality tables<br />

Men TV 73/77 - 1 year TV 73/77 - 1 year<br />

Women TV 88/90 - 2 years TV 88/90<br />

Disability rate 0.00% 0.00%<br />

Turnover rate 0.00% 0.00%<br />

Costs with health benefits increase rate 6.50% 6.50%<br />

The assumptions used in the calculation of the pension liabilities are in accordance with the requirements of IAS 19. No disability decreases are considered in the<br />

calculation of the total liabilities.<br />

The projected rate of return of the Funds assets was determined on a consistent way according with current market conditions and with the nature and return of<br />

the plan assets.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 211<br />

Net actuarial losses related to the diference between the actuarial assumptions used for the estimation of the pension liabilities and the actual liabilities as well as the<br />

impact of changing assumptions, for the year ended 31 December 2008 amounted to Euros 817,222,000 (31 December 2007: actuarial losses of Euros 158,295,000)<br />

and are analysed as follows:<br />

Actuarial (gains) / losses<br />

2008 2007<br />

Deviation between expected and actual liabilities 26,032 81,299<br />

Discount rate (392,822) -<br />

Mortality tables 110,288 -<br />

Return of Plan assets 1,073,724 76,996<br />

817,222 158,295<br />

Euros ’000<br />

Health benefit costs have a significant impact in pension costs. Considering this impact we produced a sensitivity analysis to a positive one percent variation in health<br />

benefit costs (from 6.5% to 7.5% in 2008) and a negative variation (from 6.5% to 5.5% in 2008) of one percent in health benefit costs, whose impact is analysed as<br />

follows:<br />

Euros ’000<br />

Positive variation of 1% Negative variation of 1%<br />

(6.5% to 7.5%) (6.5% to 5.5%)<br />

2008 2007 2008 2007<br />

Pension cost impact 524 498 (524) (498)<br />

Liability impact 43,571 45,069 (43,571) (45,069)<br />

The liabilities with health benefits are fully covered by the Pension Fund and amount to Euros 283,214,000 (31 December 2007: Euros 292,946,000). The estimated<br />

value of contributions to the pension plan in 20<strong>09</strong> is Euros 128,233,000.<br />

47. Related parties<br />

The Group grants loans in the ordinary course of its business within the Group and to other related parties. Under the Collective Agreement of Labour for Employees<br />

of the Portuguese Banking Sector (the “ACTV”) which includes substantially all employees of banks operating in Portugal, the Group grants loans to employees at<br />

interest rates fixed under the ACTV for each type of loan upon request by the employees.<br />

As at 31 December, 2008, loans to members of the Executive Board of Directors and their direct family members amounted to Euros 754,000 (31 December 2007:<br />

Euros: 111,000), which represented 0.01% of shareholders’ equity (31 December 2007: 0.01%). The amount of loans recorded in 2007 are credit cards expenses,<br />

which are totally paid in the next month.<br />

As at 31 December 2008, the principal loans and guarantees (excluding interbank and money market transactions) the Group has made to shareholders holding,<br />

together with their affiliates, 2% or more of the share capital whose holdings in aggregate, together with their affiliates, represent 51.2% of the share capital as of<br />

31 December 2008 (31 December 2007: 59.2%) described in the Executive Board of Directors report, amounted to approximately Euros 2,219,572,000 (31<br />

December 2007: Euros 2,272,183,000). Each of these loans was made in the ordinary course of business, on substantially the same terms as those prevailing at the<br />

time for comparable transactions with other persons.<br />

Remunerations to the Executive Board of Directors<br />

For the exercise of its functions, members of the Executive Board of Directors did not received remunerations besides those that are communicated. Therefore,<br />

considering that the remuneration of members of the Executive Board of Directors intend to compensate the functions that are performed directly in the Bank and<br />

all other functions on subsidiaries or other companies for which they have been designated by indication or representing the Bank, in the later case, the net amount<br />

of the remunerations annualy received by each member are deducted to the fixed annual remuneration.<br />

The remunerations paid to the members of the Executive Board of Directors in 2008 amounted to Euros 3,413,000 (2007: Euros 4,710,000), with Euros 367,000<br />

paid by subsidiaries or companies whose governing bodies represent interests in the Group. During 2008 no variable remuneration was attributed to the members<br />

of the Executive Board of Directors.<br />

During 2008, the costs with Social Security and the contributions to the Pension Fund for members of the Executive Board of Directors amounted to Euros 1,031,000<br />

(2007: Euros 6,518,000).<br />

Considering that some members of the Executive Board of Directors were Directors of the Bank and companies Group during 2007 and until their election in 2008,<br />

fixed and variable remunerations were paid to them in the amount of Euros 1,001,000, the variable part being related to 2007.


212 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

Transactions with the Pension Fund<br />

During the first semester of 2008, <strong>BCP</strong> Group repurchased to the Pension Fund, BII Finance Company bonds issued on 25 September 1996 and with maturity on<br />

25 September 2011, in the amount of Euros 232,000,000.<br />

During 2008 all the contributions to the Pension Fund were made in cash.<br />

The Group has made transactions with the Pension Fund, during 2007, that are analysed as follows:<br />

– Contribution of 77,000,000 bonds BPA Floating 29/<strong>09</strong>/2049 in the amount of Euros 77,205,000, as referred in note 46 Pensions.<br />

– Additionally and as referred in note 46 Pensions, other additional contributions in 2007 were made by the Bank in cash, in the amount of Euros 11,892,000.<br />

Recovery of loans previously charged-off<br />

During the year 2007 the Bank has accounted for a recovery of loans previously charged-off in the amount of Euros 14,300,000 regarding a set of loans to companies<br />

related with a member of the family of a member of the Governing Boards.<br />

Retirements of the members of the Executive Board of Directors<br />

In 2007, the Bank booked Euros 78,864,000 under staff costs related to the present value of the retirement benefits granted to the members of the Executive Board<br />

of Directors, who retired during the year.<br />

Additionally there was a termination of the contracts with three former Board members in functions at 31 December 2007, for which the Bank paid the amount of<br />

Euros 18,700,000. Considering the amount provisioned and financed at that time related to the liabilities with pensions, the impact in the net income for the year<br />

amounted to Euros 12,770,000, which was compensated by the reversal of the accrual of the pluriannual variable remunerations described above.<br />

Regarding the retirement and termination of the employment contracts of the former members of the Executive Board of Directors, curtailment costs were accounted<br />

in the amount of Euros 16,633,000.<br />

The shareholder and bondholder position of members of the Corporate's Boards, is as follows:<br />

Changes during 2008<br />

Shareholders/Bondholders Security Number of<br />

securities at<br />

31/12/2008 31/12/2007<br />

Acquisitions Disposals Date<br />

Unit<br />

Price<br />

Euros<br />

Members of Corporate Boards<br />

Armando Vara <strong>BCP</strong> shares 10,000 0 10,000 18-Apr-08 1.84<br />

Paulo José Ribeiro Moita Macedo <strong>BCP</strong> shares 259,994 200,001 59,993 (a) 5-May-08 1.20<br />

Luis Maria França de Castro Pereira Coutinho <strong>BCP</strong> shares 247,288 190,228 4 (b) 10-Apr-08 2.00<br />

57,060 (a) 24-Apr-08 1.20<br />

Vitor Manuel Lopes Fernandes <strong>BCP</strong> shares 20,000 0 12,500 (e) 7-Apr-08 2.12<br />

12,500 (c) 7-Apr-08 0.10<br />

3,749 (a) 24-Apr-08 1.20<br />

64 (a) 29-Apr-08 1.20<br />

3,687 2-Jun-08 1.62<br />

José João Guilherme <strong>BCP</strong> shares 51,000 50,500 500 22-Jan-08 2.08<br />

51,000 (b) 16-Apr-08 0.20<br />

Nelson Ricardo Bessa Machado <strong>BCP</strong> shares 259,992 200,000 2 (b) 15-Apr-08 0.25<br />

59,992 (a) 24-Apr-08 1.20<br />

Members of Supervisory Board<br />

Gijsbert Swalef <strong>BCP</strong> shares 282,633 217,416 65,217 (a) 24-Apr-08 1.20<br />

Ângelo Ludgero da Silva Marques <strong>BCP</strong> shares 1,765,013 357,740 1,000,000 17-Apr-08 2.74<br />

407,273 (a) 24-Apr-08 1.20<br />

<strong>BCP</strong> Finance Company 5,543 PCT Eur 2,500 2,500<br />

António Luis Guerra Nunes Mexia <strong>BCP</strong> shares 1,299 1,000 3 (b) 17-Apr-08 0.18<br />

299 (a) 24-Apr-08 1.20<br />

António Manuel Ferreira da Costa Gonçalves <strong>BCP</strong> shares 4,440,807 4,015,577 1,204,530 (a) 24-Apr-08 1.20<br />

74,182 24-Apr-08 1.85<br />

725,818 28-Apr-08 1.86<br />

20,700 (a) 29-Apr-08 1.20<br />

Bcp Obrg Cx Sup Inv Mill II 12/10 2,000 2,000<br />

(continue)


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 213<br />

(continuation)<br />

Shareholders/Bondholders Security Number of<br />

securities at<br />

31/12/2008 31/12/2007<br />

Changes during 2008<br />

Acquisitions Disposals Date<br />

Unit<br />

Price<br />

Euros<br />

Francisco de La Fuente Sánchez <strong>BCP</strong> shares 2,313 1,780 533 (a) 29-Apr-08 1.20<br />

<strong>BCP</strong> Bonds Cx Rend. Cresc. Feb 06/08 0 900 900 14-Feb-08 50<br />

<strong>BCP</strong> Bonds Cx TOP 6 May 06/08 0 1,000 1,000 9-May-08 50<br />

Bonds Cx Aforro Cresct 6% Sep 2006/08 0 1,600 1,600 5-Sep-08 50<br />

<strong>BCP</strong> Bonds Cx Top 10 November 2006/2008 0 400 400 27-Nov-08 50<br />

<strong>BCP</strong> Ob Cx <strong>Millennium</strong> Cresc Agosto 2010 500 500<br />

<strong>BCP</strong> Ob Cx Multi-Rend Europa Out. 2010 1,500 1,500<br />

<strong>BCP</strong> Obg Cx Inv. Selec. Mundial Nov 07/<strong>09</strong> 2,000 2,000<br />

<strong>BCP</strong> Obg Cx Inv. Especial 2007/20<strong>09</strong> 3ª Em 300 300<br />

<strong>BCP</strong> Obg Cx Super Investimento Feb 08/11 1,000 0 1,000 (d) 12-Feb-08 50<br />

<strong>BCP</strong> Obg Cx Inv. Mercadorias March 08/11 1,500 0 1,500 (d) 25-Mar-08 50<br />

<strong>BCP</strong> Obg Cx Energias Renováveis 08/2011 1,000 0 1,000 (d) 17-Jun-08 50<br />

<strong>BCP</strong> Obg Cx Subordinadas 1ª Série 1,600 0 1,600 (d) 26-Sep-08 50<br />

João Alberto Pinto Basto <strong>BCP</strong> shares 162,737 125,186 1 (b) 16-Apr-08 0.20<br />

37,551 (a) 24-Apr-08 1.20<br />

José Eduardo Faria Neiva dos Santos <strong>BCP</strong> shares 1,383 1,000 304 (a) 24-Apr-08 1.20<br />

158 31-Jul-08 1.37<br />

2 4-Aug-08 1.12<br />

6 1-Sep-08 1.18<br />

93 9-Sep-08 1.25<br />

5 2-Oct-08 1.11<br />

105 6-Oct-08 1.02<br />

<strong>BCP</strong> Obg Cx Sup Aforro <strong>Millennium</strong> 1ª 2013 700 0 700 (d) 25-Mar-08 50.00<br />

<strong>BCP</strong> Obg Cx Sup Aforro Mil Sr B 1ªE 2013 500 0 500 (d) 28-Oct-08 50.00<br />

Keith Satchell <strong>BCP</strong> shares 3,769 2,900 869 (a) 24-Apr-08 1.20<br />

Luís Francisco Valente de Oliveira <strong>BCP</strong> shares 81,775 62,659 18,795 (a) 24-Apr-08 1.20<br />

321 (a) 29-Apr-08 1.20<br />

Luís de Melo Champalimaud <strong>BCP</strong> shares 20,000 5,000 45,007 (e) 10-Apr-08 0.22<br />

1 (b) 10-Apr-08 0.22<br />

15,000 (a) 24-Apr-08 1.20<br />

Mário Branco Trindade <strong>BCP</strong> shares 53,620 41,085 12,324 (a) 24-Apr-08 1.20<br />

211 (a) 29-Apr-08 1.20<br />

Spouse and Dependent Children<br />

Alexandra Maria Ferreira C. Gonçalves <strong>BCP</strong> shares 290,868 170,000 50 4-Apr-08 2.11<br />

31,000 7-Apr-08 1.98<br />

51,007 (a) 24-Apr-08 1.20<br />

875 (a) 29-Apr-08 1.20<br />

15,036 22-Jul-08 1.13<br />

5,100 22-Sep-08 1.27<br />

45,000 25-Sep-08 1.19<br />

55,000 30-Sep-08 1.13<br />

50,000 7-Nov-08 0.90<br />

50,000 26-Nov-08 0.75<br />

<strong>BCP</strong> Ob Cx Inv. Especial 2007/20<strong>09</strong> 2ª Em 1,000 1,000 1,000 (a) 4-Dec-07 50<br />

<strong>BCP</strong> Fin Ilin Wr Bask Enhanc X Eur Dec/10 80 80 80 (a) 14-Dec-07 1,000<br />

(a) Subscription of share capital increase of <strong>BCP</strong>.<br />

(b) Sale of subscription rights of share capital increase of <strong>BCP</strong>.<br />

(c) Subscription.<br />

(d) Subscription.<br />

(e) Internal Deposit / Internal Transfer.


214 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

As at 31 December 2008, the Bank had credits over subsidiaries and the <strong>Millennium</strong> <strong>bcp</strong> Fortis Group, represented or not by securities, included in the items of Loans<br />

and advances to credit institutions and to customers and financial assets held for trading and available for sale, are analysed as follows:<br />

Loans and advances<br />

Financial assets<br />

Credit<br />

Available<br />

Institutions Customers Trading for sale Total<br />

Banco de Investimento Imobiliário, S.A. 2,473,967 - - 575,646 3,049,613<br />

Banque Privée <strong>BCP</strong> (Suisse) S.A. 643,089 - - - 643,089<br />

<strong>BCP</strong> Bank & Trust Company (Cayman) Limited 1,373,126 - - - 1,373,126<br />

<strong>BCP</strong> Finance Bank Ltd 520,500 - 6,287 141,183 667,970<br />

Banca <strong>Millennium</strong> S.A. 5,420 - - - 5,420<br />

<strong>Millennium</strong> <strong>bcp</strong> - Prestação de Serviços, A.C.E. - 38,816 - - 38,816<br />

<strong>BCP</strong> Investimento Group 853,731 - - 518,528 1,372,259<br />

<strong>Millennium</strong> Bank (Greece) Group 1,147,337 - 60,755 551,440 1,759,532<br />

Banco <strong>Millennium</strong> Angola, S.A. 82,992 - - - 82,992<br />

<strong>Millennium</strong> Bank, Anonim Sirketi (Turquia) 112,524 - - - 112,524<br />

Others 7,313 - - - 7,313<br />

7,219,999 38,816 67,042 1,786,797 9,112,654<br />

Euros ’000<br />

As at 31 December 2008, the Bank had credits over associated companies, represented or not by securities, included in the items of Loans and advances to credit<br />

institutions and to customers, and financial assets held for trading and available for sale, in the amount of Euros 117,756,000.<br />

As at 31 December 2008, the Bank's liabilities with subsidiaries and the <strong>Millennium</strong> <strong>bcp</strong> Fortis Group, represented or not by securities, included in items Deposits<br />

from credit institutions and to customers, Debt securities issued and in Subordinated debt, are analysed as follows:<br />

Euros ’000<br />

Deposits from<br />

Credit Debt Subordinated<br />

Institutions Customers Securities Issued Debt Total<br />

Banco Activobank (Portugal), S.A. 234,368 - - - 234,368<br />

Banco de Investimento Imobiliário, S.A. 528,<strong>09</strong>2 767 - - 528,859<br />

Bank <strong>Millennium</strong> Group (Poland) 24,256 - - - 24,256<br />

Banque Privée <strong>BCP</strong> (Suisse) S.A. 104,961 - - - 104,961<br />

<strong>BCP</strong> Bank & Trust Company (Cayman) Limited 3,613,797 - - - 3,613,797<br />

<strong>BCP</strong> Finance Bank Ltd 11,760,061 - - 1,786,349 13,546,410<br />

<strong>BCP</strong> Finance Company, Ltd - 3,040 - 1,000,000 1,003,040<br />

<strong>BCP</strong> Internacional II, S.G.P.S.<br />

Sociedade Unipessoal, Lda. - 44,466 - - 44,466<br />

<strong>BCP</strong> Investment, B.V. - 157,721 - - 157,721<br />

BitalPart, B.V. - - - - -<br />

BIM - Banco Internacional de Moçambique, S.A.R.L. 117,291 - - - 117,291<br />

<strong>BCP</strong> Investimento Group 580,310 15,665 599,003 2,282 1,197,260<br />

<strong>Millennium</strong> Bank (Greece) Group 666,847 - - - 666,847<br />

<strong>Millennium</strong> <strong>bcp</strong> - Gestão de Fundos de Investimento, S.A. - 13,865 - - 13,865<br />

Baía de Luanda 1<strong>09</strong> 9,034 - - 9,143<br />

<strong>BCP</strong> Capital Finance Limited 4,216 - - - 4,216<br />

Comercial Imobiliária, S.A. - 11,418 - - 11,418<br />

Seguros & Pensões Gere, S.G.P.S., S.A. - 846,967 - - 846,967<br />

Banco <strong>Millennium</strong> Angola, S.A. 34,373 - - - 34,373<br />

<strong>Millennium</strong> <strong>bcp</strong> - Prestação de Serviços, A.C.E. - 13,555 - - 13,555<br />

<strong>Millennium</strong> <strong>bcp</strong> Fortis Group - 876,830 - - 876,830<br />

Others 3,570 1,999 - - 5,569<br />

17,672,251 1,995,327 599,003 2,788,631 23,055,212<br />

As at 31 December 2008, the Bank's liabilities with associated companies, represented or not by securities, included in items Deposits from credit institutions and to<br />

customers, Debt securities issued and in Subordinated debt, in the amount of Euros 7,894,000.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 215<br />

As at 31 December 2008, the income generated by the Bank on inter-company transactions with subsidiaries, included in the items of Interest income, Commissions,<br />

Other operating income and Gains arising from trading activity, are analysed as follows:<br />

Euros ’000<br />

Other<br />

Gains arising<br />

Interest Commissions operating from trading<br />

income income income activity Total<br />

Banco Activobank (Portugal), S.A. - - 2,689 - 2,689<br />

Banca <strong>Millennium</strong> S.A 6,606 - - 541 7,147<br />

Banco de Investimento Imobiliário, S.A. 216,293 - 3,106 438 219,837<br />

Bank <strong>Millennium</strong> (Poland) Group 10 - - 1,795 1,805<br />

Banque Privée <strong>BCP</strong> (Suisse) S.A. 36,933 - - - 36,933<br />

<strong>BCP</strong> Bank & Trust Company (Cayman) Limited 113,672 - - 104,070 217,742<br />

<strong>BCP</strong> Finance Bank Ltd 32,599 - 116 883,713 916,428<br />

<strong>Millennium</strong> Bank, Anonim Sirketi (Turkey) 2,444 - - 40,474 42,918<br />

BitalPart, B.V. 2,308 - - - 2,308<br />

BIM - Banco Internacional de Moçambique, S.A.R.L. 151 - 3,516 - 3,667<br />

<strong>Millennium</strong> <strong>bcp</strong> Investimento Group 33,750 - 6,969 49,496 90,215<br />

<strong>Millennium</strong> Bank (Greece) Group 87,447 - - 30,620 118,067<br />

<strong>Millennium</strong> <strong>bcp</strong> - Gestão de Fundos de Investimento, S.A. - 17,496 1,701 - 19,197<br />

Comercial Imobiliária, S.A. 18,112 4 - - 18,116<br />

<strong>Millennium</strong> <strong>bcp</strong> - Prestação de Serviços, A.C.E. 2,486 - 9,977 - 12,463<br />

<strong>Millennium</strong> <strong>bcp</strong> Fortis Group 16,486 44,210 14,624 - 75,320<br />

Others 2,840 16 184 - 3,040<br />

572,137 61,726 42,882 1,111,147 1,787,892<br />

As at 31 December 2008, the costs incurred by the Bank on inter-company transactions with subsidiaries, included in items Interest expense, Commissions,<br />

Administrative costs and Losses arising from trading activity, are analysed as follows:<br />

Euros ’000<br />

Losses arising<br />

Interest Commissions Administrative from trading<br />

expense costs costs activity Total<br />

Banco Activobank (Portugal), S.A. 11,562 206 - - 11,768<br />

Banca <strong>Millennium</strong> S.A 20 - - 4,192 4,212<br />

Banco de Investimento Imobiliário, S.A. 28,077 6,229 - 4<strong>09</strong> 34,715<br />

Bank <strong>Millennium</strong> (Poland) Group 679 - - 2,299 2,978<br />

Banque Privée <strong>BCP</strong> (Suisse) S.A. 6,286 - - - 6,286<br />

<strong>BCP</strong> Bank & Trust Company (Cayman) Limited 168,642 - - 78,316 246,958<br />

<strong>BCP</strong> Finance Bank Ltd 841,211 - - 827,190 1,668,401<br />

<strong>BCP</strong> Finance Company, Ltd 49,725 - - - 49,725<br />

<strong>BCP</strong> Internacional II, S.G.P.S. Sociedade Unipessoal, Lda. 5,082 - - - 5,082<br />

<strong>BCP</strong> Investment, B.V. 10,219 - - - 10,219<br />

<strong>Millennium</strong> Bank, Anonim Sirketi (Turkey) 247 - - 18,456 18,703<br />

BIM - Banco Internacional de Moçambique, S.A.R.L. 4,793 - - - 4,793<br />

<strong>Millennium</strong> <strong>bcp</strong> Investimento Group 37,648 758 - 44,357 82,763<br />

<strong>Millennium</strong> Bank (Greece) Group 37,326 - - 15,194 52,520<br />

Seguros & Pensões Gere, S.G.P.S., S.A. 29,697 - - - 29,697<br />

Banco <strong>Millennium</strong> Angola, S.A. 1,146 - - - 1,146<br />

<strong>Millennium</strong> <strong>bcp</strong> - Prestação de Serviços, A.C.E. 169 - 130,761 - 130,930<br />

<strong>Millennium</strong> <strong>bcp</strong> Fortis Group - - 6,859 - 6,859<br />

Others 1,526 1,699 218 - 3,443<br />

1,234,055 8,892 137,838 990,413 2,371,198


216 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

48. Risk Management<br />

The Group is subject to several risks during the course of its business. The risks from different companies of the Group are managed centrally co-ordinating with the<br />

local departments and considering the specific risks of each business.<br />

The Group's risk-management policy is designed to ensure adequate relationship at all times between its own funds and the business it carries on, and also to<br />

evaluate the risk/return profile by business line.<br />

In this connection, monitoring and control of the main types of financial risk – credit, market, liquidity and operational – to which the Group's business is subject are<br />

of particular importance.<br />

Main Types of Risk<br />

Credit – Credit risk is associated with the degree of uncertainty of the expected returns as a result of the inability either of the borrower (and the guarantor, if any)<br />

or of the issuer of a security or of the counterparty to an agreement to fulfile their obligations.<br />

Market – Market risk reflects the potential loss inherent in a given portfolio as a result of changes in rates (interest and exchange) and/or in the prices of the various<br />

financial instruments that make up the portfolio, considering both the correlations that exist between them and the respective volatility.<br />

Liquidity – Liquidity risk reflects the Group's inability to meet its obligations at maturity without incurring in significant losses resulting from the deterioration of the<br />

funding conditions (funding risk) and/or from the sale of its assets below market value (market liquidity risk).<br />

Operational – Operational risk is understood to be the potential loss resulting from failures or inadequacies in internal procedures, persons or systems, and also the<br />

potential losses resulting from external events.<br />

Internal Organisation<br />

The Banco Comercial Português Executive Board of Directors is responsible for the definition of the risk policy, including approval at the very highest level of the<br />

principles and rules to be followed in risk management, as well as the guidelines dictating the allocation of economic capital to the business lines.<br />

The General and Supervisory Board, through the Audit and Risk Committee, ensures the existence of adequate risk control and of risk-management systems at the<br />

level both of the Group and of each entity. At the proposal of the Banco Comercial Português Executive Board of Directors, the General and Supervisory Board is<br />

also charged with approving the risk-tolerance level acceptable to the Group.<br />

The Risk Committee is responsible for monitoring the overall levels of risk incurred, ensuring that they are compatible with the objectives and strategies approved<br />

for the business. This Committee has four sub-committees, the Credit Risk, the Market and Liquidity risks, the Operational Risk and the Pension Fund Monitoring<br />

Sub-Committees.<br />

Group Risk Office is responsible for the control of risks in all the Group entities, in order to ensure that the risks are monitored on an overall basis and that there is<br />

alignment of concepts, practices and objectives. It must also keep the Risk Committee informed of the Group’s level of risk, proposing measures to improve control<br />

and implementing the approved limits.<br />

The activity of every entity included within the Banco Comercial Português consolidation perimeter is governed by the principles and decisions established centrally<br />

at Risk Sub-Committee level, and they are provided with Risk Office structures whose dimension is in accordance with the risks inherent in their particular business.<br />

A Risk Control Committee has been set up at each subsidiary, responsible for the control of risks at local level, in which the Group Risk Office takes part.<br />

Risk Evaluation and Management Model<br />

For purposes of profitability analysis and quantification and control of risks, each entity is divided into the following management areas:<br />

– Trading: involves those positions whose objective is to obtain short-term gains through sale or revaluation. These positions are actively managed, are tradable<br />

without restriction and may be valued frequently and precisely, including the securities, the derivatives and the sales activities;<br />

– Financing: involves the Bank’s institutional financing and money market activity of the Group;<br />

– Investment: includes those positions in securities to be held during a longer period of time or those that are not tradable on liquid markets;<br />

– Commercial: commercial activity with customers;<br />

– Structural: deals with balance sheet elements or operations that, because of their nature, are not directly related with any of the other areas;<br />

– ALM: is the function of managing assets and liabilities.<br />

The definition of the management areas allows effective separation of the management of the trading and banking portfolios.<br />

Risk assessment<br />

Credit Risk<br />

Credit granting is based on prior classification of the customers’ risk and on through assessment of the level of protection provided by the underlying collateral.<br />

In order to do so, a single risk-notation system has been introduced, the Rating Master Scale. It is based on the expected probability of default, allowing greater<br />

discrimination in the assessment of the customers and better establishment of the hierarchies of the associated risk. The Rating Master Scale also identifies those<br />

customers showing worsening credit capacity and, in particular, those classified as being in default in keeping with the new Basel II Accord.<br />

All the rating and scoring models used by the Group are being duly calibrated for the Rating Master Scale.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 217<br />

The protection-level concept has been introduced as a crucial element of evaluation of the effectiveness of the collateral in credit-risk mitigation, leading to more<br />

active collateralisation of loans and more adequate pricing of the risk incurred.<br />

The Group adopts a continuous monitoring policy towards its decision processes, promoting changes and improvements in those processes whenever it considers<br />

necessary, in order to ensure a greater consistency and efficiency in decision taking.<br />

To quantify the credit risk at the level of the various portfolios, the Group has developed a model based on an actuarial approach, which provides the probability<br />

distribution of total loss. In addition to the Probability of Default (PD) and of the Amount of the Loss Given Default (LGD) as the central points, consideration is also<br />

given to the uncertainty associated with the development of these parameters, through the introduction of the respective volatility. The effects of diversification<br />

and/or concentration between the sectors of the loan portfolios are quantified by introducing the respective correlations.<br />

Market Risks<br />

The main measure used by the Group in evaluating the market risk is the VaR (Value at Risk). The VaR is calculated on the basis of the analysis approximation defined<br />

in the methodology developed by the RiskMetrics. It is calculated considering a 10-working day time horizon and an unilateral statistical confidence interval of 99%.<br />

In calculating the volatility associated with each risk vector, the model assumes a greater weighting for the market conditions seen in the more recent days, thus ensuring<br />

more accurate adjustment to market conditions.<br />

A specific risk evaluation model is also applied to securities and associated derivatives for which the performance is related to its value. With the necessary adjustments,<br />

this model follows regulatory standard methodology. Capital at risk values are determined both on an individual basis for each one of the position portfolios of those<br />

areas having responsibilities in risk taking and management and also in consolidated terms, taking into account the effects of diversification between the various<br />

portfolios.<br />

To ensure that the VaR model adopted is appropriate to the evaluation of the risks involved in the positions that have been assumed, a backtesting process has been<br />

instituted. This is carried out on a daily basis and it confronts the VaR indicators with the actual results.<br />

Two other complementary measures are used: a measure for the non-linear risk, at a confidence level of 99% and a standard measure for the commodities risk.<br />

The following table shows these major indicators for 2008 for the trading book:<br />

Euros ’000<br />

2008.12.31 2008.01.01<br />

Generic Risk ( VaR ) 2,552 2,501<br />

Specific Risk 924 112<br />

Non Linear Risk 40 18<br />

Commodities Risk 0 0<br />

Global Risk 3,516 2,631<br />

Evaluation of the interest rate risk originated by the banking portfolio is performed via a risk sensitivity analysis process carried out every month for all operations<br />

included in the Group’s consolidated balance sheet.<br />

In this analysis consideration is given to the financial characteristics of the contracts available on the information systems. On the basis of these data the respective<br />

expected cash flows are projected in accordance with the repricing dates.<br />

Aggregation of the expected cash flows for each time interval for each of the currencies under analysis allows determination of the interest rate gaps per repricing<br />

period.<br />

The interest rate sensitivity of the balance in each currency is calculated through the difference between the present value of the interest rate mismatch after<br />

discounting the market interest rates and the discounted value of the same cash flows parallel shift of the market interest rates.


218 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

The following table shows the expected impact on the Banking Book Economic Value due to parallel shifts of the yield curve by +/- 100 and +/- 200 basis points, on<br />

each of the main currencies:<br />

December 2008<br />

Currency - 200 pb - 100 pb + 100 pb + 200 pb<br />

CHF 1,514 750 (737) (1,461)<br />

EUR (78,815) (38,765) 35,734 66,779<br />

PLN 10,905 5,397 (5,291) (10,478)<br />

USD 14,176 7,073 (6,936) (13,754)<br />

Total (52,220) (25,545) 22,770 41,086<br />

Euros ’000<br />

Euros ’000<br />

December 2007<br />

Currency - 200 pb - 100 pb + 100 pb + 200 pb<br />

CHF 1,053 521 (510) (1,0<strong>09</strong>)<br />

EUR (215,781) (104,968) 99,563 194,128<br />

PLN 12,456 6,167 (6,048) (11,981)<br />

USD 12,927 6,389 (6,245) (12,350)<br />

Total (189,345) (91,891) 86,760 168,788<br />

Each month the Group undertakes hedging operations on the market with a view to reducing the interest-rate mismatch of the risk positions associated with the<br />

portfolio of transactions belonging to the commercial and structural areas.<br />

Liquidity risk<br />

Evaluation of the Group’s liquidity risk is carried out using indicators defined by the Supervisory Authorities on a regular basis and other internal metrics for which<br />

exposure limits are also defined.<br />

The evolution of the Group’s liquidity situation for short-term time horizons (up to 3 months) is reviewed daily on the basis of two indicators defined in-house,<br />

immediate liquidity and quarterly liquidity. These measure the maximum fund-taking requirements that could arise on a single day, considering the cash-flow projections<br />

for periods of 3 days and of 3 months, respectively.<br />

Calculation of these indicators involves adding to the liquidity position of the day under analysis the estimated future cash flows for each day of the respective time<br />

horizon (3 days or 3 months) for the transactions as a whole brokered by the markets areas, including the transactions with customers of the Corporate and Private<br />

networks that, for their dimension, have to be quoted by the Trading Room. To the value thus calculated the amount of assets in the Bank’s securities portfolio<br />

considered highly liquid is added, leading to determination of the liquidity gap accumulated for each day of the period under review.<br />

In parallel, the evolution of the Group’s liquidity position is calculated on a regular basis identifying all the factors that justify the variations that occur. This analysis is<br />

submitted to the Capital and Assets and Liabilities Committee (CALCO) for appraisal, with a view to decisions being taken leading to the upkeep of financing<br />

conditions adequate to the continuation of the business. In adition, the Market and Liquidity Risks Sub-Committee is responsible for controlling the liquidity risk.<br />

This control is reinforced with the monthly execution of stress tests, to characterize the Bank's risk profile and to ensure that the Group and each of its subsidiaries,<br />

fulfil its obligations in the event of a liquidity crisis. These tests are also used to support the liquidity contingency plan and management decisions.<br />

Operational Risk<br />

The approach to operational risk management is based on the business and support end-to-end processes. Process management is the responsibility of the Process<br />

Owners, who are the main parties responsible for evaluation of the risks and for strengthening the performance within the scope of their processes. The<br />

Process Owners are responsible for keeping up to date all the relevant documentation concerning the processes, for ensuring the real adequacy of all the existing<br />

controls through direct supervision or by delegation on the departments responsible for the controls in question, for co-ordinating and taking part in the risk selfassessment<br />

exercises, and for detecting and implementing improvement opportunities, including mitigating measures for the more significant exposures.<br />

In the operational risk model implemented in the Group, there is a systematic process of gathering information on operational losses, that defines on a systematic<br />

form, the causes and the efects associated to an eventual detected loss. From the analises of the historical information and its relationships, processes involving greater<br />

risk are identified and mitigated measures are launched to reduce the critical exposures.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 219<br />

49. Solvency<br />

The own funds of Banco Comercial Português are determined according to the applicable regulatory rules, namely the Regulation 12/92 from the Bank of Portugal.<br />

The own funds result from the adding the core own funds (Tier 1) to the complementary own funds (Tier 2) and subtracting the component of Deductions.<br />

The Tier 1 include the paid-up capital and the share premium, the reserves, the retained earnings and the deferred impacts related to the transition adjustments to the<br />

International Financial Reporting Standards.<br />

Furthermore, the following are negative components of Tier 1: own shares, intangible assets, deferred costs related with actuarial variations in excess of the corridor<br />

and the deduction related to the qualified investments. This deduction refers to the investments owned in financial institutions, on one hand, and in insurance companies,<br />

on the other, above 10% and 20% of their share capital, respectively, as long as they are not fully consolidated. This deduction, which is done in equal parts to Tier 1<br />

and Tier 2, is also applied to the part of the aggregate amount of investments on financial institutions, representing up to 10% of their share capital, that exceed the<br />

respective regulatory limit.<br />

Tier 1 can also be influenced by the existence of revaluation differences on other assets, on cash-flow hedge transactions or on financial liabilities at fair value through<br />

profits and losses, to the extent related to own credit risk, and by the existence of a fund for general banking risks.<br />

In 2008, the Bank of Portugal introduced some changes to the own funds calculation. Thus, through the new Regulation 6/2008, similarly to credit and other receivables,<br />

potential gains and losses arising from available for sale fixed rate securities were excluded from the own funds, to the portion exceeding the impact of related hedging<br />

transactions, maintaining, however, the obligation of deducting to Tier 1 the positive revaluation reserves representing non realized gains on available for sale equity<br />

instruments (net of taxes), in excess to the potential related impaired amounts.<br />

Simultaneously, through the Regulation 7/2008, the Bank of Portugal extended, for three additional years, the amortization plan of the transition adjustments to the<br />

Inter national Financial Reporting Standards that were not fully recognized in the own funds of June 30, 2008, concerning post-retirement health benefits and liabilities<br />

of the pension fund. On the other hand, the Bank of Portugal published the Regulation 11/2008, which allowed the enlargement of the pension fund corridor up to<br />

the amount of the actuarial losses of 2008, excluding the expected return of the fund's assets in 2008, to be amortized steadily through the next four years.<br />

Finally, the Bank of Portugal suspended the 10% limit applied to the amount of deferred tax assets that could be included in the Tier 1.<br />

The complementary own funds include the subordinated debt and the provisions for general credit risks, as well as 45% of the unrealized gains in available for sale<br />

equity securities and other assets. Provisions for general credit risks are included in the Upper Tier 2 and subordinated debt is split between Upper Tier 2 (perpetual<br />

debt) and Lower Tier 2 (the remaining).<br />

Subordinated debt can only be included in the own funds with the agreement of the Bank of Portugal and as long as their total amount stay within the following limits:<br />

a) the Tier 2 cannot surpass the amount of the Tier 1; and b) the Lower Tier 2 cannot surpass 50% of the Tier 1. Additionally, non-perpetual subordinated loans should<br />

be amortized at a 20% yearly rate, along their last five years to maturity. The Tier 2 is also subject to the deduction of 50% of investments owned in financial institutions<br />

and insurance companies, as already mentioned. If the amount of Tier 2 is not enough to accommodate this deduction, the excess should be subtracted to the Tier 1.


220 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

In order to conclude the calculation of the Bank's regulatory capital, there are still some deductions to the own funds that need to be performed, namely the amount<br />

of real-estate assets resulting from recovered loans that have remained in the Bank’s accounts for a certain period, the impairment concerning unrecognized assets<br />

from securitization transactions that have not reached the regulatory definition of effective risk transfer, to the extent of the amounts not recognized in the Bank's<br />

accounts, and the potential excess of exposure to the High Risks limits.<br />

Capital requirements have been determined in accordance with the Basel II framework since the beginning of 2008. In this scope, the Bank timely filed with the Bank<br />

of Portugal a formal request, which is currently under analysis, regarding the use of the internal ratings based approach for credit risk and the internal models approach<br />

for market risk, as well as the standard approach for calculating operational risk requirements. As of the end of December 2008, capital requirements for credit risk<br />

were determined taking into account the risks recorded both on balance and off-balance sheet, weighted based on the type of counterparties, the maturity of<br />

transactions and the existing collaterals, as defined by the Regulation 5/2007 for the standard approach. The requirements for securitized assets were determined in<br />

accordance with the Regulation 7/2007. In the scope of Basel II framework, capital requirements for operational risk were also calculated, following the basic-indicator<br />

approach described in the Regulation 9/2007 from the Bank of Portugal. Additionally, specific requirements for the trading portfolio were also calculated, according to<br />

the Regulation 8/2007.<br />

2008 2007<br />

Euros ’000<br />

Core own funds<br />

Paid-up capital and share premium 4,877,968 4,493,037<br />

Reserves and retained earnings 566,541 (740,864)<br />

Intangible assets (9,985) (6,692)<br />

Net impact of accruals and deferrals (835,384) (539,986)<br />

Other regulatory adjustments (20,012) (10,939)<br />

4,579,128 3,194,556<br />

Complementary own funds<br />

Upper Tier 2 2,157,463 2,162,051<br />

Lower Tier 2 1,581,266 1,032,505<br />

3,738,729 3,194,556<br />

Deductions to total own funds (1,557,187) (14,576)<br />

Total own funds 6,760,670 6,374,536<br />

Own fund requirements<br />

Requirements from Regulation 1/93 - 5,375,837<br />

Requirements from Regulation 5/2007 4,433,103 -<br />

Trading portfolio 8,680 54,759<br />

Operacional risk 248,618 -<br />

4,441,783 5,430,596<br />

Capital ratios<br />

Tier 1 7.8% 4.7%<br />

Tier 2 (*) 3.7% 4.7%<br />

Solvency ratio 11.5% 9.4%<br />

(*) Includes deductions to total own funds


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 221<br />

50. Accounting standards recently issued<br />

The new standards and interpretation that have been issued, but that are not yet effective and that the Group has not yet applied on its Financial Statements, can be<br />

analyzed as follows:<br />

IAS 1 (amendment) – Presentation of Financial Statements<br />

The International Accounting Standards Board (IASB) has issued in September 2007, IAS 1 (amendment) Presentation of Financial Statements, which is applicable<br />

from 1 January, 20<strong>09</strong>, although allowing for an early adoption.<br />

Changes regarding the current text of IAS 1:<br />

– The presentation of the financial position statement (balance sheet) is required for current and comparative periods. According with changed IAS 1, the financial<br />

position statement should also be presented for the beginning of the comparative period whenever an entity restates the comparatives following a change in an<br />

account ing policy, a correction of an error or the reclassification of an item in the financial statements. In theses cases, three statements of the financial position will<br />

be presented, comparatively to the other two required statements.<br />

– Following the changes required by this standard, the users of the financial statements will be able to distinguish, in an easier way, the variations in the equity of the<br />

Group on transactions with shareholders, as shareholders (ex. dividends, transactions with own shares) and transactions with third parties, that are summarized in<br />

the comprehensive income statement.<br />

Given the nature of these changes the impact will be exclusively regarding presentation. However as at 31 December 2008, the Group is still evaluating the impact<br />

of these changes.<br />

IAS 23 (amendment) – Borrowing costs<br />

The International Accounting Standards Board (IASB) has issued in March, 2007 an amendment to IAS 23 Borrowing costs, which is applicable from 1 January, 20<strong>09</strong>,<br />

although allowing for an early adoption.<br />

This standard requires the capitalization of borrowing costs that are directly related to the acquisition, production or construction of a qualifying asset, as part of the<br />

cost of that asset. As a result, the option to recognize such borrowing costs as an expense in the period which they arise was eliminated.<br />

IAS 32 (amendment) - Financial Instruments: Presentation - Puttable Financial Instruments and obligations arising from liquidation<br />

The International Accounting Standards Board (IASB) has issued in February, 2008 an amendment to IAS 32 Financial Instruments - Presentation - Puttable Financial<br />

Instruments and obligations arising from liquidation, which is applicable from 1 January, 20<strong>09</strong>.<br />

According with the current requirements of IAS 32, if an issuer can be required to make a payment in money or in other financial asset in exchange for the redemption<br />

or repurchase of the financial instrument, the instrument is classified as a financial liability. As a result of this review, some financial instruments that currently comply<br />

with the definition of a financial liability will be classified as an equity instrument if (i) they represent a residual interest in the net assets of the entity are included in<br />

a class of instruments subordinated to any other class of instruments issued by the Bank; and (ii) is all instruments in the class have the same terms and conditions.<br />

A change in IAS 1 Presentation of Financial Statements was also performed to add a new presentation requirement for puttable financial instruments and obligations<br />

arising from liquidation.<br />

The Group does not expect any material impact from the adoption of this amendment.<br />

IAS 39 (amendment) - Financial Instruments: Recognition and measurement – Eligible hedged items<br />

The International Accounting Standards Board (IASB) has issued an amendment to IAS 39 Financial Instruments: Recognition and measurement – Eligible hedged<br />

items, which is applicable from 1 July, 20<strong>09</strong>.<br />

This change clarifies the application of the existing principles that determine what risks or which cash-flows can be designated as a hedged item.<br />

The Group is evaluating the impact of adopting this amendment.<br />

IFRS 1 (amendment) - First time adoption of the International Financial Reporting Standards and IAS 27 - Consolidated and Separate Financial Statements<br />

The changes to the IFRS 1 - First time adoption of the International Financial Reporting Standards and IAS 27 - Consolidated and Separated Financial Statements<br />

are effective from 1 January 20<strong>09</strong>.<br />

These changes allowed entities adopting IFRS for the first time in the preparation of the individual accounts, to use as deemed cost of the investments in subsidiaries,<br />

joint-ventures and associated companies, the respective fair value at the transition date to the IFRS or the carrying amount determined based on the previous<br />

accounting framework.<br />

The Group does not expect any material impact from the adoption of this amendment.<br />

IFRS 2 (amendment) - Share-based payment: Acquisition conditions<br />

The International Accounting Standards Board (IASB) has issued in January, 2008 an amendment to IFRS 2 (amendment) - Share-based payment: Acquisition conditions,<br />

which is applicable from 1 January, 20<strong>09</strong>, although allowing for an early adoption.<br />

This change to IFRS 2 allowed clarifying that: (i) the acquisition conditions of the inherent rights for a share-based payment plan are limited to service or performance<br />

conditions and that (ii) any cancellation of these programmes, by the entity itself or by third parties, has the same accounting treatment.<br />

As for 31 December 2008, the Group does not have any share-based payment plan and therefore the issue of this amendment does not have any impact in the<br />

financial statements of the Group.


222 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

IFRS 3 (amendment) - Business Combinations and IAS 27 (amendment) Consolidated and Separate Financial Statements<br />

The International Accounting Standards Board (IASB) has issued in January, 2008 an amendment to IFRS 3 (amendment) - Business Combinations, which is applicable<br />

for years starting after 1 July, 20<strong>09</strong>, although allowing for an early adoption.<br />

The main impacts of the changes to these standards are: (i) the treatment of partial acquisitions where the non-controlling interests (previously defined as minority<br />

interests) will be measured at fair value (which implies also the recognition of goodwill attributable to non-controlling interests) or as an alternative allows for the<br />

attributable to non controlling interest of the fair value of the net assets acquired (as currently required) to be measured at fair value; (ii) the step acquisition that<br />

require, at the time when the goodwill is determined, the revaluation against profit and loss, of the fair value of any non-controlling interest held previously to the<br />

acquisition; (iii) the costs directly related with the acquisition of a subsidiary will be accounted in profit and loss; (iv) the changes in the estimates of the contingent<br />

prices are accounted in profit and loss and do not affect goodwill; (v) the changes in percentages of subsidiaries held that do not result in a loss in control are<br />

accounted as equity changes.<br />

Additionally, following the changes to IAS 27, the accumulated losses in a subsidiary will be attributed to the non-controlling interests (recognition of negative non -<br />

-controlling interests) and when a subsidiary is sold with a subsequent loss of control, the remaining non-controlling interests are measured at the fair value determined<br />

at the date of the transaction.<br />

The Group does not expect any material impact from the adoption of this amendment.<br />

IFRS 8 – Operational segments<br />

The International Accounting Standards Board (IASB) has issued on 30 November 2006 the IFRS 8 Operational segments, which was endorsed by the European<br />

Commission on 21 November, 2007. This standard is applicable to periods from or on 1 January, 20<strong>09</strong>.<br />

IFRS 8 sets out the requirements for disclosures of information about an entity’s operational segments and also about services and products, geographical areas where<br />

the entity operates and its major clients. This standard specifies how an entity should disclose its information in the annual financial statements and, as a consequential<br />

amendment to IAS 34 Interim Financial Reporting, regarding the information to be disclosed in the interim financial reporting. Each entity should also provide a<br />

description of the segmental information disclosed namely profit or loss and of assets, as well as a brief description of how the segmental information is produced.<br />

Considering the nature of this change (disclosure) the impact will be limited to the presentation of the financial statements. As at 31 December 2008, the Group is<br />

evaluating the impact of adopting this standard.<br />

IFRIC 12 – Service Concession Arrangements<br />

The International Financial Reporting Interpretations Committee (IFRIC) has issued in July, 2007 IFRIC 12 – Service Concession Arrangements, which is applicable<br />

from 1 January, 2008, although allowing for an early adoption. The endorsement by the European Union was not yet approved. however, it is expected for the first<br />

quarter of 20<strong>09</strong>. The IFRIC 12 applies to public-to-private service concession arrangements. This interpretation will be applicable only when (i) the grantor controls<br />

or regulates what services the operator must provide and (ii) the grantor controls any significant residual interest in the infrastructure at the end of the term of the<br />

arrangement.<br />

Considering the nature of the contracts considered, the Group does not expect any impact from the adoption of this interpretation.<br />

IFRIC 13 – Customer Loyalty Programmes<br />

The IFRIC 13 Customer Loyalty Programmes was issued on July, 2007 and will be effective from 1 July, 2008, although allowing for an early adoption.<br />

This interpretation addresses how companies grant their customers loyalty award credits (often called ‘points’) when buying goods or services, allowing them to<br />

exchange these credits, in the future, by free goods or services or with a discount.<br />

Considering the available information, it is still not possible to reliably determine the impact of this interpretation and therefore no estimate is presented. However<br />

the Group is evaluating the impact of adopting this standard.<br />

IFRIC15 - Agreements for the Construction of Real Estate<br />

The IFRIC15 - Agreements for the Construction of Real Estate will be effective from 1 January, 20<strong>09</strong>.<br />

This interpretation includes guidance that allows determining if a contract for the construction of real estate is within the scope of IAS 18 Revenue or IAS 11 Cons -<br />

truction Contracts. Is expected that IAS 18 will be applied to a larger number of transactions.<br />

The Group does not expect this interpretation to have a material impact on its financial statements.<br />

IFRIC 16 – Hedges of a Net Investment in a Foreign Operation<br />

The International Financial Reporting Interpretations Committee (IFRIC), issued in July, 2008, IFRIC 16 – Hedges of a Net Investment in a Foreign Operation, with<br />

mandatory application date for years started after 1 October, 2008, although allowing for an early adoption.<br />

This interpretation intends to clarify that:<br />

• The hedge of a net investment in a foreign operation can only be applied to exchange differences resulting from the foreign subsidiaries' financial statements<br />

conversion from its functional currency to the parent company's functional currency and only for an amount equal or smaller to the subsidiary's net assets;<br />

• The hedge instrument can be contracted by any of the Group's entities, except by the entity that is being hedged; and<br />

• At the moment of the hedged subsidiary's sale, the accumulated gain or loss related to the effective hedge component is reclassified to profit and loss.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 223<br />

This interpretation allows an entity that uses the step by step consolidation method to choose an accounting policy that allows determining the accumulated foreign<br />

exchange conversion adjustment that is reclassified to profit and loss when the subsidiary is sold, as it would do if applying the direct consolidation method. This<br />

interpretation has a prospective application.<br />

The Group is evaluating the impact of this interpretation's adoption in its financial statements.<br />

IFRIC 17 – Distributions of Non-cash Assets to Owners<br />

The International Financial Reporting Interpretations Committee (IFRIC) issued in November, 2008, IFRIC 17 – Distributions of Non-cash Assets to Owners, with<br />

effective application date to years started after 1 July, 20<strong>09</strong>, early adopting being allowed.<br />

This interpretation intends to clarify the accounting treatment of non-cash assets distribution to owners. It establishes that non-cash assets distributions must be<br />

accounted at fair value and the difference to the distributed assets carrying amount recognized in profit and loss in the period of the distribution.<br />

The Group doesn't expect this interpretation to have a material impact in its financial statements.<br />

IFRIC 18 – Transfers of Assets from Customers<br />

The International Financial Reporting Interpretations Committee (IFRIC) issued in November, 2008, IFRIC 18 – Transfers of Assets from Customers, with effective<br />

application date to years started after 1 July, 20<strong>09</strong>, early adopting being allowed.<br />

This interpretation intends to clarify the accounting treatment of agreements through which an entity receives assets from customers for its own use and with the<br />

intent of establishing a future connection of the clients to a network or of granting continued access to the supply of services and goods to customers.<br />

The interpretation clarifies:<br />

• The conditions in which an asset is within the scope of this interpretation;<br />

• The assets recognition and initial measurement;<br />

• The identification of the identifiable services (one or more services in exchange for the transferred asset);<br />

• Revenue recognition;<br />

• Accounting of money transfers from customers.<br />

The Group doesn't expect this interpretation to have a material impact in its financial statements.<br />

Annual Improvement Project<br />

In May, 2008, the IASB published the Annual Improvement Project that implied changes to the standards in force. The effective date of the referred changes depends<br />

on the specific standard, although the majority will be mandatory for the Group in 20<strong>09</strong>.<br />

The main changes resulting from the Annual Improvement Project are as follows:<br />

• Changes to IFRS 5 – Non-current Assets Held for Sale and Discontinued Operations, effective for years starting after 1 July 20<strong>09</strong>. This change clarifies that all the<br />

assets and liabilities of a subsidiary must be classified as non-current assets held for sale in accordance with IFRS 5 if a plan for the partial sale of the subsidiary, that<br />

will imply losing the subsidiary's control, exists.<br />

This standard will be adopted prospectively by the Group.<br />

• Changes to IAS 1 Financial Statements presentation, which is applicable from 1 January 20<strong>09</strong>. The change clarifies that only some financial instruments classified as<br />

trading instruments are an example of current assets and liabilities. Until this change all trading instruments were classified as current assets and liabilities.<br />

The Group does not expect any material impact from the adoption of this change.<br />

• Changes to IAS 16 Property, Plant and Equipment, which is applicable from 1 January 20<strong>09</strong>. The change that occurred on this standard establishes classification rule<br />

(i) for the income originated by the sale of rented assets subsequently sold and (ii) for the income from these assets during the period between the date of termination<br />

of the rental agreement and the date of the sale agreement.<br />

The Group does not expect any material impact from the adoption of the changes referred above.<br />

• Changes to IAS 19 Employee Benefits, which is applicable from 1 January 20<strong>09</strong>. The changes allowed clarifying (i) the concept of negative costs associated to past<br />

services resulting from changes in the defined benefit plan, (ii) the interaction between the expected return from the assets and the costs of managing the plan, and<br />

(iii) the distinction between short and medium and long term benefits.<br />

The changes to IAS 19 will be adopted by the Group in 20<strong>09</strong>. However, the Group does not expect any material impact from the adoption of the changes referred<br />

above in its consolidated financial statements.<br />

• Changes to IAS 20 Accounting for Government Grants and Disclosure of Government Assistance, which is applicable from 1 January 20<strong>09</strong>. This change established<br />

that the benefit arising from obtaining a government loan at rates below market rates, should be measured as the difference between the fair value of the liability at<br />

granting date, determined according with IAS 39 Financial Instruments: Recognition and Measurement and the amount received. This benefit should be subsequently<br />

accounted according with IAS 20.<br />

The Group does not expect any significant impact from the adoption of this change.<br />

• Changes to IAS 23 Borrowing Costs, applicable from 1 January 20<strong>09</strong>. The concept of borrowing costs was changed to clarify that these costs should be determined<br />

according with the effective interest rate as defined in IAS 39 Financial Instruments: Recognition and Measurement, thus eliminating the inconsistency between IAS<br />

23 and IAS 39.<br />

The Group does not expect any significant impact from the adoption of this change.<br />

• Changes to IAS 27 Consolidated and Separate Financial Statements, applicable from 1 January 20<strong>09</strong>. The change to this standard determines that in the cases when<br />

an investment in a subsidiary is accounted at fair value in the individual accounts, according with IAS 39 Financial Instruments: Recognition and Measurement and qualifies


224 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

for classification as a non-current asset held for sale according with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, the investment should<br />

continue to be measured as defined in IAS 39.<br />

This change will not have an impact on the financial statement of the Group considering that, in the individual accounts, the investments in subsidiaries are accounted<br />

at acquisition cost, according with IAS 27;<br />

• Change to IAS 28 Investments in Associates, applicable from 1 January 20<strong>09</strong>. The changes to IAS 28 Investments in Associates had the objective of clarifying (i) that<br />

an investment in an associate should be treated as a single asset for impairment testing purposes under the scope of IAS 36, (ii) that any impairment loss to be<br />

recognized shouldn't be allocated to specific assets namely to goodwill and (iii) that the impairment reversions are accounted as an adjustment to the carrying<br />

amount of the associate as long as and to the extent that the recoverable amount of the investment increases.<br />

The Group does not expect any significant impact from the adoption of this change.<br />

• Change to IAS 38 Intangible Assets, applicable from 1 January 20<strong>09</strong>. This change determined that an incurred deferred expense related with publicity or promotional<br />

activities can only be recognized in the balance sheet if an advance payment was made regarding goods and services that will be received in a future date. The<br />

recognition in profit and loss should occur when the entity has the right to receive the goods and services.<br />

The Group does not expect any significant impact from the adoption of this change.<br />

• Changes to the IAS 39 Financial Instruments: Recognition and Measurement, applicable from 1 January 20<strong>09</strong>. These changes include mainly (i) the clarification that<br />

it is possible to perform transfers from and to the category of fair value through profit and loss regarding derivatives, whenever these start or end an hedge relationship<br />

in cash-flows hedge models or net investment in an associate or subsidiary, (ii) the change to the definition of financial instrument at fair value through profit and loss<br />

in what relates the trading portfolio, determining that in the case of financial instrument portfolios jointly managed and for which there is evidence of a recent and<br />

real model of short-term profit taking, these should be classified as trading on initial recognition; (iii) the change to the documentation requirements and the<br />

effectiveness tests of the hedge relationship for the operational segments defined under the scope of IFRS 8 - Operating Segments; and (iv) the clarification that the<br />

measurement of a financial liability at amortized cost, after the interruption of the respective fair value hedge relationship, should be performed based on the new<br />

effective rate calculated at the interruption date.<br />

The Group does not expect any significant impact from the adoption of this change.<br />

• Change to IAS 40 Investment Properties, applicable from 1 January 20<strong>09</strong>. Following this change, the properties under construction or development for subsequent<br />

use as investment properties are included under the scope of IAS 40 (before they were included under the scope of IAS 16 Property, Plant and Equipment). These<br />

properties under construction can be accounted at fair value except if they cannot be reliably measured in which case they should be accounted at acquisition cost.<br />

The Group is evaluating the impact from the adoption of this change.<br />

51. Accounting impact arising from the inspection from the supervisory authorities<br />

In the scope of the investigations which are currently being performed by the supervisory authorities, which are described in note 52, the Bank promoted an internal<br />

investigation in relation to the transactions realized with off-shore entities.<br />

This internal investigation identified that, between 1999 and 2002, <strong>BCP</strong> Group financed off-shore entities for the purposes of acquisition of shares issued by the Group.<br />

In November 2002, the referred off-shore entities sold, to a financial institution, the <strong>BCP</strong> shares held, which represented 4.99% of the share capital of the Bank as at<br />

that date and, simultaneously acquired notes (Notes), issued by that financial institution, with an amount equivalent to 50% of the proceeds from the sale. This financial<br />

institution communicated to the market, on 9 December 2002, the acquisition of a qualified investment in the Bank.<br />

The above referred loans were subject to a restructuring, occurred in March 2004, having been assumed by a group whose main activity, developed through the<br />

company Edifícios Atlântico, S.A., consists on the development of real estate projects (from now on referred to as “GI”). Following this restructuring, GI assumed net<br />

liabilities amounting to 450 million euros, net of the reimbursement of the Notes occurred in December 2004. On the same date, the Bank sold to GI an entity named<br />

Comercial Imobiliária, for 26 million euros, and a real estate portfolio for 61 million euros.<br />

Regarding the above mentioned restructuring, as referred to in note 46, GI through Comercial Imobiliária issued commercial paper in the amount of Euros 210 million<br />

subscribed by <strong>BCP</strong> Group and that in 2005 was contributed in kind to the <strong>BCP</strong> Group Pension Fund and shares issued by quoted companies. As referred in note<br />

46, after this contribution, and as a result of the communication by Comercial Imobiliária that it didn’t have conditions to meet the instalments, the Pensions Fund<br />

registered an actuarial loss in the approximate amount of Euros 115,000,000 in 2006 and 2007 related to the commercial paper issued by Comercial Imobiliária. The<br />

total amount net of amortizations, as at 31 December 2008, in accordance with the accounting policy described in note 1 v), is Euros 98,000,000. The amount will<br />

be amortized by the remaining term of 17 years with a annual amortization of approximatly Euros 5,750,000.<br />

Considering the significant exposure of the Bank towards GI and the real-estate sector in which this entity operates, in 2005, the Bank allocated a provision, in the<br />

amount of 85 million euros, to the existing loans.<br />

In June 2006, the Bank, which previously had acquired a minority shareholding of 11.5% in Comercial Imobiliária, granted shareholders loans to this entity, in the amount<br />

of 300 million euros, in order to allow Comercial Imobiliária to acquire, from another GI subsidiary, an indirect majority shareholding in an Angolan entity which owned<br />

the so called Baía de Luanda Project. This entity had obtained, in October 2005, the concession, for 60 years, of the Baía de Luanda leasehold. With the proceeds<br />

from this transaction, GI repaid to <strong>BCP</strong> an additional portion of the loan, corresponding to 305 million euros.<br />

Considering the significance of the Project, the additional financing requirements for its development and the extent of GI’s indebtedness with <strong>BCP</strong>, this entity proposed<br />

and <strong>BCP</strong> accepted, a holding of 68.34% of Comercial Imobiliária share capital, that at the date held an economic interest of 54% in the Baía de Luanda Project, as a<br />

repayment of the residual loan, which amounted to 61 million euros, which, in June 2007, extinguished the remaining of the above mentioned net liabilities assumed<br />

in the amount of Euros 450 million. As a result of this transaction, <strong>BCP</strong> become owner of 90% of Comercial Imobiliária share capital and, indirectly, of 54% of the<br />

future economic benefits of the Baía de Luanda project.<br />

Considering the existing indications arising from the ongoing investigations conducted by the supervisory authorities regarding a more thorough review of the<br />

economic substance of the above referred transactions, the Bank decided to consider a more prudent interpretation, regarding the risks identified, the nature of<br />

the transactions and restructurings which occurred, and recorded an adjustment of 300 million euros with effect at 1 January 2006, with a net impact of 220.5 million<br />

euros after considering the tax effect.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 225<br />

As referred to in note 52, such decision does not represent any kind of recognition by the Bank of the existence of the alleged infractions which may be attributed<br />

to it. As referred also in note 52, as at 12 December 2008, the Bank was notified for the administrative proceeding nº 24/07/CO constituted by the Bank of Portugal<br />

and for the administrative proceeding nº 41/2008 constituted by CMVM related to the inquiry processes referred above. The Bank maintains the position of contesting<br />

any possible infractions attributed to this matter considering the legal terms applicable. Notwithstanding this fact, the Executive Board of Directors considers that the<br />

financial statements for the years ended 31 December 2008 and 2007 include, in all material respects the disclosures regarding the impact on the financial position<br />

of the Group of the referred matters, as disclosed in notes 1, 40, 46, 51 and 52. The Executive Board of Directors has maintained contacts with Supervisory Authorities<br />

regarding this matter.<br />

It should be noted, in any case, that the Bank maintains its expectation about the future profitability of the Baía de Luanda Project (the market value of which<br />

attributable to the Group, determined by independent valuers in 2007, is estimated to be between Euros 278.8 million and Euros 231.6 million), which will be<br />

recognised as income by the Bank when it is generated.<br />

The above referred adjustment, recognised in accordance with IFRS and in the notes to the financial statements, can be analysed as follows:<br />

Restated<br />

Equity Net income Equity<br />

31.12.2006 2006 01.01.2006<br />

Euros ’000<br />

Previosly reported 4,841,892 779,894 4,247,494<br />

Adjustments:<br />

Loan granted (300,000) - (300,000)<br />

Provision for loan losses 9,825 9,825 -<br />

Deferred tax 76,896 (2,604) 79,500<br />

Total (213,279) 7,221 (220,500)<br />

Restated 4,628,613 787,115 4,026,994<br />

52. Administrative proceedings<br />

1. At the end of the year of 2007, the Bank received a formal notice dated 27 December 2007 informing that administrative proceeding no. 24/07/CO was being brought<br />

by the Bank of Portugal against the Bank, “based in preliminary evidence of administrative offences foreseen in the General Framework of credit Institutions and Financial<br />

Companies (approved by Decree-Law no. 298/92, of December 31), in particular with respect to breach of accounting rules, provision of false or incomplete information to the<br />

Bank of Portugal, in particular in what respect to the amount of own funds and breach of prudential obligations”.<br />

A press release issued by the Bank of Portugal on 28 December 2007 mentioned that such administrative proceeding was brought “based in facts related with 17 offshore<br />

entities, which nature and activities were always hidden from the Bank of Portugal, in particular in previous inspections carried out”.<br />

On 12 December 2008, the Bank was notified of an accusation under the process of administrative proceeding no. 24/07/CO instructed by the Bank of Portugal.<br />

The Bank did not accept the charges or accusations against it reduced, and will provide defense under this process of administrative proceeding within their term, which<br />

ends on 13 March, 20<strong>09</strong>.<br />

2. On 12 December 2008, the Bank was notified by the CMVM of accusation under the process of administrative proceeding No. 41/2008.<br />

The Bank did not accept the accusation made against it and has already provided, on 27 January 20<strong>09</strong>, defense under the process of administrative proceeding in question,<br />

having sustained a total rejection of the accusation.<br />

3. On 21 December 2007, CMVM had addressed a notice to the Bank, indicating that it should make public disclosure thereof, which the Bank did on 23 December<br />

2007. The notice read as follows:<br />

“The CMVM, pursuant to its powers, is now engaged in a supervision action on <strong>BCP</strong> (as a listed company), in order to determine the nature and the activities of several off-shore<br />

entities responsible for investments in securities issued by <strong>BCP</strong> Group or related entities. Despite the process of supervision being in progress, in particular in order to obtain a<br />

complete and final description of the situation and of the market behaviour of those entities, as well as to determine the relevant liabilities (including personal liabilities), the CMVM<br />

came to the following preliminary findings:<br />

a) The mentioned off-shore entities have constituted securities portfolios – which included almost exclusively shares of <strong>BCP</strong> – with financing obtained from Banco Comercial<br />

Português, and there is, in general, no evidence that such entities were financed for this purpose by any other significant transfer from an entity external to the <strong>BCP</strong> Group;<br />

b) It is already known that part of the debts was eliminated through the assignment of credits to third parties for a residual consideration;<br />

c) The conditions of these financings and the governance of such entities give the appearance that <strong>BCP</strong> has assumed all the risk concerning those off-shore entities, and that it<br />

had power to control the life and business of such entities;<br />

d) Thus, such transactions are in fact the financing for the acquisition of own shares not reported as such. This configuration is also present in a transaction made with a financial<br />

institution, which lead this institution to disclose a qualified shareholding, even though the economic interest and the possibility of exercising the voting rights remained within<br />

<strong>BCP</strong>;<br />

e) Pursuant to the described circumstances, it may be concluded that the information given to the authorities and to the market, in the past, was not always complete and/or<br />

true, in particular in what concerns the amount of <strong>BCP</strong>’s own funds and its owners;


226 Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A.<br />

f) Significant market transactions made by the mentioned entities were detected, involving significant considerations; these transactions require a deeper analysis, in order to find<br />

out about possible infringements of the market rules.<br />

Thus, given the nature of these conclusions and the urgency of the matter, the CMVM, under article 360º, no. 1, f) of the Portuguese Securities Code, asks <strong>BCP</strong> to immediately:<br />

a) Inform the market about whether the financial information recently disclosed by it already reflects all the financial losses pursuant to the above mentioned situation;<br />

b) Inform about the existence of any other situations which were not disclosed, in order to allow the investors to make a properly reasoned judgment about the securities issued<br />

by <strong>BCP</strong>;<br />

c) Transcribe in its communication the full text of this CMVM notice; <strong>BCP</strong> may inform, if it deems appropriate, the fact that <strong>BCP</strong> was not yet formally heard about these conclusions.<br />

The CMVM will continue the current process of supervision within its powers and with all its consequences, and will notify the appropriate authorities of any illegalities of different<br />

nature, and will further cooperate with the Bank of Portugal within the framework of Bank of Portugal’s powers.”<br />

4. In the process mentioned in 1. above, the Bank of Portugal charges the Bank against the practice of six administrative proceedings referred in g) and three administrative<br />

proceedings referred in r), both of article 211º of the General Framework of Credit Institutions and Financial Companies ("RGICSF”).<br />

The administrative proceedings, in case the types of conduct listed in the accusation are demonstrated, would be the following:<br />

a) the breach of accounting rules or procedures set forth in the law or by the Bank of Portugal which does not cause a serious harm to the knowledge of the patrimonial<br />

and financial standing of the Institution constitutes an administrative offence foreseen in article 210º, f), of RGICSF, punished, in the case of companies, with a fine<br />

between Euros 750 and Euros 750,000. If, on the other hand, the relevant conduct causes such serious harm, that may constitute an administrative offence foreseen in<br />

article 211º, g), of RGICSF, punished, in the case of companies, with a fine between Euros 2,500 and Euros 2,494,000.<br />

b) The (i) omission of information and communications due to the Bank of Portugal in the relevant delays; or (ii) the provision of incomplete information, constitute an<br />

administrative offence foreseen in article 210º, h) (now i)), of RGICSF, punished, in the case of companies, with a fine between Euros 750 and Euros 750,000. On the<br />

other hand, the provision to the Bank of Portugal of (i) false information, or (ii) incomplete information, capable of leading to erroneous conclusions with identical or<br />

similar effect to that of the provision of false information on the matter constitute an administrative offence foreseen in article 211º, r), of RGICSF, punished, in the case<br />

of companies, with a fine between Euros 2,500 and Euros 2,494,000;<br />

According to the accusation, each of the administrative proceedings are punished by a fine between Euros 2,493.99 and Euros 2,493,989.49, which, according to the<br />

rule of the contest of offenses foreseen in the article 19º, no. 1 and 2 of the General of the Administrative Proceedings, in case of conviction of several administrative<br />

proceedings in contest, there can only be one fine, of which the upper limit can not exceed twice the highest limit of administrative proceedings in contest.<br />

5. In the accusation notified to the Bank in the administrative proceeding no. 41/2008 CMVM referred in 2. above, the Bank is charged against seven administrative<br />

proceeding for alleged violation of article 7. Portuguese Securities Code ( "CVM") and article 389º, paragraph 1, a) of the CVM.<br />

Pursuant to article 7 of the CVM, the information relating to financial instruments, securities markets, financial intermediation activities, settlement and clearing of<br />

transactions, public offers and issuers should be complete, truthful, up-to-date, clear, objective and lawful.<br />

According to the accusation, each of the administrative proceedings are punished by a fine between Euros 25,000 and Euros 2,500,000, which, according to the rule of<br />

the contest of offenses foreseen in the article 19º, no. 1 and 2 of the General of the Administrative Proceedings, in case of conviction of several administrative proceedings<br />

in contest, there can only be one fine, of which the upper limit can not exceed twice the highest limit of administrative proceedings in contest, in the maximum amount<br />

of Euros 5,000,000.


Annual Report <strong>Vol</strong>ume II Financial Statements 2008 Banco Comercial Português, S.A. 227<br />

53. <strong>BCP</strong> list of subsidiary companies<br />

As at 31 December 2008, the Banco Comercial Português S.A list of subsidiary companies included in the consolidated accounts using the purchase method according,<br />

were as follows:<br />

Head Share %<br />

Subsidiary companies office capital Currency Activity held<br />

Bank <strong>Millennium</strong>, S.A. Warsow 849,181,744 PLN Banking 65.5<br />

Banco <strong>Millennium</strong> Angola, S.A. Luanda 2,008,956,625 AOA Banking 100.0<br />

Banco de Investimento Imobiliário, S.A. Lisbon 157,000,000 EUR Banking 100.0<br />

Banco <strong>Millennium</strong> <strong>BCP</strong> Investimento, S.A Lisbon 75,000,000 EUR Banking 100.0<br />

<strong>BCP</strong> Capital Finance Limited George Town 16,000,000 USD Investment 100.0<br />

<strong>BCP</strong> Investment, BV Amsterdam 620,774,050 EUR Holding company 100.0<br />

<strong>BCP</strong> Internacional II, S.G.P.S., Funchal 25,000 EUR Holding company 100.0<br />

Sociedade Unipessoal, Lda.<br />

Banpor Consulting S.R.L. Bucharest 1,750,000 RON Services 100.0<br />

BitalPart, B.V. Rotherdam 19,370 EUR Holding company 100.0<br />

Caracas Financial Services, Limited George Town 25,000 USD Financial Services 100.0<br />

Comercial Português Ireland Limited Dublin 10,000 EUR Financial Services 100.0<br />

Interfundos Gestão de Fundos de Lisbon 1,500,000 EUR Investment fund management 100.0<br />

Investimento Imobiliários, S.A<br />

<strong>Millennium</strong> <strong>bcp</strong> - Escritório de Sao Paulo 16,874,724 BRL Financial Services 100.0<br />

Representações e Serviços, S/C Ltda.<br />

<strong>Millennium</strong> <strong>bcp</strong> - Gestão de Fundos de Lisbon 6,720,691 EUR Investment fund management 100.0<br />

Investimento, S.A.<br />

<strong>Millennium</strong> <strong>bcp</strong> - Prestação de Serviços, A. C. E. Lisbon 329,500 EUR Services 52.7<br />

<strong>Millennium</strong> <strong>bcp</strong> - Serviços de Comércio Lisbon 240,000 EUR Videotex services 100.0<br />

Electrónico, S.A.<br />

Paço de Palmeira - Sociedade Braga 39,905 EUR Agriculture industry 100.0<br />

Agrícola e Comercial, Lda<br />

Servitrust - Trust Management and Services, S.A. Funchal 100,000 EUR Trust services 100.0<br />

Comercial Imobiliária, S.A. Lisbon 293,747,255 EUR Real-estate management 99.9<br />

Seguros & Pensões Gere, S.G.P.S., S.A. Lisbon 380,765,000 EUR Holding company 89.0<br />

As at 31 December 2008, the associated companies , were as follows:<br />

Head Share %<br />

Associated companies office capital Currency Activity held<br />

Banque <strong>BCP</strong>, S.A.S. Paris 65,000,000 EUR Banking 19.9<br />

SIBS - Sociedade Interbancária de Serviços, S.A. Lisbon 24,642,300 EUR Banking services 21.5<br />

Unicre - Cartão de Crédito Internacional, S.A. Lisbon 10,000,000 EUR Credit cards 30.0


228 Annual Report <strong>Vol</strong>ume II Declaration of Compliance<br />

Declaration of Compliance


Annual Report <strong>Vol</strong>ume II Declaration of Compliance 229<br />

Declaration of Compliance<br />

It is declared, that in the extent of the knowledge of the below signed, the individual and<br />

consolidated financial statements of Banco Comercial Português, S.A. (“<strong>BCP</strong>” or “Bank”), which<br />

comprehend (i) the individual and consolidated balance sheet as at December 31, 2008, (ii) the<br />

individual and consolidated income statements, the changes in equity and the cash flow statement<br />

for the year ended December 31, 2008, (iii) a summary of the significant accounting policies and<br />

(iv) the notes to individual and consolidated accounts, give a true and appropriate image of the<br />

individual and consolidated financial position of the Bank as at December 31, 2008 and of the<br />

individual and consolidated income of their operations and changes in the equity and of their<br />

individual and consolidated cash flow statements for the year ended in that date according to the<br />

Adjusted Accounting Standards (NCA) as defined by the Bank of Portugal and International<br />

Financial Reporting Standards (IFRS) as endorsed by the European Union, respectively.<br />

The individual and consolidated financial statements of the Bank for the year ended December<br />

31, 2008 were approved by the Executive Board of Directors on February 11, 20<strong>09</strong>.<br />

It is also declared that the 2008 management report of <strong>BCP</strong> truly describes the evolution of the<br />

businesses, of the performance and position of the Bank and its subsidiaries included in the<br />

consolidation perimeter, and contains a description of the main risks and uncertainties that they<br />

face. The management report was approved by the Executive Board of Directors in its meetings<br />

on February 11, 20<strong>09</strong>.<br />

Porto Salvo, 11 February, 20<strong>09</strong><br />

Carlos Santos Ferreira<br />

(Chairman)<br />

Armando Vara<br />

(Vice-Chairman)<br />

Paulo Macedo<br />

(Vice-Chairman)<br />

José João Guilherme<br />

(Member)<br />

Nelson Machado<br />

(Member)<br />

Luís Pereira Coutinho<br />

(Member)<br />

Vítor Fernandes<br />

(Member)


230 Annual Report <strong>Vol</strong>ume II External Auditor’s Report<br />

External Auditor’s Report


Annual Report <strong>Vol</strong>ume II External Auditor’s Report 231


232 Annual Report <strong>Vol</strong>ume II External Auditor’s Report


Annual Report <strong>Vol</strong>ume II External Auditor’s Report 233


234 Annual Report <strong>Vol</strong>ume II External Auditor’s Report


Annual Report <strong>Vol</strong>ume II External Auditor’s Report 235


236 Annual Report <strong>Vol</strong>ume II Corporate Governance Report<br />

Corporate<br />

Governance Report


Annual Report <strong>Vol</strong>ume II Corporate Governance Report 237


238 Annual Repport <strong>Vol</strong>ume II Corporate Governance Report


Annual Report <strong>Vol</strong>ume II Corporate Governance Report 239<br />

Corporate<br />

Governance Report<br />

Introduction<br />

The objective of the present report is to describe the Corporate Governance practices followed<br />

by Banco Comercial Português, in a clear and comprehensive way.<br />

For purposes of increased transparency and an easier comparison and search, the present report<br />

was elaborated according to the format annexed to the CMVM (Portuguese Stock Market<br />

Regulator) Regulation 1/2001, with the changes introduced by the CMVM Regulation 5/2008,<br />

and has taken into consideration the recommendations included in the Corporate Governance<br />

Code.<br />

Index<br />

240 Chapter 0 Compliance Statement<br />

254 Chapter I General Meeting<br />

259 Chapter II Manegement and Supervisory Bodies<br />

284 Chapter III Information


240 Annual Report <strong>Vol</strong>ume II Corporate Governance Report<br />

Chapter 0 – Compliance<br />

Statement<br />

The Code of Conduct enumerates the principles and rules to be observed in banking practice,<br />

regarding financial activities as well as operations involving securities and related assets traded in<br />

organised markets, particularly with respect to matters regarding conflict of interests, secrecy<br />

and incompatibilities. The above-mentioned code is disclosed to all employees, who are given a<br />

copy at the time of their respective contracting and to which permanent access is ensured either<br />

through the internal portal (Intranet), either through the Internet Portal.<br />

The Internal Regulations Relative to the Financial Intermediation Activities establish the<br />

fundamental rules and procedures, as well as general rules of conduct to be observed in activities<br />

developed by the Bank as a financial intermediary and are disclosed to employees via the internal<br />

portal (Intranet), and also in the internet<br />

The Terms of Reference of the Management and Supervisory Bodies establish their duties and<br />

scope of action and regulate the functioning of these bodies and standards of conduct of the<br />

respective members, complementing the Bank’s Articles of Association, the Group’s Code of<br />

Conduct and Internal Regulations Relative to the Financial Intermediation Activities.<br />

These documents are provided to the members of each of these bodies upon their election or<br />

appointment.<br />

Indication of the place where the texts on corporate governance codes are available to the<br />

public, and to which the issuer is subject and, if applicable, those to which it has voluntarily<br />

chosen to be subject.<br />

The activities of the Bank and Group <strong>Millennium</strong> <strong>bcp</strong> follow the rules of conduct established<br />

by the Bank of Portugal and CMVM, applicable to credit institutions and to the members of<br />

their governing bodies, as well as a set of own regulations ensuring that management is based<br />

on the principle of risk diversification and application security, taking into account the interests<br />

of depositors, investors and other Stakeholders. In this respect, the professional secrecy regime<br />

is adhered to, applicable to members of management and supervisory bodies, employees,<br />

attorneys and any service providers, who may not reveal or use information relative to facts<br />

or elements involving the institution or its relationships with customers.<br />

The Code of Conduct, the Internal Regulations Relative to Financial Intermediation Activities,<br />

the Terms of Reference of the Supervisory Board, Executive Board of Directors and the<br />

Compliance Manual describe the duties and obligations applicable not only to the activities of<br />

Banco Comercial Português, as a cohesive entity, but also to the individual behaviour of each<br />

employee and member of the management and supervisory bodies of the Bank and Group, in<br />

the exercise of their respective functions.


Annual Report <strong>Vol</strong>ume II Corporate Governance Report 241<br />

The Compliance Manual enumerates a set of principles, rules and procedures, the objective of<br />

which is to ensure that the members of the Management and Supervisory Bodies and other<br />

employees of the Group guide their actions by the applicable internal and external laws and<br />

regulations, both in spirit and wording, business standards of the Bank and its associates, in order<br />

to prevent the risk of financial loss or damage to image and reputation. In all countries where the<br />

Group is present through a controlled entity, compliance with country legislation is ensured, with<br />

the local Compliance Officer being responsible for this compliance. This Manual is disclosed to<br />

all employees via the internal portal (Intranet).<br />

Description of the recommendations contained<br />

in the Corporate Governance Code of the CMVM<br />

Recommendation<br />

1. General Meeting<br />

1.1. General Meeting Board<br />

1.1.1. The Chairman of the General Meeting<br />

Board shall be equipped with the necessary<br />

and adequate human resources and logistic<br />

support, taking the financial position<br />

of the company into consideration.<br />

Compliance<br />

Compliance<br />

Development of the issue<br />

in the present<br />

Report and justification<br />

of non-compliance<br />

Chapter I<br />

Introdução<br />

I.1.2. The remuneration of the Chair<br />

of the General Meeting Board shall<br />

be disclosed in the annual report<br />

on corporate governance.<br />

Compliance<br />

Chapter I<br />

1.3.<br />

1.2. Participation at the Meeting<br />

1.2.1. The obligation to deposit or block<br />

shares before the General Meeting,<br />

contained in the articles of association,<br />

shall not exceed 5 working days.<br />

Compliance<br />

Chapter I<br />

1.4.<br />

I.2.2. Should the General Meeting<br />

be suspended, the company shall<br />

not compel share blocking during<br />

that period until the meeting is resumed<br />

and shall then follow the standard<br />

requirement of the first session.<br />

Compliance<br />

Chapter I<br />

1.5.<br />

I.3. Voting and Exercising Voting Rights<br />

I.3.1. Companies may not impose<br />

any statutory restriction on postal voting.<br />

Compliance<br />

Chapter I<br />

1.8.<br />

I.3.2. The statutory deadline for receiving<br />

early voting ballots by mail shall not exceed<br />

3 working days.<br />

Compliance<br />

Chapter I<br />

1.10.<br />

(continues)


242 Annual Report <strong>Vol</strong>ume II Corporate Governance Report<br />

(continuation)<br />

Recommendation<br />

I.3.3. The company’s articles of association<br />

shall provide for the one share-one vote<br />

principal.<br />

Compliance<br />

Not Complied<br />

Development of the issue<br />

in the present<br />

Report and justification<br />

of non-compliance<br />

Each 1,000 euros of capital corresponds<br />

to 1 vote and the shares have the<br />

nominal value of €1 each. Considering<br />

the number of shareholders present<br />

in the last General Meetings of the<br />

Bank, between 350 and 950 and those<br />

present or represented, between<br />

1,500 and 3,500, and since shareholders<br />

holding less than €1,000 of capital may<br />

form groups and in this way<br />

be represented at the Meeting,<br />

the adoption of this measure will<br />

not achieve any effective benefit<br />

in the defence of shareholders’ rights.<br />

To the contrary, its adoption<br />

may transform the General Meetings<br />

into overcrowded meetings, difficult<br />

to control, which would effectively<br />

be harmful to the defence<br />

of shareholder rights, by making<br />

any intervention requests<br />

as well as the sheer number<br />

uncontrollable, facilitating chaos<br />

and preventing a more thorough<br />

and clarifying debate on Company<br />

related issues which require greater<br />

and more in-depth detail in the debate.<br />

I.4. Quórum and Resolutions<br />

I.4.1. Companies shall not set a constitutive<br />

or deliberating quorum that outnumbers<br />

that which is prescribed by Law.<br />

Not complied<br />

The statutory constitutive quorum<br />

is 1/3 of the share capital, except<br />

for Meetings resolving on mergers,<br />

demergers or transformation<br />

in which the constitutive quorum<br />

is half of the share capital.<br />

The deliberative quorum established<br />

in the articles of association<br />

corresponds to the one established<br />

by law, with the exception<br />

of resolutions on the company’s<br />

merger, demerger and transformation,<br />

operations which require 3/4<br />

of the votes issued in order<br />

to be approved. The Bank considers<br />

it potentially harmful to the interests<br />

of its shareholders for the General<br />

Meeting to be held with whatever<br />

(continues)


Annual Report <strong>Vol</strong>ume II Corporate Governance Report 243<br />

(continuation)<br />

Recommendation<br />

Compliance<br />

Development of the issue<br />

in the present<br />

Report and justification<br />

of non-compliance<br />

number of shareholders is present,<br />

also being of the opinion<br />

that for the best defence<br />

of the shareholders, resolutions which<br />

significantly and in a potentially<br />

irreversible manner affect<br />

the company’s structure, should<br />

necessarily deserve the approval<br />

of a relevant number of shareholders.<br />

I.5. Attendees List, Minutes<br />

and Information on Resolutions Passed<br />

I.5.1. The minutes of the General Meetings<br />

shall be made available to shareholders<br />

on the company’s website within a 5 day<br />

period, irrespective of the fact that such<br />

information may not be legally classified<br />

as material information. The list of attendees,<br />

agenda items of the minutes and resolutions<br />

passed during such meetings shall be kept<br />

on file on the company’s website<br />

for a 3 year period.<br />

Complied<br />

The Bank maintains, on its Internet site,<br />

historical records of the attendances,<br />

agendas, resolutions adopted and<br />

percentage of votes cast, of the last<br />

3 years, having sent the minutes<br />

of the General Meetings free of charge<br />

to shareholders requesting such,<br />

as well as provided access<br />

to the attendance lists.<br />

I.6. Measures on Corporate Control<br />

I.6.1. Measures aimed at preventing<br />

successful takeover bids, shall<br />

respect both the company’s and<br />

the shareholders’ interests.<br />

Complied<br />

The company considers that<br />

no measures whatsoever exist that,<br />

in detriment of the interests<br />

of the company and majority<br />

of its shareholders, seek to prevent<br />

the success of public takeover bids.<br />

In contrast, the existence<br />

of a limitation on voting rights<br />

(10% of the votes corresponding<br />

to the entirety of share capital),<br />

far from seeking to prevent<br />

the success of public takeover bids,<br />

ensures that small and medium-sized<br />

Shareholders are entitled to have<br />

a more effective influence<br />

on decisions which, on these<br />

or other matters, are submitted<br />

to the General Meeting.<br />

1.6.2. In observance to the principle<br />

of the previous sub-paragraph,<br />

the company’s articles of association that<br />

Complied<br />

In the 2008 Annual General Meeting<br />

was approved by 99.99% of the votes<br />

expressed a proposal that, objectively,<br />

(continues)


244 Annual Report <strong>Vol</strong>ume II Corporate Governance Report<br />

(continuation)<br />

Recommendation<br />

restrict/limit the number of votes that<br />

may be held or exercised by a sole<br />

shareholder, either individually<br />

or in concert with other shareholders,<br />

shall also foresee for a resolution<br />

by the General Meeting, (5 year intervals,<br />

at least) on whether that statutory<br />

provision is to prevail – without super<br />

quorum requirements as to the one legally<br />

in force – and that in said resolution,<br />

all votes issued be counted, without<br />

applying said restriction.<br />

Compliance<br />

Development of the issue<br />

in the present<br />

Report and justification<br />

of non-compliance<br />

changed the referred limitation,<br />

which started to be measured<br />

not in relation to the share capital<br />

present at each moment in the General<br />

Meeting, but in relation to the totality<br />

of the share capital. All the shareholders<br />

affected by the mentioned vote<br />

limitation voted this proposal favourably.<br />

I.6.3. In cases such as change of control<br />

or changes to the composition<br />

of the Board of Directors, defensive<br />

measures should not be adopted<br />

that instigate an immediate and serious<br />

asset erosion in the company, and further<br />

disturb the free transmission<br />

of shares and voluntary assessment<br />

of the performance of the Board<br />

of Directors by the shareholders.<br />

Complied<br />

There are no measures whatsoever<br />

with these characteristics.<br />

1I. Management and Supervisory<br />

Boards<br />

II.I. Geral Points<br />

II.1.1. Structure and Duties<br />

II.1.1.1. The Board of Directors<br />

shall assess the adopted model<br />

in its governance report<br />

and pin-point possible hold-ups<br />

to its functioning and shall propose<br />

measures that it deems fit for surpassing<br />

such obstacles.<br />

Complied<br />

Chapter II<br />

Introduction<br />

II.1.1.2. Companies shall set up internal<br />

control systems in order to efficiently detect<br />

any risk to the company’s activity<br />

by protecting its assets and keeping<br />

its corporate governance transparent.<br />

Complied<br />

Chapter II<br />

II.4<br />

II.1.1.3. The Management and Supervisory<br />

Boards shall establish internal regulations<br />

and shall have these disclosed<br />

on its website.<br />

Complied<br />

As follows from the consultation<br />

to the Bank’s institutional Internet site.<br />

(continues)


Annual Report <strong>Vol</strong>ume II Corporate Governance Report 245<br />

(continuation)<br />

Recommendation<br />

II.1.2. Governance Incompatibility<br />

and Independence<br />

II.1.2.1. The Board of Directors<br />

shall include a number of non-executive<br />

members that ensure the efficient<br />

supervision, auditing and assessment<br />

of the executive members’ activity.<br />

Compliance<br />

Not applicable<br />

Development of the issue<br />

in the present<br />

Report and justification<br />

of non-compliance<br />

In the governance model adopted<br />

by the Bank, the supervision<br />

of the executive directors<br />

is committed to an autonomous<br />

body called the Supervisory Board.<br />

The majority of the members<br />

of this body is independent, being<br />

mandatorily composed of a number<br />

of members greater than that<br />

of the Executive Board of Directors,<br />

therefore it is considered<br />

that the objective of the present<br />

recommendation has been achieved.<br />

II.1.2.2. Non-executive members must<br />

include an adequate number of independent<br />

members. The size of the company<br />

and its shareholder structure must be taken<br />

into account when devising this number<br />

and may never be less than a fourth<br />

of the total number of Directors.<br />

Not applicable<br />

In the governance model adopted<br />

by the Bank the present recommendation<br />

should be considered as regarding<br />

the Supervisory Board, the majority<br />

of members of which is independent,<br />

therefore it is considered that<br />

the objective of the present<br />

recommendation has been achieved.<br />

II.1.3. Eligibility Criteria for Appointment<br />

II.1.3.1. Depending on the applicable<br />

model, the Chair of the Audit Board,<br />

the Audit Committee or the Financial<br />

Matters Committees shall be independent<br />

and be adequately capable to carry<br />

out its duties.<br />

Complied<br />

Chapter II<br />

II.2<br />

Annex VI<br />

II.I.4. A Policy on the Reporting<br />

of Irregularities<br />

II.1.4.1. The company shall adopt<br />

a policy whereby irregularities occurring<br />

within the company, are reported.<br />

Such reports should contain the following<br />

information: i) the means through<br />

which such irregularities may<br />

be reported internally, including<br />

the persons that are entitled<br />

to receive the reports; ii) how<br />

the report is to be handled, including<br />

Complied<br />

Chapter III<br />

II.3 – Client Ombudsman<br />

Chaptert II<br />

II.22<br />

(continues)


246 Annual Report <strong>Vol</strong>ume II Corporate Governance Report<br />

(continuation)<br />

Recommendation<br />

confidential treatment, should<br />

it be required by the reporter.<br />

the declarant.<br />

Compliance<br />

Development of the issue<br />

in the present<br />

Report and justification<br />

of non-compliance<br />

II.1.4.2 The general guidelines<br />

on this policy should be disclosed<br />

in the corporate governance report.<br />

II.1.5. Remuneration<br />

II.1.5.1 The remuneration<br />

of the members of the Board of Directors<br />

shall be aligned with the interests<br />

of the shareholders. Thus:<br />

i) The remuneration of Directors carrying<br />

out executive duties should be based<br />

on performance and a performance<br />

assessment shall be carried<br />

out periodically by the competent<br />

body or committee; ii) the level<br />

of remuneration shall be consistent<br />

with the maximization of the long<br />

term performance of the company,<br />

and shall be dependent<br />

on sustainability of the levels<br />

of the adopted performance;<br />

iii) when the remuneration<br />

of non-executive members of the Board<br />

of Directors is not legally imposed,<br />

a fixed amount should be set.<br />

Complied<br />

Complied<br />

Chapter II<br />

II.3 Client Ombudsman<br />

Chapter II<br />

II.22<br />

Chapter II<br />

II.18<br />

Chapter II<br />

II.20<br />

II.1.5.2. The Remuneration Committee and<br />

the Board of Directors shall submit<br />

a statement on the remuneration policy<br />

to be presented at the Annual<br />

Shareholders General Meeting<br />

on the Management and Supervisory<br />

bodies and other directors as provided<br />

for in Article 248/3/b of the Securities<br />

Code. The shareholders shall<br />

be informed on the proposed criteria<br />

and main factors to be used<br />

in the assessment of the performance<br />

for determining the level (share bonuses;<br />

option on share acquisition, annual<br />

bonuses or other awards).<br />

Complied<br />

Chapter II<br />

II.18<br />

Annex III<br />

There are not any remuneration criteria<br />

or other that distinguish the directors<br />

in the meaning of the nr. 3 of the article<br />

248.-B of the Securities Markets Code<br />

of the remaining senior management<br />

members of the Group, so:<br />

The respective remuneration<br />

comphreends the base remuneration:<br />

of the Collective Labour Agreement<br />

(ACT) classification level, added<br />

of a complement that integrates<br />

(continues)


Annual Report <strong>Vol</strong>ume II Corporate Governance Report 247<br />

(continuation)<br />

Recommendation<br />

Compliance<br />

Development of the issue<br />

in the present<br />

Report and justification<br />

of non-compliance<br />

the compensation corresponding<br />

to the exemption of working hours,<br />

to the principle of exclusive dedication,<br />

to the diuturnity and other subsidiary<br />

included in the ACT.<br />

The individual differentiation equally<br />

adopted by the remaining employees<br />

of the Bank is based on the following<br />

criteria; ACT classification level; Level<br />

of Seniority; Individual Merit; Level<br />

of reponsibility.<br />

The process of bonus attribution<br />

is based on the same principles<br />

of the other employees and varies<br />

individually according to the following<br />

factors: Result of the individual<br />

performance, in terms<br />

of de degree of realisation of objectives;<br />

Value of the gross monthly remuneration.<br />

II.1.5.3. At least one of the Remuneration<br />

Committee’s representatives shall<br />

be present at the Annual Shareholders’<br />

General Meeting.<br />

Complied<br />

Both members of the Remunerations<br />

and Welfare Board elected<br />

by the General Meeting, as well<br />

as the members of the Nomination<br />

and Remuneration Committee<br />

of the Supervisory Board<br />

have always been present at the General<br />

Meetings of the Bank.<br />

II.1.5.4. 4 A proposal shall be submitted<br />

at the General Meeting on the approval<br />

of plans for the allotment of shares<br />

and/or options for share purchase<br />

or further yet on the variations in share<br />

prices, to members of the Management<br />

and Supervisory Boards and other<br />

Directors within the context of Article<br />

248/3/B of the Securities Code.<br />

The proposal shall mention<br />

all the necessary information<br />

for its correct assessment. The proposal<br />

shall contain the regulation plan<br />

or in its absence, the plan’s general<br />

conditions. The main characteristics<br />

of the retirement benefit plans<br />

for members of the Management<br />

Complied<br />

At present none of these plans exist,<br />

however, during the periods when they<br />

did exist they were not addressed<br />

to the members of the corporate bodies<br />

(Management or Supervisory), but were<br />

submitted to the General Meeting.<br />

Chapter II<br />

II.18<br />

Annex IV<br />

The principes rulling the retiremet<br />

conditions of the directors, in the meaning<br />

of the nr. 3 of the article 248.º – B<br />

of the Securities Market Code are<br />

(continues)


248 Annual Report <strong>Vol</strong>ume II Corporate Governance Report<br />

(continuation)<br />

Recommendation<br />

and Supervisory Boards and other<br />

Directors within the context of Article<br />

248/3/B of the Securities Code, shall also<br />

be approved at the General Meeting.<br />

Compliance<br />

Development of the issue<br />

in the present<br />

Report and justification<br />

of non-compliance<br />

common to all the Bank’s employees.<br />

II.1.5.5. The remuneration of the members<br />

of the Management and Supervisory<br />

Boards shall be individually and annually<br />

disclosed and, information on fixed<br />

and variable remuneration must be<br />

discriminated as well as any other<br />

remuneration received from other<br />

companies within the group<br />

of companies or companies controlled<br />

by shareholders of qualifying holdings.<br />

Complied<br />

The Bank considers that the global<br />

disclosure of the remuneration<br />

of the Executive Board of Directors,<br />

as well as the remuneration policy<br />

of the Executive Directors which<br />

by it self is clear concerning<br />

the repartition of the remuneration<br />

between the several Executive<br />

Directors mainly in years<br />

in which, as the current one,<br />

and in the sequence of the proposal<br />

of Executive Board of Directors itself<br />

the Executive Board of Directors<br />

will not receive variable remuneration,<br />

is the appropriate and sufficient<br />

method to fully meet the objective<br />

of the present recommendation,<br />

while safeguarding the privacy<br />

of the majority of the members<br />

of the Board of Directors.<br />

II.2. Board of Directors<br />

II.2.1. Within the limits established<br />

by Law for each Management<br />

and Supervisory structure, and unless<br />

the company is of a reduced size, the Board<br />

of Directors shall delegate the day-to-day<br />

running and the delegated duties should<br />

be identified in the Annual Report<br />

on Corporate Governance.<br />

Not applicable<br />

Since the Board of Directors<br />

is Executive, there is no delegation<br />

of duties in the strict sense of the term,<br />

although there is a clear distribution<br />

of responsibilities, as noted in Page 268<br />

Therefore it is considered that<br />

the objective of the present<br />

recommendation has been achieved.<br />

II.2.2. The Board of Directors shall ensure<br />

that the company acts in accordance with<br />

its goals, and should not delegate its duties,<br />

namely in what concerns: i) definition<br />

of the company’s strategy and general<br />

policies; ii) definition of the corporate<br />

structure of the group; iii) decisions<br />

taken that are considered to be strategic<br />

due to the amounts, risk and particular<br />

characteristics involved.<br />

Not applicable<br />

The Executive Board of Directors<br />

does not delegate any of the duties<br />

referred to in the present<br />

recommendation, since it is certain<br />

that, under the terms of the law<br />

and the bank’s articles of association,<br />

and due to the two-tier model<br />

adopted by the company,<br />

the matters identified in sub-paragraphs<br />

i), ii) and iii) are necessarily submitted<br />

(continues)


Annual Report <strong>Vol</strong>ume II Corporate Governance Report 249<br />

(continuation)<br />

Recommendation<br />

Compliance<br />

Development of the issue<br />

in the present<br />

Report and justification<br />

of non-compliance<br />

for appraisal to the Supervisory Board.<br />

Therefore it is considered that<br />

the objective of the present<br />

recommendation has been achieved.<br />

II.2.3. Should the Chair of the Board<br />

of Directors carry out executive duties,<br />

the Board of Directors shall set up efficient<br />

mechanisms for coordinating non-executive<br />

members that can ensure that these may<br />

decide upon, in an independent and informed<br />

manner, and furthermore shall explain these<br />

mechanisms to the shareholders<br />

in the corporate governance report.<br />

Not applicable<br />

By guaranteeing total autonomy between<br />

the Supervisory Board and the Executive<br />

Board of Directors, the governance<br />

model adopted by the Bank, by definition,<br />

meets the objective of the present<br />

recommendation. Therefore it is considered<br />

that the objective of the present<br />

recommendation has been achieved.<br />

II.2.4. The annual management report shall<br />

include a description of the activity carried<br />

out by the non-executive Board Members<br />

and shall mention any restraints encountered.<br />

Not applicable<br />

Given that the governance regimen<br />

adopted by the Bank does not apply,<br />

the questions that the present<br />

recommendation aims to cover<br />

are in the Supervisory Board, which<br />

is part of this Report.<br />

All the members of the Executive<br />

Board of Directors are still completing<br />

their first term-of-office.<br />

II.2.5. The management body should<br />

promote member replacement<br />

for financial matters at least after<br />

a 2 year term-of-office.<br />

Complied<br />

All the members of the Executive<br />

Board of Directors are still completing<br />

their first term-of-office.<br />

II.3 Chief Executive Officer (CEO),<br />

Executive Committee and Executive<br />

Board of Directors<br />

II.3.1. When Directors that carry<br />

out executive duties are requested by other<br />

Board Members to supply information,<br />

the former shall do so in a timely manner<br />

and the information supplied must<br />

adequately suffice the request made.<br />

Complied<br />

This recommendation is fully<br />

complied with, as results from<br />

the opinions of the Supervisory<br />

Board and the Committee<br />

on Financial Matters, as well<br />

as the opinion of the Statutory<br />

Auditor and External Auditor, which is<br />

part of this Report.<br />

II.3.2 The Chair of the Executive<br />

Committee shall send the convening<br />

notices and minutes of the meetings<br />

to the Chair of the Board<br />

Not applicable<br />

Given that the governance regimen<br />

adopted by the Bank does not apply,<br />

the questions that the present<br />

recommendation aims to cover are fully<br />

(continues)


250 Annual Report <strong>Vol</strong>ume II Corporate Governance Report<br />

(continuation)<br />

Recommendation<br />

of the Directors and, when applicable,<br />

to the Chair of the Supervisory Board<br />

or the Auditing Committee.<br />

Compliance<br />

Development of the issue<br />

in the present<br />

Report and justification<br />

of non-compliance<br />

saveguard, as results form the answer<br />

to the recommendation II.3.3.<br />

Therefore it is considered that<br />

the objective of the present<br />

recommendation has been achieved.<br />

II.3.3 The Chair of the Executive Board<br />

of Directors shall send the convening<br />

notices and minutes of the meetings<br />

to the Chair of the General<br />

and Supervisory Board and to the Chair<br />

of the Financial Matters Committee.<br />

Complied<br />

The folder relative to each<br />

meeting of the Executive Board<br />

of Directors, including the draft<br />

minutes for approval, agenda<br />

and supporting documents,<br />

are sent to the Office<br />

of the Chairman of the Supervisory<br />

Board, structure that also supports<br />

the Financial Matters Committee,<br />

on the same date as it is distributed<br />

to the Executive Directors.<br />

II.4. General and Supervisory Board,<br />

Financial Matters Committee, Audit<br />

Committee and Audit Board<br />

II.4.1. Besides fulfilling its supervisory<br />

duties, the General and Supervisory<br />

Board shall advise, follow-up and carry<br />

out on an on-going basis, the assessment<br />

on the management of the company<br />

by the Executive Board of Directors.<br />

Besides other subject matters,<br />

the General and Supervisory Board shall<br />

decide on: i) definition of the strategy<br />

and general policies of the company;<br />

ii) the corporate structure of the group;<br />

and iii) decisions taken that<br />

are considered to be strategic<br />

due to the amounts, risk and particular<br />

characteristics involved.<br />

Complied<br />

Compliance with this recommendation<br />

results from the duties attributed<br />

by law and by the articles of association<br />

to the Supervisory Board. Due<br />

to its legal and statutory duties,<br />

it is the responsibility<br />

of the Supervisory Board to express<br />

an opinion on all matters referred<br />

to in i), ii) and iii). Therefore<br />

it is considered that the objective<br />

of the present recommendation<br />

has been achieved.<br />

II.4.2. The annual reports and financial<br />

information on the activity carried<br />

out by the General and Supervisory<br />

Committee, the Financial Matters<br />

Committee, the Audit Committee<br />

and the Audit Board shall<br />

be disclosed on the company’s<br />

website together with the financial<br />

statements.<br />

Complied<br />

As results from the contents<br />

of the page on the Bank’s Internet<br />

site relative to the General Meeting.<br />

(continues)


Annual Report <strong>Vol</strong>ume II Corporate Governance Report 251<br />

(continuation)<br />

Recommendation<br />

II.4.3 The annual reports on the activity<br />

carried out by the General<br />

and Supervisory Board, the Financial<br />

Matters Committee, the Audit<br />

Committee and the Audit Board<br />

shall include a description<br />

on the supervisory activity<br />

and shall mention any restraints<br />

that they may have come up against.<br />

Complied<br />

Compliance<br />

Development of the issue<br />

in the present<br />

Report and justification<br />

of non-compliance<br />

<strong>Vol</strong>ume II<br />

Supervisory Board and Audit and Risk<br />

Committee Reports, that is part<br />

of this Report.<br />

II.4.4 The Financial Matters Committee,<br />

the Audit Committee and the Audit Board<br />

(depending on the applicable model)<br />

shall represent the company for all<br />

purposes at the external auditor,<br />

and shall propose the services supplier,<br />

the respective remuneration, ensure<br />

that adequate conditions for the supply<br />

of these services are in place within<br />

the company, as well<br />

as being the liaison officer between<br />

the company and the first recipient<br />

of the reports.<br />

Complied<br />

The Audit and Risk Committee<br />

is the first receiver of the Reports<br />

of the Statutory Auditor and External<br />

Auditors, regularly meeting with<br />

the CFO, Risk Officer, Compliance<br />

Officer and Person Responsible<br />

for the Internal Audit, having<br />

the capacity to question<br />

any person responsible as considered<br />

appropriate. The Supervisory Board,<br />

through the Audit and Risk Committee,<br />

also selects the Statutory Auditor<br />

and the External Auditor whose election<br />

is proposed at the General Meeting,<br />

supervising the establishment<br />

of the respective remuneration<br />

and conditions for the appropriate<br />

exercise of the respective functions.<br />

II.4.5 According to the applicable<br />

model, the Financial Matters Committee,<br />

Audit Committee and the Audit Board,<br />

shall assess the external auditor<br />

on an annual basis and advise<br />

the General Meeting that<br />

he/she be discharged whenever justifiable<br />

grounds are present.<br />

Complied<br />

<strong>Vol</strong>ume II<br />

Audit and Risk Committe.<br />

II.5. Special Committees<br />

II.5.1 Unless the company is of a reduced<br />

size and depending on the adopted model,<br />

the Board of Directors and the General<br />

and Supervisory Committees, shall<br />

set up the necessary Committees<br />

in order to: i) ensure that a competent<br />

and independent assessment<br />

Complied<br />

The Supervisory Board created three<br />

Committees within it, aimed<br />

at achieving the objectives of the present<br />

recommendation: Committee for Financial<br />

Matters, named Audit and Risk<br />

Committee, The Nomination<br />

and Remunerations Committee<br />

(continues)


252 Annual Report <strong>Vol</strong>ume II Corporate Governance Report<br />

(continuation)<br />

Recommendation<br />

of the Executive Directors’ performance<br />

is carried out, as well as its own overall<br />

performance and further yet,<br />

the performance of all existing<br />

Committees; ii) study the adopted<br />

governance system and verify its efficiency<br />

and propose to the competent bodies,<br />

measures to be carried out with<br />

a view to its improvement.<br />

Compliance<br />

Development of the issue<br />

in the present<br />

Report and justification<br />

of non-compliance<br />

and the Corporate Governance<br />

Committee.<br />

Chapter II<br />

II<br />

<strong>Vol</strong>ume II<br />

Supervisory Board Report, which<br />

is part of this Report.<br />

II.5.2 Members of the Remuneration<br />

Committee or alike, shall be independent<br />

from the Members of the Board<br />

of Directors.<br />

Complied<br />

Both Remuneration and Welfare Board<br />

members and Nomination<br />

and Remunerations Committee<br />

members are independent from<br />

the management board.<br />

II.5.3 All the Committees shall draw<br />

up minutes of the meetings held.<br />

Complied<br />

Compliance with this recommendation<br />

results from the terms of reference<br />

of these committees.<br />

III. Information and Auditing<br />

III.1. General Disclosure Duties<br />

III.1.2 Companies shall maintain<br />

permanent contact with the market<br />

thus upholding the principle of equality<br />

for shareholders and ensure that investors<br />

are able to access information<br />

in a uniform fashion. To this end,<br />

the company shall create<br />

an Investor Assistance Unit.<br />

Complied<br />

Chapter III<br />

III.12<br />

III.1.3 The following information<br />

that is made available on the company’s<br />

Internet website, shall be disclosed<br />

in the English language: a) The company,<br />

public company status, headquarters<br />

and remaining data provided for<br />

in Article 171 of the Commercial<br />

Companies Code; b) Articles<br />

of Association; c) Credentials<br />

of the members of the Board<br />

of Directors and the Market Liaison<br />

Officer; d) Investor Assistance Unit<br />

– its functions and access tools;<br />

Complied<br />

As results from consulting the site.<br />

(continues)


Annual Report <strong>Vol</strong>ume II Corporate Governance Report 253<br />

(continuation)<br />

Recommendation<br />

e) Accounts Reporting documents;<br />

f) Half-Yearly Calendar<br />

on Company Events; g) Proposals<br />

sent through for discussion and voting<br />

during the General Meeting;<br />

h) Notices convening meetings.<br />

Compliance<br />

Development of the issue<br />

in the present<br />

Report and justification<br />

of non-compliance<br />

The considerations relative to the independence of the members of<br />

the corporate boards to which this qualification is applicable, are in<br />

the declaration of the Corporate Governance Committee inserted in<br />

the Chapter I and Chapter II of this Report.


254 Annual Report <strong>Vol</strong>ume II Corporate Governance Report<br />

Chapter I – General Meeting<br />

The General Meeting is the highest corporate body, representing all shareholders. This body is<br />

responsible for electing and dissolving its own Board, members of the Management and<br />

Supervisory Bodies, approving alterations to the articles of association, resolving on reports,<br />

accounts and proposals on the appropriation of profits, on any matters submitted at the request<br />

of the Management and Supervisory Bodies and, in general, on all matters specifically attributed<br />

to it by the law or the company’s articles of association, or which have not been attributed to<br />

other corporate bodies.<br />

The resolutions of the General Meeting are taken by simple majority of votes issued, except in<br />

cases where legal or statutory provisions require a qualified majority. Resolutions on alterations<br />

to the articles of association being a particular example of the latter, which should be approved<br />

by two thirds or three quarters of the votes cast, in accordance with article 21 of the<br />

abovementioned articles of association.<br />

The Chairman of the Board of the General Meeting is provided with the respective supporting<br />

human and logistical resources, throughout the entire year by the Company Secretary and<br />

respective Office and, in each General Meeting and its preparatory period, by a Work Group<br />

especially constituted for the effect which, in addition to the Company Secretary, includes<br />

members of the Operations, Information Technology, Mobile Internet Direct Banking Division<br />

and Audit Departments. International External Audit services are also contracted to certify the<br />

voting procedures.<br />

I.1. Identification of the members of the board of the general meeting<br />

The Board of the General Meeting is composed by:<br />

• Chairman – António Manuel da Rocha e Menezes Cordeiro (independent)<br />

• Vice-Chairman – Manuel António de Castro Portugal Carneiro da Frada (independent)<br />

Due to her functions as Company Secretary, Ms. Ana Isabel dos Santos de Pina Cabral, also acts<br />

as the Board Secretary.<br />

I.2. Indication of the beginning and end of the respective term-of-offices<br />

The current term-of-office of the elected members of the Board of the General Meeting is 2008/<br />

2010.<br />

I.3. Indication of the remuneration of the chairman of the board of the<br />

general meeting<br />

The annual remuneration of the Chairman of the Board was established by the Remunerations<br />

and Welfare Board, for 2008, at 150 thousand euros.


Annual Report <strong>Vol</strong>ume II Corporate Governance Report 255<br />

I.4. Indication of the time required in advance for the deposit or blocking<br />

of shares for participation in the general meeting<br />

The Financial Institution where the shares are registered confirms the legitimacy for the exercise<br />

of voting rights. The document certifying the quantity of shares held by the shareholder on the<br />

the 5 th business day before the date of the General Meeting, and the blocking of the shares on<br />

that same date, should be received at the Bank by 17:00 hours on the second last business day<br />

before the meeting date.<br />

I.5. Indication of the rules applicable to the blocking of shares in the case<br />

of the suspension of the general meeting<br />

Whenever the Meeting is suspended for continuation on a later date, the shareholders should<br />

send the Bank a new statement confirming their quality on the 5 th business day before the date<br />

booked for the continuation of the General Meeting, since the certificate for the blocking of<br />

shares issued by the entities registering the shares is valid only for the date of the initial session<br />

of the Meeting.<br />

I.6. Number of shares corresponding to one vote<br />

Each 1,000 euros of capital corresponds to one vote. Shareholders holding a smaller number of<br />

shares may group themselves in order to complete the minimum required and are represented<br />

by a person with full legal capacity.<br />

Each share has the nominal value of 1 euro.<br />

I.7. Existence of statutory rules on the exercise of voting rights<br />

The Bank ensures the effective exercise of the corporate rights of its Shareholders through a<br />

series of mechanisms, in particular those relative to participation in General Meetings and exercise,<br />

therein, of voting rights.<br />

Hence, for each General Meeting, the Bank ensures the full and timely disclosure of the event:<br />

a) by sending the shareholders mentioned in the list prepared by the Bank, updated as near as<br />

possible to the date booked for the Meeting, a copy of the respective call notice, as well as a<br />

letter of the Chairman of the Board explaining the various possible ways of participating in the<br />

General Meeting (through attendance, representation, or voting by postal ballot or electronic<br />

means) and forms to be used in each of these circumstances. A pre-paid envelope (SASE)<br />

addressed to the Bank is enclosed with this documentation.<br />

b) by providing, at least during the entire month prior to the date of the meeting, on the Bank’s<br />

Internet site (www.millennium<strong>bcp</strong>.pt), all the relevant information, such as the agenda, proposals<br />

and documents to be submitted to the Meeting, letters requesting the blocking of shares for<br />

participation in the Meeting and proxy letters, postal ballot and forms for voting by electronic<br />

means.


256 Annual Report <strong>Vol</strong>ume II Corporate Governance Report<br />

This relevant information is placed on the General Meeting’s own webpage created on the<br />

Bank's institutional Internet site on wherein, complying with the legal deadlines, it is possible<br />

not only to consult and print all the documentation which, being known to the company, is<br />

destined to the shareholders, as well as an explanatory note on how to participate in the<br />

meeting, indicating the steps the shareholders will have to take in order to assure their<br />

presence at the Meeting and exercise their right to vote.<br />

c) under the terms of the law and the Bank’s Articles of Association, the call notice of the General<br />

Meeting clearly and unequivocally indicates not only the date, time and location of the General<br />

Meeting, but also:<br />

i) the respective agenda;<br />

ii) the mechanisms to confirm the quality of the shareholder;<br />

iii) the number of shares corresponding to one vote;<br />

iv) the possibility of the shareholders being represented by any person of their choice provided<br />

that this person possesses full legal capacity;<br />

v) the possibility of exercising voting rights by postal ballot;<br />

vi) the possibility of exercising voting rights through electronic means.<br />

The shareholders of Banco Comercial Português are not subject to reservations on the free<br />

transmission of their shares, since the letter confirming the blocking of the shares must only be<br />

received at the company until 17:00 hours of the second last business day before the date of the<br />

Meeting. The Bank has accepted all formal requests for the cancellation of the blocking which have<br />

arrived by 17:00 hours of the day before the date of the Meeting.<br />

Likewise, there has been no limitation on the exercise of voting rights, with the exception of the<br />

quantitative limitation established in no. 10 of article 16 of the Articles of Association, which limits<br />

the votes which may be cast by each shareholder or Group of related shareholders to 10% of<br />

the totality of the votes corresponding to the share capital.<br />

The abovementioned restrictions do not include votes cast by a shareholder in representation<br />

of another or others, without prejudice to the application of the limitations provided for therein<br />

to the represented entity or entities.<br />

There are no special rights, voting or other, and the shares representing the share capital of the<br />

Bank are of a single category.<br />

There are no restrictions on the transmission of shares, nor is the company aware of any<br />

shareholders’ agreements that may lead to restrictions on matters concerning the transmission<br />

of securities or voting rights.<br />

I.8. Existence of statutory rules on the exercise of voting rights by postal ballot<br />

Under the terms of no. 13 of article 16 of the Articles of Association, the exercise of voting rights<br />

by postal ballot includes all the matters contained in the call notice, under the terms and<br />

conditions established therein.


Annual Report <strong>Vol</strong>ume II Corporate Governance Report 257<br />

I.9. Provision of a model for the exercise of voting rights by postal ballot<br />

The methodology to adopt for the exercise of voting rights by postal ballot is publicised, both in<br />

the call notice of the General Meeting, as well as on the Bank’s Internet site, with the voting form<br />

being sent to the shareholders by mail and provided at the Bank’s registered office and on the<br />

respective Internet site.<br />

Both the form for voting by postal ballot and the form for voting by electronic means are updated<br />

on the Internet page dedicated to the Meetings, both relative to the proposals received as well<br />

as regarding any alteration in the agenda.<br />

I.10. Requirement of a period of time between the reception of the votes<br />

by correspondence and the date of the general meeting<br />

The Bank has established the deadline for the reception of the postal ballot at 17:00 of the second<br />

last business day before the date of the General Meeting, thus coinciding with the deadline for the<br />

reception of the rest of the documentation for the Meeting.<br />

I.11. Exercise of voting rights through electronic means<br />

The exercise of voting rights through electronic means includes all the matters contained in the<br />

call notice, under the terms and conditions established therein.<br />

The methodology to adopt for the exercise of voting rights through electronic means is publicised,<br />

both in the call notice of the General Meeting, as well as on the Bank’s Internet site, with the<br />

document to request the respective voting code being sent by mail and provided on the Internet.<br />

Voting though electronic means, as defined by the Bank, may be exercised between the fourth<br />

and second last business day before the date of the General Meeting, by shareholders who have<br />

requested the respective code in due time.<br />

I.12. Information on the intervention of the general assembly with respect<br />

to the company’s remuneration policy and assessment of the performance<br />

of the members of the management body<br />

The General Meeting, in the annual meeting held on 27 th May 2008, proceeded with the<br />

consultative appraisal of the new Remuneration Policy for the Executive Board of Directors,<br />

approved on April 2008, by the Nomination and Remunerations Committee (Committee<br />

appointed by the Supervisory Board under the terms of no. 1 of article 13 of the Articles of<br />

Association and article 429 of the Companies Code), once that, with the alteration of the Bank’s<br />

statutory model in 2006, the Supervisory Board was created, to which the law and articles of<br />

association attribute competence to resolve on the remunerations of the Executive Board of<br />

Directors.<br />

The General Meeting, at its annual meeting, is responsible for proceeding with the general<br />

appraisal of the company’s management and supervision, with the amplitude established by the<br />

law.


258 Annual Report <strong>Vol</strong>ume II Corporate Governance Report<br />

Both the Regulations on the Remuneration of the members of the Executive Board of Directors<br />

and the Regulations on the Retirement of the Directors were altered in the current year.<br />

Therefore, they shall be submitted to the forthcoming General Meeting with a consultive<br />

character. Those documents constitute Annexes III and IV of this Report.<br />

I.13. Indication of defensive measures which have the effect of automatically<br />

causing serious erosion in the value of company assets in the event of<br />

the transfer of control or change of composition of the management board<br />

Not applicable.<br />

I.14. Significant agreements to which the company subscribes and which<br />

enter into force, are altered or cease in the case of change of control of the<br />

company, as well as the respective effects, except if, due to their nature,<br />

their disclosure would be seriously harmful to the company, unless the<br />

company is specifically forced to divulge this information due to other legal<br />

imperatives<br />

Not applicable.<br />

I.15. Agreements between the company and members of the management<br />

body and directors, in compliance with no. 3 of article 248-B of the<br />

Securities Code (compensation payments in the case of resignation,<br />

dismissal without fair cause or work severance following an alteration of<br />

control of the company)<br />

Not applicable.


Annual Report <strong>Vol</strong>ume II Corporate Governance Report 259<br />

Chapter II – Management<br />

and Supervisory Bodies<br />

Banco Comercial Português has made permanent efforts to incorporate the evaluation criteria<br />

of Good Corporate Governance – equity, transparency, internal alignment and accountability –<br />

simultaneously with the adoption of practices which enable achieving the objectives of the best<br />

models of Corporate Governance – separation of functions, specialisation of supervision, financial<br />

and management control, risk control, conflicts of interest and orientation towards sustainability.<br />

Therefore, this Board considers that the two-tier model adopted since June 2006 allows the<br />

strict separation between management and supervision, ensuring that non-executive members<br />

hold the latter and that these members are independent in relation to the company, in accordance<br />

with the criteria established by the Companies Code. The Executive Board of Directors does not<br />

detect any constraints to its action, by which it judges not to justify to propose any acting<br />

measures having in view to change the Corporate Governance regimen adopted.<br />

II.1. Identification and composition of the company’s management<br />

and supervisory bodies<br />

Having adopted the two-tier model, the management and supervision of the Bank is structured<br />

as follows:<br />

Executive Board of Directors;<br />

Supervisory Board;<br />

Statutory Auditor.<br />

The Group also counts with a company of External Auditors that carry out audits to the<br />

consolidated accounts and of the various Group companies.<br />

The Bank also has its own corporate body composed of shareholders, who are responsible for<br />

the special monitoring of the company’s activities.<br />

Executive Board of Directors<br />

The Executive Board of Directors (EBD) is responsible for the management of the company,<br />

being composed of an odd number of members, of at least seven and no more than thirteen,<br />

elected by the General Meeting for a period of three years, and who may be re-elected one or<br />

more times.


260 Annual Report <strong>Vol</strong>ume II Corporate Governance Report<br />

The Executive Board of Directors has broad competences established in the law and articles of<br />

association of the company, which covers, amongst others, the following attributions:<br />

• manage the Bank, practising all acts and operations included in its corporate object;<br />

• freely decide, observing all prescriptions laid down by the law, on the participation of the company<br />

in share the capital of companies with any object and in companies regulated by special laws or in<br />

joint ventures or any other form of entrepreneurial association;<br />

• mobilise financial resources and carry out legally permitted credit operations;<br />

• constitute attorneys to carry out certain acts;<br />

• implement and ensure compliance with legal and statutory prescriptions and resolutions of<br />

the General Meeting;<br />

• define the Bank’s organisation and work methods, prepare regulations and determine<br />

instructions as considered appropriate;<br />

• represent the Bank in and out of court, actively and passively;<br />

• appoint, amongst its members, one or more Vice-Chairmen, who, by order of appointment,<br />

will replace the Chairman in his absence or inability to carry out his functions, without prejudice<br />

to the exercise of the rest of the functions attributed by the Board.<br />

The current Executive Board of Directors of the Bank was elected at the General Meeting of<br />

Shareholders held on 15 th January 2008 and is composed of the following members:<br />

Chairman:<br />

Vice-Chairmen:<br />

Voting members:<br />

Carlos Jorge Ramalho dos Santos Ferreira (59 years old)<br />

Armando António Martins Vara (54 years old)<br />

Paulo José de Ribeiro Moita de Macedo (45 years old)<br />

José João Guilherme (51 years old)<br />

Nelson Ricardo Bessa Machado (49 years old)<br />

Luís Maria França de Castro Pereira Coutinho (46 years old)<br />

Vítor Manuel Lopes Fernandes (45 years old)<br />

All the Directors show the technical competence, knowledge and professional experience<br />

appropriate to the exercise of their respective functions, employing in the exercise of their<br />

functions the diligence required of a careful and throughout manager, observing the duties of<br />

loyalty in the interest of the company and taking into account the long-term interests of the<br />

shareholders and other Stakeholders. For this effect, see the Curricula annexed to this report.<br />

In compliance with the Bank’s Articles of Association and current terms of reference of the<br />

Executive Board of Directors, all Executive Directors are obliged to observe a strict regime of<br />

exclusivity, being prohibited from exercising functions, of any nature, by appointment or corporate<br />

position or work contract in any other commercial company in which the Group headed by<br />

Banco Comercial Português has no interests or without the explicit authorisation of the<br />

Supervisory Board.<br />

The term-of-office of the Executive Board of Directors is 2008/2010.


Annual Reports <strong>Vol</strong>ume II Corporate Governance Report 261<br />

Supervisory Board<br />

The Supervisory Board is a supervision body, responsible for the following, under the terms<br />

established by the law and the Articles of Association of the Bank:<br />

• permanent monitoring of the activities of the Statutory Auditor and External Auditor of the<br />

company, proposing their election and appointment to the General Meeting, respectively,<br />

expressing an opinion on their independence and other relationships with the company, as well<br />

as the respective exoneration, a decision which, to the extent permitted by the law, will be<br />

binding, with the corporate bodies being required to proceed in conformity;<br />

• permanent monitoring of the company’s systems and process of financial reporting and risk<br />

management and of the activities of the Statutory Auditor and External Auditor;<br />

• evaluate and monitor the internal procedures on accounting matters, effectiveness of the risk<br />

management system, internal control system and internal audit system, including the reception<br />

and processing of claims and related doubts, received, or not, from employees;<br />

• permanent monitoring of the company’s management activities and provision of advice and<br />

assistance to the Executive Board of Directors on the above activities;<br />

• express, on its own initiative or when requested by the Chairman of the Executive Board of<br />

Directors, an expert opinion on the annual vote of confidence on the directors (article 455 of<br />

the Companies Code);<br />

• monitor and appraise issues concerning corporate governance, sustainability, ethics, codes of<br />

conduct and systems for the evaluation and resolution of conflicts of interests.<br />

The Supervisory Board is composed of 11 full members and one alternate, including also, as<br />

inherent to the function, the Chairman of the Senior Board. All the members of this Board are,<br />

due to the nature of the actual governance model adopted, non-executive and most of its<br />

members are independent. Of the 5 Board Members who do not meet the requisites of<br />

independence, four are related to entities with holdings greater than 2% of the Bank’s share<br />

capital and one was elected for more than 2 consecutive term-of-offices to the Bank’s supervisory<br />

body. All the members comply with the rules on incompatibility established in no. 1 of article 414-A,<br />

including sub-paragraph f) and exercise their respective functions throughly, in accordance with<br />

the high standards of professional diligence and duties of loyalty, in the interest of the company.<br />

The Supervisory Board was elected at the General Meetings of Shareholders of 13 th March 2006<br />

(beginning of the 2006-2008 three-year period) and 15 th January 2008 (occupation of vacancies),<br />

having the following composition:<br />

Chairman:<br />

Vice-Chairman:<br />

Voting Members:<br />

Gijsbert J. Swalef (68 years old), Not Independent<br />

António Manuel Ferreira da Costa Gonçalves (68 years old), Independent<br />

António Luís Guerra Nunes Mexia (51 years old), Not Independent<br />

Francisco de la Fuente Sánchez (66 years old), Not Independent<br />

João Alberto Ferreira Pinto Basto (77 years old), Independent<br />

José Eduardo Faria Neiva Santos (71 years old), Independent<br />

Keith Satchell (57 years old), Independent<br />

Luís Francisco Valente de Oliveira (71 years old), Independent


262 Annual Report <strong>Vol</strong>ume II Corporate Governance Report<br />

Luís de Melo Champalimaud (56 years old), Independent<br />

Manuel Domingos Vicente (52 years old), Not Independent<br />

Mário Branco Trindade (72 years old), Not Independent<br />

Alternate Voting Member:<br />

Ângelo Ludgero da Silva Marques (70 years old), Independent<br />

The term-of-office of the Supervisory Board ended on 31st December 2008.<br />

Statutory Auditor<br />

Under the current two-tier regime of Banco Comercial Português, the supervision of the Bank’s<br />

business, without prejudice to the responsibilities of the Bank of Portugal, is exercised by a<br />

Statutory Auditor, elected by the Shareholders at the General Meeting for a 3-year term, being<br />

particularly responsible for:<br />

• verifying the integrity of the accounting ledgers and records;<br />

• verify the accuracy of the financial documents;<br />

• verify the adopted accounting policies and valuation criteria, being responsible for preparing an<br />

annual report on his/her supervisory action;<br />

• make a monthly report on its supervision actions.<br />

The Statutory Auditor, effective and alternate, was elected at the annual General Meeting of<br />

2008, to exercise functions over the 2008/2010 triennial.<br />

Effective: Vítor Manuel da Cunha Ribeirinho, Statutory Auditor, no. 1087/KPMG & Associados –<br />

Sociedade de Revisores Oficiais de Contas, S.A.<br />

Alternate: Ana Cristina Soares Valente Dourado, Statutory Auditor, no. 1111/KPMG & Associados<br />

– Sociedade de Revisores Oficiais de Contas, S.A.<br />

At the time of the making of this report a lawsuit has been brought before Vila Nova de Gaia<br />

Comercial Court requiring the nullity of the resolution which proceeded to the election of<br />

Statutory Auditor, Efective and Alternate.<br />

Remunerations and Welfare Board<br />

The Remunerations and Welfare Board was elected at the Annual General Meeting held on 15<br />

January 2008 to exercise function during the triennial 2008/2010 and is responsible for resolving<br />

on the remuneration of the members of the corporate bodies, with the exception of the<br />

Executive Board of Directors, whose remuneration is established by the Supervisory Board under<br />

proposal of the Nomination and Remunerations Committee.<br />

The Remunerations and Welfare Board is composed as follows:<br />

Chairman:<br />

Voting Members:<br />

José Manuel Rodrigues Berardo (65 years old)<br />

Luís de Melo Champalimaud (56 years old)<br />

Manuel Pinto Barbosa (65 years old)


Annual Reports <strong>Vol</strong>ume II Corporate Governance Report 263<br />

Senior Board<br />

The Senior Board is a specific corporate body of the Bank’s organisation structure, being<br />

composed exclusively of shareholders associated to qualified, institutional, minority, national and<br />

foreign shareholders, including the Chairman of the Board of the General Meeting, all the<br />

members of the Supervisory Board and the Chairman of the Executive Board of Directors.<br />

The Senior Board is responsible for the monitoring of the company and by issuing prior opinions,<br />

comment on aspects of the activities of the Bank and the Group, such as:<br />

• general management policy;<br />

• annual activities plan, budgets and investment plans;<br />

• requests for calling a General Meeting and proposals or reports to be submitted to it, annual<br />

management report and accounts, important extensions or reductions of the company’s activities<br />

and;<br />

• important alterations to the company’s organisation;<br />

• change of the registered office, increases of share capital and company demerger, merger and<br />

transformation projects.<br />

On 31st December 2008, the Senior Board had the following composition:<br />

Chairman:<br />

Vice-Chairmen:<br />

Voting Members:<br />

António Manuel Ferreira da Costa Gonçalves (68 years old)<br />

Gijsbert J. Swalef (68 years old)<br />

João Alberto Ferreira Pinto Basto (77 years old)<br />

Ângelo Ludgero da Silva Marques (70 years old)<br />

António Augusto Serra Campos Dias da Cunha (75 years old)<br />

António Luís Guerra Nunes Mexia (51 years old)<br />

Dimitrios Contominas (69 years old)<br />

E. Alexandre Soares dos Santos (74 years old)<br />

Francisco de la Fuente Sánchez (66 years old)<br />

Henrique Jaime Welsh (74 years old)<br />

Hipólito Mendes Pires (61 years old)<br />

José de Sousa Cunhal Melero Sendim (44 years old)<br />

José Eduardo Faria Neiva dos Santos (71 years old)<br />

José Manuel Pita Goes Ferreira (71 years old)<br />

Josep Oliu Creus (59 years old)<br />

Keith Satchell (57 years old)<br />

Luís Manuel de Faria Neiva dos Santos (66 years old)<br />

Luís Francisco Valente de Oliveira (71 years old)<br />

Luís de Melo Champalimaud (56 years old)<br />

Maarten W. Dijkshoom (58 years old)<br />

Manuel Alfredo da Cunha José de Mello (60 years old)<br />

Manuel Domingos Vicente (52 years old)<br />

Manuel Roseta Fino (84 years old)<br />

Mário Branco Trindade (72 years old)<br />

Mário Fernandes da Graça Machungo (68 years old)<br />

Ricardo Herculano Freitas Fernandes (48 years old)<br />

Vasco Luís Quevedo Pessanha (66 years old)


264 Annual Report <strong>Vol</strong>ume II Corporate Governance Report<br />

As inherent to the functions: The Chairman of the General Meeting Board – António<br />

Manuel da Rocha e Menezes Cordeiro (55 years old).<br />

The Chairman of the Executive Board of Directors – Carlos<br />

Jorge Ramalho dos Santos Ferreira (59 years old).<br />

The term-of-office of the Senior Board ended on 31 st December 2008.<br />

II.2. Identification and composition of other committees with company<br />

management or supervisory responsibilities<br />

In accordance with the legal requirements and the Bank’s Articles of Association, the Supervisory<br />

Board created three specialised or monitoring committees. These committees have their own<br />

regulations and resolve by the majority of the votes of the Board members present.<br />

A) Audit and Risk Committee (ARC) – This Committee corresponds to the commission on<br />

financial matters referred to in no. 2 of article 444 of the Companies Code, being responsible, in<br />

compliance with the above-mentioned legal requirement, for supervising the Management,<br />

financial reports, Internal Control Systems, Risk Management policy and Compliance policy. It is<br />

also responsible for ensuring the independence of the Statutory Auditor, respective election<br />

proposal, contracting and remunerative conditions, as well as receiving notifications of irregularities<br />

presented by shareholders, employees or others.<br />

This committee is composed as follows:<br />

Chairman:<br />

Vice-Chairman:<br />

Member :<br />

Luís Francisco Valente de Oliveira (Independent)<br />

João Alberto Ferreira Pinto Basto (Independent)<br />

José Eduardo Faria Neiva dos Santos (Independent)<br />

Assisting this Committee as an Expert: Jeff Medlock.<br />

Professor Luís Francisco Valente de Oliveira, is qualified as an Independent and, as result of his<br />

curriculum annexed to the present Report, he has the knowledge and professional experience<br />

appropriate to the exercise of his function.<br />

B) Corporate Governance Committee (CGC) – This Committee assists and advises the<br />

Supervisory Board on matters relative to Corporate Governance policies.Its essential mission is<br />

to coordinate the ponderation on the Bank’s governance model, in order to recommend the<br />

most appropriate governance solutions to its management, culture and strategy needs, namely<br />

following international best practices.


Annual Report <strong>Vol</strong>ume II Corporate Governance Report 265<br />

The CGC has the following composition:<br />

Chairman:<br />

Vice-Chairman:<br />

Member:<br />

Francisco de la Fuente Sánchez (Non-independent)<br />

João Alberto Ferreira Pinto Basto (Independent)<br />

Luís de Melo Champalimaud (Independent)<br />

Assisting this Committee as Experts: Carlos Jorge Ramalho dos Santos Ferreira (Chairman of<br />

the Executive Board of Directors)<br />

António Augusto Serra Campos Dias da Cunha (Expert)<br />

José de Sousa Cunhal Melero Sendim (Expert)<br />

Morais Leitão, Galvão Teles, Soares da Silva & Associados –<br />

Sociedade de Advogados, represented by Miguel Galvão<br />

Teles (Expert)<br />

C) Nomination and Remunerations Committee (NRC): As a Committee established by the SB<br />

for all nomination issues, this Committee assists and advises the Supervisory Board on matters<br />

relative to the definition of competence profiles and composition of internal structures and bodies<br />

issues, formation of lists of members for the corporate bodies of the Bank and subsidiary<br />

companies and opinions on the annual vote of confidence in members of the Management Body.<br />

It also issues opinions on the appointment of Corporate Officers and Senior Managers.<br />

As a Committee established by the SB for all remuneration issues, it pertains to the NRC the<br />

definition of the remunerations and welfare policy of the members of the EBD, individually<br />

establish the remuneration and welfare policy of the members of the EBD and respective package<br />

of remuneration and welfare, as well as remuneration conditions applicable in case of the<br />

termination of the respective work contracts; agree with the EBD the performance evaluation<br />

criteria relevant for the remuneration of the EBD members and monitor the compliance with<br />

the established performance criteria<br />

The NRC has the following composition:<br />

Chairman:<br />

Vice-Chairman:<br />

Members:<br />

João Alberto Pinto Basto (Independent)<br />

Francisco de la Fuente Sánchez (Non-Independent)<br />

António Luís Guerra Nunes Mexia (Non-Independent)<br />

Keith Satchell (Independent)<br />

Assisting this Committee as Experts: Ângelo Ludgero da Silva Marques<br />

Luís Manuel de Faria Neiva dos Santos<br />

II.3. Organisational diagrams or functional charts relative<br />

to the distribution of competences of the different corporate bodies,<br />

committees, and/or departments of the company, including information<br />

on the scope of the delegations of competences or distribution<br />

of areas of responsibility amongst members of the management<br />

and supervisory bodies and list of matters that cannot be assigned<br />

Corporate Governance Model of the Banco Comercial Português<br />

The two-tier model adopted by the Bank seeks to guarantee separation between the<br />

management and supervision carried out by non-executive and mostly independent members<br />

in relation to the company and its management body.


266 Annual Report <strong>Vol</strong>ume II Corporate Governance Report<br />

Corporate Governance Model<br />

General Meeting<br />

Senior Board<br />

Remunerations<br />

and Welfare Board<br />

Ombudsman<br />

Executive Board<br />

of Directors<br />

Supervisory Board<br />

Statutory Auditor<br />

• Audit and Risk Committee<br />

• Nomination and Remuneration<br />

Committee<br />

• Corporate Governance Committee<br />

Coordination Committees<br />

Specialised Commissions<br />

and Committees<br />

• Retail<br />

• Corporate and Companies<br />

• Private Banking<br />

and Asset Management<br />

• European Businesses<br />

• Banking Services<br />

• Capital, Assets and Liabilities Management<br />

Committee(CALCO)<br />

• Risk Commission<br />

• Pension Fund Monitoring Commission<br />

• Stakeholders Commission<br />

<strong>Millennium</strong> <strong>bcp</strong> investimento<br />

Corporate Areas<br />

Given that the numbers above have presented in detail the areas of competence of the General<br />

Meeting, Senior Board, Supervisory Board and its delegate Committees as well as the<br />

Remunerations and Welfare Board, this number addresses the scope of action of the Ombudsman,<br />

the distribuiction of responsibilities amongst the members of the Executive Board of Directors and<br />

the main structures reporting directly to it.


Annual Report <strong>Vol</strong>ume II Corporate Governance Report 267<br />

Client Ombudsman<br />

The Ombudsman is an independent entity whose mission is the defence and promotion of the<br />

legitimate rights, guarantees and interests of the Customers of <strong>Millennium</strong> <strong>bcp</strong> who address it,<br />

by recommending the alteration of practices or procedures. Its actions are governed by the<br />

Ombudsman Regulations, by the principles of impartiality, celerity, free of charge and<br />

confidentiality.<br />

During 2008, the Ombudsman monitored the evolution of 2,640 dossiers related to requests and<br />

corresponding claims, the processing of which is assured with the collaboration of the Direct<br />

Banking Department and, acting as an appeals entity, analysed 80 appeals. A recommendation was<br />

formulated addressed by the Ombudsman to the Executive Board of Directors on the payment<br />

of cheques with irregular endorsements through the forged signature of the beneficiary, which<br />

did not obtain the agreement of the Executive Board of Directors.<br />

Client Ombusman’s annual activity<br />

Year of 2008<br />

80<br />

Apeeals<br />

1.129<br />

Solicitations<br />

1.431<br />

Claims<br />

The deadlines for a response to the claims and appeals filed, as dictated by the Ombudsman<br />

Regulations, respected its provisions, since the overall average response time was 23 days. The<br />

claims were granted in 58% of the cases and the appeals were granted in 19% of the cases. In<br />

the case of eleven appeals that were granted it was not necessary for the pertinent<br />

recommendation to be addressed to the Supervisory Board – due to their not overly complex<br />

nature – and were directly implemented in the relevant areas of the Bank.<br />

The functions of the Ombudsman are appropriately disclosed on the portal of the <strong>Millennium</strong><br />

<strong>bcp</strong> via the “Ombudsman” link that mainly provides information on how claims or complaints<br />

should be expressed, with direct access to the Ombudsman Regulations.<br />

The Ombudsman has his own autonomous office and functional structures with three full-time<br />

employees, with functions of technical, operational and administrative suport to the Ombudsman.<br />

During 2008, the Ombudsman Office provided a traineeship to a Law course finalist.


268 Annual Report <strong>Vol</strong>ume II Corporate Governance Report<br />

Executive Board of Directors<br />

Areas of Responsability<br />

Executive Board of Directors<br />

The distribuiction of responsibilities amongst the members of the Executive Board of Directors<br />

is the indicated in the figure below.<br />

Carlos Santos Ferreira (CSF) Armando Vara (AV) Paulo Macedo (PM)<br />

• General Secretariat<br />

• Relations with Authorities<br />

• Communication Department (1)<br />

• People Management Support Division (2)<br />

• <strong>Millennium</strong> Angola<br />

• <strong>Millennium</strong> 2010<br />

• Audit (3)<br />

(PM)<br />

(PM)<br />

(AV)<br />

(PM)<br />

(AV)<br />

(AV)<br />

(PM)<br />

• Corporate Network<br />

• Companies Network<br />

• Specialised Loans<br />

• Companies Marketing<br />

• Procurement, Assets and Security<br />

• Fundação <strong>Millennium</strong> <strong>bcp</strong><br />

• <strong>Millennium</strong> bim (Mozambique)<br />

• Real Estate Promoters Division<br />

(JJG)<br />

(JJG)<br />

(JJG)<br />

(JJG)<br />

(PM)<br />

(PM)<br />

(PM)<br />

(JJG)<br />

• Corporate Centre<br />

• Accounting<br />

• Relations with Investors<br />

• Risk Office<br />

• Compliance Office<br />

• Credit Recovery<br />

• Legal Department<br />

(VF)<br />

(VF)<br />

(VF)<br />

(VF)<br />

(VF)<br />

(VF)<br />

(VF)<br />

José Guilherme (JJG) Luís Pereira Coutinho (LPC) Nelson Machado (NM)<br />

• Investment Banking<br />

• International Division<br />

• Innovation and Commercial<br />

Promotion Department<br />

• Commercial Management<br />

Information (DIGAC)<br />

• ActivoBank7<br />

• Financial Stakes and Valuation Department<br />

(AV)<br />

(AV)<br />

(NM)<br />

(NM)<br />

(NM)<br />

(AV)<br />

• Bank <strong>Millennium</strong> (Poland)<br />

• <strong>Millennium</strong> bank (Greece)<br />

• Banca <strong>Millennium</strong> (Romania)<br />

• <strong>Millennium</strong> bank (Turkey)<br />

• <strong>Millennium</strong> <strong>bcp</strong>bank (USA)<br />

• Private Banking<br />

• <strong>Millennium</strong> Banque Privée (Switzerland)<br />

• WMU London<br />

• Asset Management<br />

(NM)<br />

(NM)<br />

(NM)<br />

(NM)<br />

(NM)<br />

(NM)<br />

(NM)<br />

(NM)<br />

(NM)<br />

• Retail Network (Portugal)<br />

• Madeira and Azores operations<br />

• Direct Banking Division<br />

• Microcredit<br />

• Insurance<br />

(JJG)<br />

(JJG)<br />

(JJG)<br />

(JJG)<br />

(JJG)<br />

Vítor Fernandes (VF)<br />

• I.T.<br />

• Central Services Planning and<br />

Control Division<br />

• Operations Department<br />

• Credit Department<br />

• Quality and Processes<br />

• Tax Issues<br />

(PM)<br />

(PM)<br />

(PM)<br />

(PM)<br />

(PM)<br />

(LPC)<br />

Alternate Director<br />

( ) in parenthesis<br />

1 st in charge<br />

(1)<br />

Armando Vara<br />

(2)<br />

Paulo Macedo<br />

(3)<br />

Vítor Fernandes


Annual Report <strong>Vol</strong>ume II Corporate Governance Report 269<br />

Company Secretary<br />

The Executive Board of Directors appoints the Company Secretary and his/her Alternate,<br />

with their functions ceasing upon the termination of the term-of-office of the Board that<br />

elected them. Their essential function is to provide secretarial services in corporate body<br />

meetings, certify their actions, as well as the powers of the respective members, meet<br />

legitimate requests for information by Shareholders, certify copies of minutes and any other<br />

corporate documents.<br />

Company Secretary: Ana Isabel dos Santos de Pina Cabral;<br />

Alternate Company Secretary: António Augusto Amaral de Medeiros.<br />

Both the Company Secretary and Alternate Company Secretary are Law graduates and were<br />

renominated to their respective functions by the current Executive Board of Directors.<br />

Committees, Commissions and Corporate Areas<br />

Regarding the company’s internal organisation and decision-making structure, it is<br />

important to note the existence of a series of Committees and Commissions which, in<br />

addition to the Directors who have been entrusted with the special follow-up of matters<br />

within their scope of action, also include the Employees of the Bank or Group responsible<br />

for the respective areas.<br />

Coordination Committees<br />

Currently there are five Coordination Committees, whose objective is to facilitate the<br />

articulation of current management decisions, involving the senior Management of all the units<br />

included in each of the Business Areas and Banking Services Unit, with the mission of aligning<br />

perspectives and supporting management decision-making on behalf of the Executive Board<br />

of Directors.<br />

Retail Coordination Committee – ccomposed of 10 members, includes, in addition to the<br />

Directors with the related Areas of Responsibility, Nelson Machado and José João Guilherme, the<br />

persons responsible for the North Commercial Division, Centre-South Commercial Division,<br />

Centre-North Commercial Division, South Commercial Division, Direct Banking Division,<br />

Commercial Area Management Information Division, Innovation and Commercial Promotion<br />

Division and ActivoBank7.<br />

The mission of this Committee is the coordination of the Bank’s Retail business in Portugal,<br />

being responsible for the definition of commercial strategy and its implementation at the level<br />

of the various distribution channels. This Committee is also responsible for the Innovation and<br />

Commercial Promotion Division, which serves the Retail Network and all other Commercial<br />

Networks for cross-selling products and the Bank’s Direct Banking area. The Committee<br />

proposes guidelines within the context of the management of the respective area of action to<br />

the Executive Board of Directors, being responsible for their articulation with the other<br />

functional areas of the Bank.


270 Annual Report <strong>Vol</strong>ume II Corporate Governance Report<br />

It also manage the relations established with the several Chambers of Commerce of which the<br />

bank is a member and the relations established with Public Entities such as the IAPMEI, AICEP, and<br />

mutual guarantee companies.<br />

European Banking Coordination Committee – composed of six members, includes, in addition to<br />

the Directors with the related Areas of Responsibility, Luís Pereira Coutinho and Nelson Machado, the<br />

head of the Group’s Banks in Poland, Romania, Greece and Turkey.<br />

Its mission is to monitor, coordinate and articulate the management of European subsidiary<br />

companies, by implementing procedures for activities and financial development reporting to<br />

enable a systematic and harmonized approach of the different operations, both at the level of the<br />

control of budgetary implementation, financial activity and evolution, as well as in terms of support<br />

for decision-making and the subsequent implementation of resolutions on restructuring,<br />

investment and disinvestment.<br />

Banking Services Coordination Committee – composed of 14 members, includes, in addition<br />

to the Directors with the related Areas of Responsibility, Armando Vara, Paulo Macedo and Vítor<br />

Fernandes, the heads of the Central Services Planning and Control Division, Operations Division,<br />

Procurement Division, Prevention and Security Office, Credit Division Credit Recovery Division,<br />

IT Division and Banking Services Division of the Banks in Greece, Romania and Poland.<br />

Private Banking and Asset Management Coordination Committee – composed of seven<br />

members, includes, in addition to the Directors with the related Areas of Responsibility, Luís Pereira<br />

Coutinho and Nelson Machado, the persons responsible for the Private Banking Division,<br />

Commercial Area Management Information Division, <strong>Millennium</strong> Banque Privée, Asset<br />

Management and Wealth Management Unit (WMU).<br />

The mission of this Committee is to monitor the areas responsible for the Private Banking and<br />

Asset Management businesses. Its competences include the evaluation of aspects related to the<br />

management of each of the areas under its sphere of action, particularly business analysis, the<br />

valuation of entrusted assets, results obtained and analysis of the sales and performance of<br />

investment funds. This Committee also includes the Heads of subsidiary companies that at a<br />

domestic and multi-domestic level pursue their activities in the sphere of action of the<br />

Committee.<br />

Companies and Corporate Coordination Committee – composed of 10 members, includes, in<br />

addition to the Directors with the related Areas of Responsibility, Armando Vara and José João<br />

Guilherme, the persons responsible for the Corporate, Enterprises, International Division,<br />

Factoring, Leasing, Commercial Area Management Information Division, Corporate Marketing<br />

and one Investment Banking representative.<br />

Its mission is to serve, in Portugal, the Customers of the Corporate, Enterprises and Investment<br />

Banking segment, pursuing its personalised monitoring as well as attracting potential Customers,<br />

developing competences in terms of design, management and support to the sale of products<br />

and services, proactively creating instruments to enable optimising Customer management, with<br />

the objective of maximising the respective value created and level of satisfaction. It is also<br />

responsible for the monitoring and management of the international area, and supply of Leasing,<br />

Renting and Factoring products, Real Estate Promotion, Protocol Loans and/or Re-financed,<br />

throughout the Group.


Annual Report <strong>Vol</strong>ume II Corporate Governance Report 271<br />

Its mission is to serve the Business Units in Portugal and other geographic areas, by contributing<br />

in a sustainable manner to cost reductions and service quality improvement, ensuring a degree<br />

of innovation compatible with the Group growth targets. The Committee analyses the proposals<br />

presented and submit them for decision on subjects related to the management of the Credit,<br />

Credit Recovery, Operations, Procurement, Assets and Security, Banking Services Planning and<br />

Control and IT Departments.<br />

Commissions<br />

Risk Commission – The Risk Committee is responsible for monitoring overall global risk levels<br />

incurred (credit, market, liquidity and operational risks), ensuring that they are compatible with<br />

the objectives and strategies approved for the development of the Group’s activities.<br />

All the members of the Executive Board of Directors are included in this Commission, as well<br />

as: the Head of Treasury; the Head of the Corporate Centre; the Head of the Risk Office; the<br />

Head of the Audit Division, the Head of the Compliance Office and the Head of the Credit<br />

Department.<br />

Pension Fund Monitoring Commission – The Pensions Fund Monitoring Commission is<br />

responsible for the risk monitoring and management of the Group’s Pensions Funds, including the<br />

definition of appropriate hedging strategies and investment policies.<br />

In addition to the Directors Carlos Santos Ferreira, EBD Chairman, Paulo Macedo, EBD Vice<br />

Chairman and Nelson Machado, EBD Member, the Commission also includes: the Head of the<br />

Corporate Centre; the Head of the Risk Office; the General Manager of Pensões Gere (Pensions<br />

Fund management company); the Head of the People Management Support Division as well as<br />

the F&C (fund management company Advisor of the Pensions Fund management company).<br />

Stakeholders Commission – This Commission establishes relations with Stakeholders, functioning<br />

as a privileged channel for the dissemination of company internal information and as a forum for<br />

debate and strategic advisory services for the Executive Board of Directors. Its members are<br />

elected by groups Stakeholder panels (Employees and Shareholders) or invited – individuals of<br />

recognised merit and prestige.<br />

The Executive Board of Directors has created 4 Commissions, essentially with global and<br />

transverse attributions, responsible for the study and evaluation of the policies and principles<br />

that should guide the actions of the Bank and the Group’s actions in each area of intervention<br />

Capital, Assets and Liabilities Management Committee (CALCO) – CALCO is responsible for<br />

the monitoring and management of assets and liabilities and for the allocation of capital, including<br />

the definition of appropriate liquidity and market risk management policies of the Group.<br />

All the members of the Executive Board of Directors are included in this Commission, as well<br />

as: the Head of Treasury; the Head of the Information and Management Department –<br />

Commercial Areas; the Head of the Corporate Centre; the Head of the Risk Office; and the<br />

Chief Economist.


272 Annual Report <strong>Vol</strong>ume II Corporate Governance Report<br />

Business and Supporting Areas<br />

This Commission comprises the following members: Carlos Santos Ferreira; EBD Chairman,<br />

Armando Vara; EBD Vice-Chairman, the Chairman of the General Meeting; the Ombudsman; Luís<br />

Arezes (Representative of the Workers Commission); Luís Mota Freitas (Representative of Fundação<br />

<strong>Millennium</strong> <strong>bcp</strong>); Jorge Morgado (DECO, representing Customers); José Joaquim Oliveira (IBM,<br />

representing Suppliers); Luís Campos e Cunha (Universidade Nova, representing the Universities);<br />

and the Head of the Executive Board of Directors Chairman’s Office, Miguel Maya.<br />

Business and Supporting Areas<br />

The diagram below represents the Bank’s rganization relative to its commercial and supporting<br />

activities.<br />

Business areas<br />

Supporting areas<br />

Retail<br />

Banking<br />

• Portuguese Retail Network<br />

(DCN, DCCN, DCCS, DCS, DRM, DRA)<br />

• Direct Banking<br />

• Microcrédit<br />

• Innovation and Commercial Promotion Department (DIPC)<br />

• Commercial Management Information (DIGAC)<br />

• ActivoBank7<br />

Banking<br />

Services<br />

• IT<br />

• Operations Department<br />

• Credit Department<br />

• Credit Recovery Department<br />

• Administrative, Premises and Procurement Division<br />

• Prevention and Security Office<br />

• Corporate Network<br />

Corporate and<br />

Companies<br />

Private<br />

Banking and<br />

A.M<br />

<strong>Millennium</strong> <strong>bcp</strong><br />

Investimento<br />

• Companies Network<br />

• Internacional Div.<br />

• Marketing Companies<br />

• Specialised Credit<br />

• Real Estate Promoters Division<br />

• Private Banking<br />

• <strong>Millennium</strong> Banque Privée (Switzerland)<br />

• Asset Management<br />

• WMU London<br />

• Investment Banking<br />

– BI-Global Markets<br />

– BI-Investment Banking<br />

– BI-Project Finance Global<br />

– BI-Finance and Support<br />

Corporate<br />

Areas<br />

• Risk Office<br />

• Compliance Office<br />

• Corporate Centre<br />

• Accoubting<br />

• Investor Relations<br />

• Audit<br />

• Legal<br />

• People Management Support Division<br />

• General Secretariat<br />

• Fundação <strong>Millennium</strong> <strong>bcp</strong> (Foundation)<br />

• Quality and Processes<br />

• Communication<br />

• Financial holdings and Valuation<br />

• Central Services Planning and Control Division (DPCSC)<br />

• Bank <strong>Millennium</strong> (Poland)<br />

European<br />

Business<br />

• <strong>Millennium</strong> bank (Greece)<br />

• <strong>Millennium</strong> bank (Turkey)<br />

• Banca <strong>Millennium</strong> (Romania)<br />

Other<br />

internacional<br />

business<br />

• <strong>Millennium</strong> bim (Mozambique)<br />

• <strong>Millennium</strong> <strong>bcp</strong>bank (USA)<br />

• <strong>Millennium</strong> Angola


Annual Report <strong>Vol</strong>ume II Corporate Governance Report 273<br />

Amongst all the corporate areas, the Compliance Office, Risk Office and the Audit Division are<br />

presented below, due to not having been addressed earlier in this Report and their specific sphere<br />

of action.<br />

Compliance Office – Its main attributions are as follows: ensure strict compliance with the law and<br />

all internal and external rules and regulations applicable to the Bank and its associated companies;<br />

ensure that the internal rules and regulations reflect the alterations introduced to the legislation in<br />

force; ensure compliance with international best practices on matters relative to Know your<br />

Counterpart, Know your Transactions, Know your Process and Prevent Operational Risk and Due<br />

Diligence. The Compliance Office has representatives at the various business areas in Portugal and<br />

the Bank’s operations abroad.<br />

Compliance Officer: Carlos António Torroaes Albuquerque.<br />

Audit Division – This Division is responsible for the internal audits of Banco Comercial Português.<br />

It carries out its mission through the adoption of internal audit principles that are acknowledged<br />

and accepted at an international level, aiming to assess if the processes of identification of risk<br />

management, internal control systems and corporate procedures in the Bank and Group are<br />

adequate, effective and designed to:<br />

• duly identify and manage risks;<br />

• implement controls that are correct and proportional to the risks;<br />

• ensure that the several management boards interact adequately, effectively and efficiently;<br />

• verify that operations are registered correctly and operational, financial and management<br />

information is rigorous, reliable and updated;<br />

• employees perform their duties in compliance with polices, regulations and internal procedures<br />

and with applicable laws and other regulations;<br />

• adequately safeguard the interests and assets of the Bank and the Group or those entrusted to it;<br />

• the resources are acquired in an economic manner, are used efficiently and are properly<br />

protected;<br />

• the programs, plans and goals defined by the management are complied with;<br />

• the organization’s gobal quality and its continuous improvement are enhanced by the internal<br />

control systems;<br />

• the legal and regulatory issues with impact in the organization are recognized, clearly<br />

understood and duly handled.<br />

The activity of the Audit Division contributes to the achievement of the targets defined in Notice<br />

no. 5/2008 of the Bank of Portugal for the internal control system of institutions under the<br />

General Credit Institutions and Financial Companies Act. It should ensure the existence of:<br />

• an adequate control environment;


274 Annual Report <strong>Vol</strong>ume II Corporate Governance Report<br />

• a solid risk management system;<br />

• an efficient information and communication system; and<br />

• an effective monitoring process<br />

Head: António Pedro Nunes de Oliveira.<br />

Risk Office: Its main function is to support the Executive Board of Directors in the development<br />

and implementation of the risk management and control processes, its activity is further described<br />

in the following section.<br />

Risk Officer: José Miguel Bensliman Schorcht da Silva Pessanha.<br />

II.4. Description of the internal control and risk management systems<br />

implemented in the company, in particular concerning the process of<br />

disclosure of financial information<br />

The Internal Control System<br />

The Internal Control System (ICS) is defined as the set of principles, strategies, policies, systems,<br />

processes, rules and procedures established in the Group aimed at ensuring:<br />

• the efficient and profitable performance of its activities, in the medium and long term, to guarantee<br />

the effective use of assets and resources, business continuity and the actual survival of the Group,<br />

namely through the appropriate management and control of the activity risks, prudent and correct<br />

evaluation of the assets and liabilities, as well as the implementation of mechanisms of prevention<br />

and protection against non-authorised actions, whether intentional or negligent;<br />

• the existence of financial and management information which is complete, pertinent, reliable and<br />

timely, to support decision-making and control processes, both at the internal and external level;<br />

• observance of the applicable legal and regulatory provisions, including those relative to the<br />

prevention of money laundering and financing of terrorism, as well as of the rules and<br />

professional and ethical rules and practices, internal and statutory rules – rules of conduct and<br />

on customer relations, guidelines of the corporate bodies and recommendations of the Basel<br />

Committee on Banking Supervision and Committee of European Banking Supervisors (CEBS),<br />

so as to preserve the image and reputation of the institution before its customers, shareholders,<br />

employees and supervisors.<br />

To achieve these objectives, the ICS is based on the functions of Compliance, Risk Management and<br />

Internal Auditing, centralised and transversal to the Group, with the respective persons in charge<br />

being appointed by the Executive Board of Directors of <strong>BCP</strong> and to which they report directly.<br />

The ICS is based on:<br />

• an appropriate internal control environment;<br />

• a solid risk management system, which identifies, evaluates, monitors and controls all risks that<br />

might influence the activities of the <strong>Millennium</strong> Group;


Annual Report <strong>Vol</strong>ume II Corporate Governance Report 275<br />

• an efficient information and communication system, instituted to ensure the collection,<br />

processing and transmission of relevant, complete and consistent data, within deadlines and in<br />

a manner allowing for the effective and timely performance of the management and control<br />

of the institution’s activities and risks;<br />

• an effective monitoring process, implemented with a view to ensuring the appropriateness and<br />

efficiency of the internal control system over time, to guarantee, in particular, the immediate<br />

identification of any deficiencies (defined as the existing, potential or real ones, or opportunities<br />

for the introduction of improvements to strengthen the internal control system);<br />

• strict compliance with all the legal and regulatory provisions in force, by the Group’s employees<br />

in general, and by the persons holding management or head positions and members of the<br />

management bodies in particular, as well as compliance with the Group’s Code of Conduct and<br />

other codes to which activities related to banking, financial, insurance and intermediation of<br />

securities and derivatives are subject.<br />

The Risk Management, Information and Communication systems<br />

The ICS includes 2 internal control sub-systems: the Risk Management System (RMS) and<br />

Information and Communication System (ICS).<br />

The former is responsible for taking into consideration risks related to credit, market, interest rates,<br />

exchange rates, liquidity, compliance, operations, information systems, strategy and reputation, as well<br />

as all risks that, in light of the specific situation of the Group's institutions, might be materially relevant.<br />

The activities of the RMS include the evaluation, monitoring and control of risks, consisting of<br />

appropriately and clearly defined policies and procedures, aimed at ensuring that the institution’s<br />

objectives are achieved and that the necessary actions are taken to respond appropriately to the<br />

previously identified risks.<br />

The respective function of the ICS is to ensure the existence of substantive, up-to-date, complete,<br />

timely and reliable information providing an overall and encompassing view of the financial<br />

situation, development of the activities, compliance with the defined strategy and objectives, risk<br />

profile and conduct of the institution and perspectives on the evolution of relevant markets.<br />

The financial information process is supported by the accounting and management support<br />

systems which record, classify, associate and archive all the operations carried out by the institution<br />

and its subsidiaries in a timely, systematised, reliable, complete and consistent manner, in<br />

accordance with the definitions and policies issued by the Executive Board of Directors.<br />

The Risk Office, Corporate Centre and areas responsible for the accounts in the different<br />

subsidiaries manage these 2 sub-systems of the ICS, respectively. The activities of the Risk Office<br />

are transversal to the Group and include the coordination of the local risk management structures.<br />

The Corporate Centre receives and centralises the financial information of all the subsidiaries.<br />

Therefore, the Risk Office and Corporate Centre ensure the implementation of the procedures<br />

and means required to obtain all the relevant information for the process of consolidation of<br />

information at the level of the Group – both in terms of accounts, as well as management support<br />

and risk monitoring and control – which should cover, in particular:


276 Annual Report <strong>Vol</strong>ume II Corporate Governance Report<br />

• the definition of the contents and format of the information to be reported by the Entities included<br />

in the consolidation perimeter, in accordance with the accounting policies and guidelines defined<br />

by the Executive Board of Directors, as well as the dates on which the reporting is required;<br />

• the identification and control of intra-Group operations;<br />

• the guarantee that the management information provided by the different Entities is coherent,<br />

so that it is possible to measure and monitor the evolution and profitability of each business,<br />

verify the achievement of the established objectives, as well as evaluate and control the risks<br />

incurred by each Entity, both in absolute and relative terms.<br />

Responsibilities of the Executive Board of Directors in the context<br />

of the ICS<br />

Within the context of the Internal Control System and, more specifically the RMS, the Executive<br />

Board of Directors (EBD) of <strong>BCP</strong> should ensure that it has sufficient knowledge on the types<br />

of risks to which the institution is exposed and processes used to identify, evaluate, monitor<br />

and control these risks, as well as the legal obligations and duties to which the institution is<br />

subject, being responsible for the development and maintenance of an appropriate and effective<br />

risk management system. Therefore, the EBD is responsible for:<br />

• defining and reviewing the global objectives and the specific objectives for each functional area,<br />

with respect to the risk profile, decision levels and degree of tolerance relative to the risk;<br />

• approving specific, effective and appropriate policies and procedures for the identification,<br />

evaluation, monitoring and control of the risks to which the institution is exposed, ensuring<br />

their implementation and compliance;<br />

• approving, prior to their introduction, the institution's new products and activities, as well as their<br />

respective risk management policies;<br />

• verifying, in a regular manner, compliance with risk tolerance levels and risk management policies<br />

and procedures, evaluating their effectiveness and continued appropriateness to the institution’s<br />

activities, so as to enable the detection and correction of any deficiencies;<br />

• requesting and subsequent appraising of accurate and complete periodic reports on the main<br />

risks to which the institution is exposed and reports which identify the control procedures<br />

implemented to manage these risks;<br />

• ensuring the effective implementation of its guidelines and recommendations on corrections<br />

and improvements to be made to the RMS;<br />

• ensuring that the risk management activities have sufficient independence, status and visibility<br />

and are subject to periodic reviews;<br />

• issuing an opinion on the reports prepared by the Risk Management and Compliance functions,<br />

in particular, on the recommendations for the adoption of corrective measures.<br />

The EBD is also responsible for ensuring the implementation and maintenance of information and<br />

communication processes appropriate to the institution’s activities and risks, definition of the<br />

accounting policies to be adopted, establishment of guidelines and definition of the choices which<br />

should be made within the context of these policies, and approving the reporting or external<br />

disclosure outputs produced by the Corporate Centre.


Annual Report <strong>Vol</strong>ume II Corporate Governance Report 277<br />

II.5. Powers of the management body, namely with respect to<br />

resolutions of capital increases<br />

In accordance with the Bank’s articles of association, the Executive Board of Directors may, if<br />

considered appropriate and having obtained the favourable opinion of the Supervisory Board and<br />

of the Senior Board, increase the share capital, one or more times, up to the total amount of<br />

increase corresponding to three quarters of the existing share capital at the date on which the<br />

authorisation was granted or on the date of each of any renewals.<br />

The Executive Board of Directors has already used part of this authorisation in 2008, with it<br />

currently being reduced to 1,625,226,742 euros.<br />

II.6. Indication on the existence of regulations regarding the functioning<br />

of the company’s bodies, or other rules relative to internally defined<br />

incompatibilities and maximum number of positions that may be<br />

accumulated and location where they may be consulted<br />

Both the Supervisory Board and Executive Board of Directors have Internal Terms of Reference<br />

that may be consulted on the Bank’s Internet/Intranet.<br />

With respect to the rules on incompatibilities and the maximum number of positions that can be<br />

accumulated, Banco Comercial Português, apart from complying with the applicable legislation on<br />

these matters, has its own specific statutory limitations, contained in article 12, transcribed below:<br />

Article 12<br />

INCOMPATIBILITIES<br />

1 – The exercise of functions in any corporate body is incompatible:<br />

a) with the exercise of functions, of any nature whatsoever, by appointment to a<br />

corporate position or by employment contract, in another credit institution with a<br />

registered office in Portugal or with an affiliate or branch in Portugal, in a controlled<br />

or group relationship with it;<br />

b) with direct or indirect ownership of more than 2% of the share capital or voting<br />

rights in another credit institution with a registered office in Portugal or with an affiliate<br />

or branch in Portugal.<br />

2 – The exercise of functions in any corporate body is also incompatible:<br />

a) with the concurrent quality of legal person, or legal or natural person, related to a<br />

concurrent legal person, of the Bank;<br />

b) with the indication, even if only factual, for member of a corporate body by a<br />

concurrent legal person or legal or natural person, related to the concurrent legal<br />

person of the Bank.


278 Annual Report <strong>Vol</strong>ume II Corporate Governance Report<br />

3 – For the effects of the present articles of association, a person related to a concurrent legal<br />

person is defined as:<br />

a) one whose voting rights are imputable to him under the terms of article 20 of the<br />

Securities Code or any legislation which may modify or replace it;<br />

b) one who, directly or indirectly, owns, in a concurrent legal person, in a company,<br />

controlled or in a relationship with it, as configured in article 21 of the Securities Code<br />

or any legislation which may modify or replace it, or in a relationship of dependency,<br />

directly or indirectly, with the same company, holdings equal to or greater than 10%<br />

of the voting rights corresponding to the share capital of the participated company.<br />

4 – The position of director is further incompatible with the exercise of functions, of any nature<br />

whatsoever, by appointment to a corporate position or by employment contract, in any other<br />

commercial company.<br />

5 – Excluded from the provisions in the previous numbers is the holding of positions in corporate<br />

bodies or the ownership of holdings in companies in which Banco Comercial Português has<br />

direct or indirect holdings greater than 2%, or in the case of the holding of a corporate<br />

position, if the appointment has been made with the vote of the Bank or company controlled<br />

by the Bank, or if the Bank or such company has previously expressed prior agreement.<br />

6 – The incompatibilities set forth in the previous numbers constitute an impediment to the exercise<br />

of functions in Banco Comercial Português for which the person has been elected; if the<br />

impediment lasts for six months, without it having been ended, this will determine loss of office.<br />

7 – The incompatibilities referred to in the previous numbers of this article, to the extent<br />

permitted by the law, through prior favourable deliberation of the General Meeting before<br />

the election or of the Senior Board, in any other cases, may not apply to the functions of<br />

elected members of the Senior Board or Supervisory Board provided that, cumulatively:<br />

a) the concurrent legal person or legal or natural person, related to a concurrent legal<br />

person has no registered office, domicile, delegation or representation on Portuguese<br />

territory, nor exercises concurrent activities therein in any manner;<br />

b) the relationship of concurrence is explicitly referred to and accurately identified in the<br />

election proposal;<br />

c) the shareholder concurrent legal person or natural or legal person, related to the<br />

concurrent legal person, or, necessarily, the last legal person controlling the concurrent<br />

legal person when it is a company dependent on another legal person, has signed with<br />

the company a contract in favour of it and of a third party, of which the other<br />

shareholders of the company are also beneficiaries or at least those which have been<br />

proposed for election as members of the Senior Board are beneficiaries, under terms<br />

which oblige him, with the exception of the case of consent deliberated through a<br />

vote of more than half of the shares held by the beneficiaries, to not acquire or hold,<br />

directly or indirectly, shares which, under the terms of article 20 of the Securities<br />

Code, or any legislation modifying or replacing it, corresponds to a percentage greater<br />

than 10% of the votes corresponding to the share capital of the company.


Annual Report <strong>Vol</strong>ume II Corporate Governance Report 279<br />

8 – The contracts referred to in sub-paragraph c) of the number above should be approved by<br />

the Senior Board as a requisite for the effectiveness of the election, which is considered met<br />

under this suspensive condition.<br />

9 – Members of the Senior Board or Supervisory Board elected under the terms of number 7<br />

of this article may not attend or participate in meetings, or in the parts of meetings, where<br />

matters on risk or competition sensitivity are discussed, particularly including matters related<br />

to markets where there is competition with the company, nor may they have access to the<br />

respective information and documentation, with the Senior Board and especially its chairman<br />

being responsible for ensuring compliance with the present rule and application of the<br />

provisions in number 5 of article 33 to it.<br />

10 – In addition to the specific provisions in these articles of association, the legal and regulatory<br />

provisions aimed at preventing intervention in situations of conflict of interests will always<br />

be applicable to all corporate bodies.<br />

III.7. Rules applicable to the appointment and replacement of members<br />

of the management and supervisory bodies<br />

The members of the Supervisory Board and Statutory Auditor may only be elected at the<br />

General Meeting. If there are vacancies the same cannot be occupied by the elected alternate<br />

members, only the General Meeting may proceed with their respective occupation through a new<br />

election.<br />

Regarding the absence or temporary unavailability of any members of the Executive Board of<br />

Directors, who are also elected at the General Assembly, the Senior Board and the Supervisory<br />

Board are responsible for providing for their replacement, which should be ratified at the following<br />

General Meeting.<br />

II.8. Number of meetings of the management and supervisory bodies and<br />

of other committees with competences on management and supervisory<br />

matters during the year in question<br />

Number of meetings held during the 2008 financial year:<br />

Executive Board of Directors 55<br />

Supervisory Board 8<br />

Senior Board 8<br />

Audit and Risk Committee 13


280 Annual Report <strong>Vol</strong>ume II Corporate Governance Report<br />

II.11. Functions exercised by members of the management board in other<br />

companies, detailing those exercised in other companies of the same group<br />

The functions that members of the management board exercise in other companies are indicated<br />

in an annex to the present report.<br />

Regarding this matter, it should be noted that, under the terms of the Articles of Association of<br />

the Bank, the position of Director is incompatible with the exercise of functions, of any nature<br />

whatsoever, by appointment to a corporate position or by employment contract, in another<br />

credit institution with a registered office in Portugal or with an affiliate or branch in Portugal,<br />

controlled or in a group relationship with it, with direct or indirect ownership of more than 2%<br />

of the share capital or voting rights of another credit institution with a registered office in Portugal<br />

or with an affiliate or branch in Portugal or proposed as a member of corporate body, even if<br />

only factual, by a concurrent legal person.<br />

II 12 to 14 – Not applicable<br />

II.15. Identification of the members of the supervisory board, and other<br />

committees constituted within the former, detailing the members who<br />

comply with the rules on incompatibility established in no. 1 of article 414-A,<br />

including sub-paragraph f), and independence criteria established in no. 5 of<br />

article 414, both of the Companies Code<br />

Information already provided in point II.I above<br />

II.9. Identification of the members of the board of directors, and other<br />

committees constituted within the former, distinguishing executive and nonexecutive<br />

members and, amongst these, detailing the members who comply<br />

with the rules on incompatibility established in no. 1 of article 414-A of the<br />

Company Code, with the exception established in sub-paragraph b), and<br />

independence criteria established in no. 5 of article 414, both of the<br />

Companies Code<br />

Because of the corporate governance model adopted, the present number is not applicable.<br />

II.10. Professional qualifications of the members of the board of directors,<br />

indication of the professional activities exercised by them, at least, over<br />

the last five years, number of company shares they hold, date of their first<br />

appointment and end date of the term-of-office<br />

An annex to the present report indicates the respective professional qualifications and activities<br />

exercised over the last five years, as well as the number of company shares held.<br />

The Executive Board of Directors was elected at the General Meeting held on January 15, 2008 for<br />

the 2008/2010 term-of-office. It is foreseeable that the Annual General Meeting to be held in 2010<br />

up to the end of May will be an elective one.


Annual Report <strong>Vol</strong>ume II Corporate Governance Report 281<br />

II.18. Description of the remuneration policy, particularly including the<br />

means to align the interests of the executive to those of the non- executive<br />

members, and a summary and explanation of company policy relative to the<br />

terms of compensation negotiated through contract or though transaction<br />

in the case of removal from office and other payments linked to the early<br />

termination of contracts<br />

In the governance model adopted by the Bank, the Supervisory Board is responsible for<br />

establishing the remuneration of the Executive Directors as well as for approving the retirement<br />

regulations. The retirement of the Executive Directors will be established by its remunerations<br />

committee, in strict compliance, however, with the statutory provisions that determine that the<br />

remunerations of the Executive Board of Directors consist of a fixed part and a variable part, with<br />

the latter expressed in participation not in excess of 2% of the profits for the year. The<br />

Supervisory Board should submit a statement on the remuneration policy, with a consultative<br />

nature, for the appraisal of the Annual General Meeting.<br />

Both the remuneration of the members Executive Board of Directors’ policy, and the respective<br />

Retirement Regulations were altered in the 2008 financial year, being its current version transcribed<br />

in annex III of this Report in order to be submitted to the General Meeting with a consultive nature.<br />

II.19. Indication of the composition of the remunerations committee or<br />

equivalent body, when it exists, identifying the respective members who are<br />

also members of the management body, as well as their spouses, family<br />

members and similar in direct line up to the 3 rd degree, inclusively<br />

In light of the governance model adopted by the Bank, there is a Remunerations and Welfare<br />

Board, which is responsible for setting the remunerations of the elected members of the General<br />

Meeting and of the members of the Supervisory Board and Senior Board and a Nomination and<br />

Remunerations Committee which advises the Supervisory Board in setting the remuneration of<br />

the Executive Board of Directors.<br />

II.16. Professional qualifications of the members of the supervisory board<br />

and other committees constituted within the former, indication of the<br />

professional activities exercised by them, at least over the last five years,<br />

number of company shares they hold, date of their first appointment and end<br />

date of the term-of-office.<br />

An annex to the present report indicates the respective professional qualifications and activities<br />

exercised over the last five years, as well as the number of company shares held and date of<br />

their first appointment.<br />

II.17. Functions that members of the senior board and supervisory board, and<br />

other committees constituted within them exercise in other compamies,<br />

detailing those exercised in other companies of the same group<br />

The functions that members of the senior board and Supervisory Board exercise in other<br />

companies are indicated in an annex to the present report.


282 Annual Report <strong>Vol</strong>ume II Corporate Governance Report<br />

As previously mentioned, the respective composition is the following:<br />

Remunerations and Welfare Board: Chairman: José Manuel Rodrigues Berardo; Voting Members:<br />

Luís de Melo Champalimaud and Manuel Pinto Barbosa.<br />

Nomination and Remunerations Committee: Chairman: João Alberto Pinto Basto; Vice-Chairman:<br />

Francisco de la Fuente Sánchez; Members: António Luís Guerra Nunes Mexia, Keith Satchell.<br />

None of the persons identified above is spouse, family member and similar in direct line up to<br />

the 3 rd degree inclusively of the members of the Executive Board of Directors, being the<br />

members of the Remunerations and Welfare Board and Luís de Melo Champalimaud members<br />

of the Supervisory Board.<br />

II.20. Indication of individual or collective remuneration, defined in the broad<br />

sense to include, in particular, performance bonuses gained during the year<br />

in question by members of the management bodies<br />

The fixed remunerations that were paid to the members of the Executive Board of Directors in<br />

2008 totalled 3,413 thousand euros, of which 367 thousand euros were supported by subsidiary<br />

companies or by companies in which corporate bodies represent interests of the Group. By its<br />

own proposal addressed to the Remunerations and Welfare Board:, the members of the<br />

Executive Board of Directors will not receive any annual variable remuneration regarding the<br />

2008 financial year.<br />

In the extent that some members of the Executive Board of Directors had functions in the<br />

Management of the Bank and in the Group during 2007 and, until their election as Directors,<br />

during 2008, they were paid in this quality fixed and variable remunerations, relating to the year<br />

of 2007, in the amount of 1.001 thousand euros.<br />

Regarding the members of the Executive Board of Directors that have ended functions in 2008,<br />

besides the remunerations due, were paid, where appropriate, compensation decurring from the<br />

termination by mutual agreement of the labour contracts or expenses related with retirement<br />

responsibilities, in the amount of 28,179 thousand euros, already reflected in the 2007 financial<br />

statements.<br />

Already in 20<strong>09</strong> and relating to the variable remuneration, the Nomination and Remuneration<br />

Committee and the Supervisory Board, having recognized the merit of the EBD in the<br />

performance of its functions during the 2008 financial year ended on 31 December 2008,<br />

accepted the proposal made by the EBD itself in the sense that no annual variable Remuneration<br />

be attributed to it relating the 2008 financial year. Concerning the Pluri-annual Variable<br />

Remuneration, it determined that the same be not attributed as well. Thus, the 2008 financial<br />

year should be neutral and will not influence the computation of the average to assess in the<br />

following years.


Annual Report <strong>Vol</strong>ume II Corporate Governance Report 283<br />

II.21. Indication, in individual terms, of the established amounts to pay,<br />

independently of its nature, in the case of termination of functions during<br />

the term-of-office, when, these amounts exceed double the fixed monthly<br />

remuneration established<br />

There is no contract with these characteristics.<br />

II.22. Information on the communication of irregularities policy adopted<br />

in the company<br />

With the purpose of adopting the best practices of corporate governance and reinforcing the<br />

culture of responsibility and compliance that has ever guided the Bank’s action, was established,<br />

namely for situations where the communication system through the hierarchy may not be able<br />

to achieve the desired objectives, a system for communicating irregularities allegedly occurred<br />

within the Bank.<br />

In order to contribute to a climate of greater social responsibility, this communication should<br />

have a strict nature and be assumed as a contribution for that effect.<br />

This way, the responsible for the communication should disclose his/her identity, using for the<br />

effect the internal e-mail address that is affected to him/her. The Bank assures the total<br />

confidentiality of the communication.<br />

In this sense, an e-mail address was especially created to exclusively receive the communication<br />

of irregularities (comunicar.irregularidade@millennium<strong>bcp</strong>.pt). Where the communication relates<br />

to any of the members of the Supervisory Board or some of its specialized committees, the<br />

same should be done through a specific e-mail address (presidente.cgs@millennium<strong>bcp</strong>.pt).<br />

The management and redirecting of the communication of irregularities pertains to the<br />

Supervisory Board that has delegated it on the Audit and Risk Committee.


284 Annual Report <strong>Vol</strong>ume II Corporate Governance Report<br />

Chapter III – Information<br />

III.1. Capital structure, including indications of shares not admitted for<br />

negotiation, different categories of shares, the rights and duties inherent<br />

to these shares and percentage of capital each category represents<br />

All shares issued by Banco Comercial Português are listed in the stock exchange, are of a single<br />

category and confer the same rights and duties. Consequently there are no Shareholders entitled<br />

to special rights.<br />

III.2. Qualified holdings in the share capital of the issuer, estimated in<br />

accordance with article 20 of the Securities Code<br />

On 31 December 2008, the qualified holdings in the share capital of Banco Comercial Português,<br />

estimated in accordance with article 20 of the Securities Code and according to the information<br />

available at the Bank, were as follows:<br />

Shareholders<br />

Number<br />

of shares<br />

% of capital<br />

% Voting<br />

rights<br />

Sonangol 469,000.000 9.990% 10.000% (1)<br />

Eureko Group (2)<br />

Eureko BV 216,444.868 4.611% 4.616%<br />

Achmea Holding NV 115,511.380 2.461% 2.463%<br />

Total 331,956.248 7.071% 7.079%<br />

Teixeira Duarte Group<br />

Teixeira Duarte – Sociedade Gestora de Participações Sociais, S.A.<br />

Teixeira Duarte – Gestão de Participações e Investimentos<br />

Imobiliarios, S.A. (3) 202,505.992 4.314% 4.319%<br />

C+P.A. – Cimentos e Produtos Associados, S.A. 102,483.872 2.183% 2.186%<br />

Arenopor – Investimentos SGPS, S.A. 23.000.000 0.490% 0.490%<br />

Other (Members of the Board of Directors) 1,765.391 0.038% 0.038%<br />

Total 329,755.255 7.025% 7.032%<br />

Fundação José Berardo (4)<br />

Fundação José Berardo 198,324.440 4.225% 4.229%<br />

Fundação José Berardo (Equity Swap with Banco Espírito Santo) 29,710.526 0.633% 0.634%<br />

Total 228,034.966 4.857% 4.863%<br />

Metalgest – Sociedade de Gestão, SGPS, S.A. (4)<br />

Metalgest – Sociedade de Gestão, SGPS, S.A. 63,328.399 1.349% 1.351%<br />

Kendon Properties 721,480 0.015% 0.015%<br />

Moagens Associadas, S.A. 13,245 0.000% 0.000%<br />

Cotrancer – Comércio e transformação de cereais, S.A. 13,245 0.000% 0.000%<br />

Bacalhôa, Vinhos de Portugal, S.A. 10,596 0.000% 0.000%<br />

Members of the Board of Directors of Metalgest, SGPS, S.A. 19,547 0.000% 0.000%<br />

Total 64,106.512 1.366% 1.367%<br />

Banco Sabadell<br />

Bansabadell Holding SL 208,177.676 4.434% 4.440%<br />

Total 208,177.676 4.434% 4.440%<br />

(continues)


Annual Report <strong>Vol</strong>ume II Corporate Governance Report 285<br />

(continuation)<br />

Shareholders<br />

Number<br />

of shares<br />

% of capital<br />

% Voting<br />

rights<br />

Caixa Geral de Depósitos Group<br />

Caixa Geral de Depósitos, S.A. (participação estratégica) 153,830.235 3.277% 3.281%<br />

Companhia de Seguros Fidelidade – Mundial, S.A. 23,179.492 0.494% 0.494%<br />

Caixa Geral de Depósitos, S.A. (carteira de negociação) 366,262 0.008% 0.008%<br />

Companhia de Seguros Império Bonança, S.A. 203,235 0.004% 0.004%<br />

Multicare 21,544 0.000% 0.000%<br />

Via Directa – Companhia de Seguros, S.A. 7,<strong>09</strong>8 0.000% 0.000%<br />

Total 177,607.866 3.783% 3.788%<br />

EDP Group (5)<br />

EDP – Imobiliária e Participações, S.A. 123,5<strong>09</strong>.341 2.631% 2.634%<br />

OPTEP – Sociedade Gestora de Participações Sociais, S.A. 28,167.603 0.600% 0.601%<br />

Members of the Board of Directors and Supervisory Commitees 398,783 0.008% 0.0<strong>09</strong>%<br />

Total 152,075.727 3.239% 3.243%<br />

Sogema<br />

Sogema SGPS, S.A. 125,766.734 2.679% 2.682%<br />

Total 125,766.734 2.679% 2.682%<br />

Privado Financeiras, S.A.<br />

Privado Financeiras, S.A. – own portfolio 108,599.<strong>09</strong>3 2.313% 2.316%<br />

Banco Privado Português, S.A. – Clients’ portfolio under management 2,808 0.000% 0.000%<br />

Iberian Opportunities Fund 860,000 0.018% 0.018%<br />

Total 1<strong>09</strong>,461.901 2.332% 2.334%<br />

Stanley Ho Group<br />

Sociedade de Diversões e Turismo de Macau, S.A. 76,112.854 1.621% 1.623%<br />

Stanley Hung Sun Ho 30,142.080 0.642% 0.643%<br />

Total 106,254.934 2.263% 2.266%<br />

SFGP – Investimentos e Participações, SGPS, S.A. 43,574.742 0.928% 0.929%<br />

IPG – Investimentos, Participações e Gestão SGPS, S.A. 58,488.113 1.246% 1.247%<br />

Total 102,062.855 2.174% 2.177%<br />

Total Qualified Shareholdings 2,404,260.674 51.213% 51.273%<br />

Source: Information received from the shareholders + File from the Securities Centre<br />

(1)<br />

According number 10 a) of Article 16 of Banco Comercial Português Articles of Association, votes exceeding 10% of the share capital are<br />

not considered.<br />

(2)<br />

Although Eureko has entered into a series of derivative transactions with JP Morgan regarding 135,238,429 <strong>BCP</strong> shares, the Portuguese Securities<br />

Market Commission (CMVM) considers that the voting rights inherent to those shares should be attributed to Eureko, thus increasing its<br />

participation to 9.96% of total voting rights.<br />

(3)<br />

Teixeira Duarte – Sociedade Gestora de Participações Sociais, S.A. informed, through an announcement dated December 12, that its subsidiary<br />

company Teixeira Duarte – Gestão de Participações e Investimentos Imobiliários, S.A. has agreed to acquire 102,483,872 <strong>BCP</strong> shares from<br />

C+P.A. – Cimentos e Produtos Associados, S.A., and therefore the voting rights related to those shares should be attributable to the former.<br />

(4)<br />

The shares and voting rights held by Fundação José Berardo and Metalgest are subject to reciprocal imputation.<br />

(5)<br />

EDP Pension Fund held 52,805,044 <strong>BCP</strong> shares, corresponding to 1.125% of the bank share capital.<br />

III.3. Identification of shareholders entitled to special rights and description<br />

of these rights<br />

There are no shareholders entitled to special rights.<br />

III.4. Any restrictions on the transfer of shares, such as clauses of consent for<br />

divestiture or limitations to the holding of shares<br />

There are no statutory restrictions to the free transmissibility of Shares.


286 Annual Report <strong>Vol</strong>ume II Corporate Governance Report<br />

III.5. Shareholders agreements known to the company and which may lead to<br />

restrictions on matters concerning the transfer of securities or voting rights<br />

There are no shareholders agreements known to the company, which may lead to restrictions<br />

on matters concerning the transmission of securities or voting rights.<br />

III.6. Rules applicable to alterations of the company’s articles of association<br />

Constitutive quorum – Article18 of the Articles of Association<br />

The General Meeting may only be held on first call when shareholders or their representatives<br />

holding more than one third of the capital are present. When the General Meeting intends to<br />

resolve on the merger, demerger and transformation of the company, the shareholders or their<br />

representatives present on first call, must hold shares corresponding to at least half of the share<br />

capital.<br />

On its second call, the General Meeting may meet and resolve independently of the number of<br />

shareholders present or represented and the amount of capital allocated to them.<br />

Deliberative quorum – Article 21 of the Articles of Association<br />

III.7. Control mechanisms established for any system of participation of<br />

workers in the capital whenever they do not directly exercise the voting rights<br />

No system has been established with these characteristics.<br />

III.8. Description of the evolution of listed market prices of the issuer’s<br />

shares, namely:<br />

a) The issuing of shares or other securities providing share subscription or acquisition rights;<br />

During April 2008 the Bank increased its share capital from 3,611,329,567 euros to<br />

4,694,600,000 euros. This increase was fully subscribed and involved the issue of 1,083,270,433<br />

ordinary, dematerialised nominative shares each of a par value of 1 euro, which were offered<br />

for subscription by the Bank’s shareholders in the exercise of their preference rights.<br />

Total demand amounted to 2,364,219.647 shares, more than twice oversubscribed. Emphasis must<br />

be given to the strong support of shareholders in exercising their preference rights, who subscribed<br />

1,071,230,855 shares, or about 98.9% of the total number of shares to be issued within the scope<br />

of the public offering. A total of 12,039,578 shares were available for pro rata distribution, while<br />

applications for pro rata distribution totalled 1,292,988,792 shares. The 1,083,270,433 new shares<br />

were admitted to trading on Eurolist by Euronext Lisbon on May 6, 2008.<br />

b) The disclosure of earnings;<br />

Whether the Meeting is held on its first or second call, any alterations to the articles of association<br />

require the approval of two thirds of the votes issued, with resolutions on the merger, demerger<br />

and transformation of the company requiring the approval of three quarters of the votes issued.


Annual Report <strong>Vol</strong>ume II Corporate Governance Report 287<br />

See annex VIII “Earnings Statement”<br />

Main events and impact in the price of the share<br />

Date<br />

Event<br />

Price<br />

variation<br />

next day<br />

Price<br />

variation<br />

next day<br />

Dec./17/08 Announcement of the sale of shares in Banco BPI -0.62% -0.75%<br />

Dec./13/08 Announcement of notification in administrative offence proceedings +0.99% -6.05%<br />

Oct./28/08 Release of 3 rd Quarter 2008 consolidated results +5.35% +6.98%<br />

Oct./27/08 Announcement of the confirmation of Moody’s ratings -1.71% +1.14%<br />

Oct./24/08 Announcement of the use of State guarantees -3.31% +0.88%<br />

Oct./14/08 Announcement of the maintenance of the Standard & Poor’s ratings -2.67% -8.<strong>09</strong>%<br />

Jul./22/08 Release of 1 st half 2008 consolidated results +1.74% +0.87%<br />

Jun./26/08 Announcement of the small investor mediation procedure -4.76% -13.95%<br />

May/27/08 General Meeting -1.49% -4.76%<br />

May/15/08 Announcement of agreement with Sonangol -0.87% -0.29%<br />

May/12/08 Release of 1 st Quarter 2008 consolidated results 0.00% -2.84%<br />

Apr./3/08 Announcement of the 2008 capital increase -2.98% -0.57%<br />

Feb./19/08 Release of 2007 consolidated results -4.27% -0.27%<br />

Jan./15/08 General Meeting -6.76% -19.55%<br />

Jan./8/08 Meeting of the Supervisory Board and of the Senior Board -0.36% -3.27%<br />

The following chart provides a graphic illustration of the performance of <strong>BCP</strong> shares during 2008.<br />

Performance of <strong>BCP</strong> shares during 2008<br />

General Meeting<br />

of Shareholders<br />

Announcement<br />

of 2007 Earnings<br />

1Q08 Earnings<br />

Announcement<br />

General Meeting<br />

of Shareholders<br />

1 st half Earnings<br />

Announcement<br />

Announcement of the<br />

intention to issue debt<br />

guaranteed by the<br />

Portuguese Republic<br />

3Q08 Earnings<br />

Announcement<br />

2,5<br />

2,0<br />

Supervisory Board and<br />

Senior Board Meeting<br />

Capital increase<br />

announcement<br />

Announcement of the<br />

agreement with Sonangol<br />

Announcement<br />

regarding the mediation<br />

procedure<br />

Re-affirmation<br />

of ratings by S&P<br />

Re-affirmation of<br />

ratings by Moody's<br />

Notifications from<br />

the CMVM regarding<br />

the accusations of<br />

infractions against<br />

the Bank<br />

Sale of BPI<br />

Shares<br />

Jan. 31 Feb. 29 Mar. 31 Apr. 30 May. 30 Jun. 30 Jul. 31 Aug. 29 Sep. 30 Oct. 31 Nov. 28 Dec. 31<br />

1,5<br />

1,0<br />

0,5


288 Annual Report <strong>Vol</strong>ume II Corporate Governance Report<br />

c) The dividends paid by category of shares, indicating the net value per share.<br />

The following table details the dividends paid by <strong>BCP</strong> since 2000:<br />

Year<br />

Paid in<br />

Gross Dividend<br />

per Share<br />

(euros)<br />

Net Dividend per Share (euros)<br />

Residents Non-residents<br />

Payout<br />

Ratio (1)<br />

Dividend<br />

Yield (2)<br />

2000 (3) 2001 0.150 n.a. n.a. 62.4% 2.65%<br />

2001 2002 0.150 0.120 0.105 61.1% 3.30%<br />

2002 2003 0.100 0.080 0.070 49.2% (4) 4.39%<br />

2003 2004 0.060 0.051 0.045 44.7% 3.39%<br />

2004<br />

Interim dividend 2004 0.030 0.02550 0.02250<br />

Final dividend 2005 0.035 0.02975 0.02623<br />

Total dividend 0.065 0.05525 0.04875 41.3% 3.44%<br />

2005<br />

Interim dividend 2005 0.033 0.02805 0.02475<br />

Final dividend 2006 0.037 0.03145 0.02775<br />

Total dividend 0.070 0.05950 0.05250 31.9% 3.00%<br />

2006<br />

Interim dividend 2006 0.037 0.0296 0.0296<br />

Final dividend 2007 0.048 0.0384 0.0384<br />

Total dividend 0.085 0.068 0.068 39.0% 3.04%<br />

2007<br />

Interim dividend 2007 0.037 0.0296 0.0296<br />

Final dividend 2008 0.000 0.0000 0.0000<br />

Total dividend 0.037 0.0296 0.0296 23.7% 1.27%<br />

2008<br />

Total dividendl (5) 20<strong>09</strong> 0.017 0.0136 0.0136 39.7% 2.<strong>09</strong>%<br />

(1)<br />

Payout ratio is the percentage of net profit distributed to shareholders in the form of dividend;<br />

(2)<br />

Dividend yield is the annual return, as a percentage, expressed by dividing the amount of the gross dividend by the share price at the end<br />

of the year to which the dividend refers;<br />

(3)<br />

Paid in the form of script dividend through the issue of new shares and their proportional distribution to shareholders holding shares<br />

representing the Bank’s equity capital;<br />

(4)<br />

On the basis of the net profit before setting aside general banking risk provisions in the sum of 200 million euros;<br />

(5)<br />

Proposal to be submitted to the Annual General meeting.<br />

III.9. Description of the dividend distribution policy adopted by the<br />

company, identifying, namely, the value of the dividend per share distributed<br />

in the last three years<br />

Maintaining the judicious principles and of prudence that characterize the policy of distribution<br />

of profits adopted by <strong>BCP</strong>, the Executive Board of Directors has proposed and the Supervisory<br />

Board meeting issued a favourable opinion on not to pay the interim dividend relative to 2008,<br />

having present, on one hand the high uncertainty as regards the international financial<br />

environment and the markets functioning and, on the other hand, either the level of results<br />

generated in a consolidated basis in the first three months, either the recent orientations relative<br />

to the level of own funds issued by the Bank of Portugal.


Annual Report <strong>Vol</strong>ume II Corporate Governance Report 289<br />

Notwithstanding this decision of not proceed to the distribution of the 2008 interim dividend,<br />

the Bank reiterates the maintenaince of its policy of distribution of dividends already announced,<br />

having, as principle, the goal of distributing 40% of net income, a proposal that it will submit to<br />

the forthcoming General Meeting of Shareholders.<br />

III.10. Description of the main characteristics of the share attribution plans<br />

and stock option plans adopted or in force in the year in question, namely<br />

justification for the adoption of the plan, category and number of beneficiaries<br />

of the plan, attribution conditions, clauses on restrictions on the divestiture<br />

of shares, criteria relative to share prices and the price of the exercise of<br />

options, period of time when the options may be exercised, characteristics of<br />

the shares to be attributed, existence of incentives for the acquisition of<br />

shares and/or exercise of options and competence of the management body<br />

to implement or modify the plan<br />

There are no share attribution plans or stock option plans.<br />

III.11. Description of the main elements of the business and operations<br />

carried out between the company on the one hand, and, on the other<br />

hand, its management and supervisory boards, qualified shareholders or<br />

companies in a controlled or group relationship, provided that they have<br />

economic significance to any of the parties involved, except with respect<br />

to business or operations which, cumulatively, are carried out under<br />

normal market conditions for similar operations and are part of the<br />

company’s current activities<br />

All operations in the context of this number were carried out under normal market conditions<br />

for similar operations and are part of the company’s current activities.<br />

On this issue, it should be noted that the operations in question are not the object of resolution<br />

by the Executive Board of Directors since they are submitted for the opinion of the committee<br />

for financial matters of the Supervisory Board.<br />

III.12. Reference to the existence of an Investor Support Office or other<br />

similar service<br />

Through the Investor Relations Department (IRD), the Bank establishes a permanent dialogue<br />

with the financial world – Shareholders, Investors and Analysts as well as the financial markets in<br />

general and respective regulatory entities.<br />

a) Functions of the IRD;<br />

The main functions of the IRD are to inform, foster and reinforce the trust of the different<br />

market agents in the Bank, through the disclosure of financial information and relevant facts<br />

to allow for a correct evaluation of the value of the <strong>BCP</strong> share and Bank.


290 Annual Report <strong>Vol</strong>ume II Corporate Governance Report<br />

b) Type of information provided by the IRD:<br />

In 2008, the Bank developed wide-reaching communication activities with the market, thus<br />

adopting the recommendations of the CMVM (Portuguese Stock Market Regulator) and<br />

international best practices in terms of financial and institutional communication.<br />

All information of institutional nature that is public and relevant is available on the Bank’s site, in<br />

its institutional area.<br />

Hence, as a principle, immediately after disclosure to the market of information relative to<br />

Privileged Information, General Meetings, Disclosure of Earnings and other announcements, the<br />

Bank provides the respective documents and presentations in the institutional area of its portal.<br />

c) Access to the IRD<br />

Telephone: + 351 21 113 10 80<br />

Fax: + 351 21 113 69 82<br />

Address: Av. Prof. Doutor Cavaco Silva, Edifício 1 Piso 0B<br />

2744-002 Porto Salvo, Portugal<br />

e-mail: investors@millennium<strong>bcp</strong>.pt<br />

d) Company Internet site;<br />

www.millennium<strong>bcp</strong>.pt<br />

e) Identification of the representative for market relations<br />

Pedro Esperança Martins.<br />

III.13. Indication of the amount of annual remuneration paid to the auditor<br />

and other natural or corporate entities belonging to the same network<br />

supported by the company or by corporate entities in a dominance or<br />

group relationship, as well as the breakdown of the percentage concerning<br />

specific services.<br />

Relationship with the Independent Auditors<br />

Activity Monitoring<br />

Monitoring of the activity of the Group Auditor, KPMG & Associados, SROC, S.A. (‘KPMG’) is<br />

ensured by the Supervisory Board, through the Audit and Risk Committee, which is also<br />

responsible for proposing the appointment of the Group Auditor to the General Meeting of<br />

Shareholders, as well as issuing its opinion on the auditor’s independence conditions and other<br />

relations between the Auditor and the Group.<br />

The aforementioned monitoring is achieved through regular contact with KPMG, allowing the<br />

Supervisory Board and the Audit and Risk Committee to discuss solutions and criteria resulting<br />

from audit activities in a timely manner.


Annual Report <strong>Vol</strong>ume II Corporate Governance Report 291<br />

Remuneration<br />

During the financial year of 2008, the Banco Comercial Português and/or corporate entities<br />

controlled by the Bank or as part of the same group contracted services from KPMG (in Portugal<br />

and abroad), whose corresponding fees totalled 7,263 thousand euros, distributed by the various<br />

types of services provided, as follows:<br />

KPMG Network December 31 st 2008<br />

Portugal<br />

Abroad<br />

Total<br />

%<br />

Legal accounts review services 2,254 1,292 3,546 49%<br />

Other guarantee and reliability services 1,504 812 2.316 32%<br />

Fiscal consultancy services 546 138 684 9%<br />

Other services than legal review 446 271 717 10%<br />

4,750 2,513 7,263 100%<br />

Relationship with the independent auditors<br />

A description of the main services included in each category of services provided by KPMG,<br />

relative to December 31 st 2008, is presented.<br />

a) Legal accounts review services<br />

Includes fees charged by KPMG and by the Statutory Auditor within the scope of auditing and legal<br />

revision of consolidated accounts for the Group and its various companies, on an individual basis,<br />

auditing of subsidiaries for consolidation purposes and other services associated to legal accounts<br />

revision, including the audit relative to December 31 st and the limited revision relative to June 30 th .<br />

b) Other guarantee and reliability services<br />

Includes fees charged by KPMG within the scope of provision of services that, considering their<br />

characteristics, are associated to the auditing activity and should, in most cases, be provided by<br />

statutory auditors, namely: issuing of comfort letters (including in 2008 the work performed within<br />

the scope of the share capital increase) and opinions on specific themes (internal control under<br />

Notification Number 5/2008 and economic provisions within the scope of Bank of Portugal<br />

regulatory requirements and services associated to security operations and other accounting<br />

services).<br />

c) Fiscal consultancy services<br />

Includes fees charged by KPMG within the scope of fiscal support provided to the Group relative<br />

to the review of the fiscal obligations of the various existing companies, in Portugal and abroad.<br />

d) Other services than legal review<br />

Includes fees charged by KPMG within the scope of services that do not fall into the category<br />

of legal revision, allowed in accordance with the defined independence rules.<br />

Established Regime in Order to Safeguard the Auditor’s Independence<br />

Approval of services<br />

<strong>Millennium</strong> <strong>bcp</strong> has a very strict independence policy in order to avoid any conflicts of interest<br />

in using the services of External Auditors. As auditor for Group <strong>BCP</strong>, KPMG complies with the


292 Annual Report <strong>Vol</strong>ume II Corporate Governance Report<br />

KPMG Risk Management and Quality Control Process<br />

Risk management<br />

KPMG responsibility is to ensure that these services don’t put their independence as an auditor<br />

for Grupo <strong>BCP</strong> at risk. The auditor’s independence requirements are determined based on a<br />

combination between the policies of Grupo <strong>BCP</strong> regarding the independence of external<br />

auditors, each country’s legal requirements, when these are more demanding, and KPMG’s internal<br />

rules. Every year KPMG reports to the Executive Board of Directors and the Audit and Risk<br />

Committee on all established measures to safeguard its independence as an auditor for the<br />

Grupo <strong>BCP</strong>.<br />

KPMG implemented a system on its Intranet, at an international level, designated “Sentinel”, which<br />

conditions service provision by any office of the KPMG network to authorization by the Global<br />

Lead Partner responsible for the customer. This procedure implies that the KPMG Units from<br />

which the service in question is requested must obtain previous authorization from the referred<br />

Global Lead Partner. Service requests must include presentation of a rationale for the requested<br />

activities, namely factors allowing evaluation of compliance with applicable risk management rules<br />

and, consequently, KPMG independence.<br />

The Global Lead Partner is also responsible for verifying that service proposals presented through<br />

“Sentinel” comply with service pre-approval rules and, when applicable, proceeds with any<br />

necessary diligences before the Audit and Risk Committee, so as to verify the strict compliance<br />

with applicable independence rules.<br />

All KPMG employees must comply with the independence rules described in the KPMG<br />

International Risk Management Manual, besides being obliged to fully comply with the rules<br />

established by the Auditors Order and, when applicable, the Independence Standards Board, SEC<br />

and other regulatory entities.<br />

KPMG professionals are responsible for maintaining their independence, being obliged to<br />

periodically review their financial interests, as well as their personal and professional relationships,<br />

to ensure strict compliance with KPMG and professional independence requirements. It is<br />

independence rules defined by the Group, as well as with the independence rules defined by<br />

KPMG, by the International Standards on Auditing and by the local independence rules when<br />

these are more demanding.<br />

With the objective of safeguarding auditor independence and taking into account good practices,<br />

as well as national and international rulings, a series of regulatory principles was approved by the<br />

Supervisory Board, through the Bank’s Audit and Risk Committee, and KPMG, as described below:<br />

• KPMG, companies or corporate entities belonging to the same (“Network”) will not be able<br />

to provide services that are considered prohibited to the Bank or Group<br />

• Contracting of remaining non-prohibited services by any Organic Unit of the Bank or company<br />

controlled by the Bank entails previous approval by the Bank’s Audit and Risk Committee. The<br />

referred approval is issued for a pre-defined series of services, for a renewable 12-month period.<br />

For the remaining services, a specific approval by the Audit and Risk Committee is required.


Annual Report <strong>Vol</strong>ume II Corporate Governance Report 293<br />

forbidden for KPMG employees to collaborate with any other entities or organisations (customers<br />

or not), as managers, executive members, independent professionals or employees.<br />

In order to guarantee its independence and that of its professionals, in reality and appearance, KPMG<br />

developed an application – the KPMG Independence Compliance System (KICS) – that includes<br />

information concerning independence rules, a search engine allowing access to the list of restricted<br />

entities, where KPMG professionals are not allowed to hold financial interests, and an employee<br />

financial investment reporting system, where professionals record the names of the entities where<br />

they hold financial interests. This way, this application fulfils AICPA independence demands without<br />

compromising privacy policies.<br />

An annual independence statement is required from all KPMG professionals, signed by occasion of<br />

their joining and renewed on an annual basis, where these commit not to acquire financial interests,<br />

directly or indirectly, in KPMG customers, keep all information they may access confidential, and avoid<br />

any relationships with customer employees that may compromise KPMG’s independence and<br />

objectiveness.<br />

Quality control<br />

Quality control by national office internal teams<br />

So as to guarantee service quality to its customers, KPMG annually conducts quality control of<br />

the performed activities, which essentially consists of the following aspects:<br />

• Revision of each activity by the involved team, allowing identification of areas requiring additional<br />

work on a particular component of the customer’s financial statements, before the work in<br />

question is concluded;<br />

• Annual revision, by a team consisting of KPMG’s most experienced professionals, of a<br />

representative sample of customer’s documents, in order to ensure that work planning was<br />

performed in the most effective manner, as well as to ensure that the information collected at<br />

this stage allowed to structure and design adequate internal control tests, and that these<br />

guaranteed the analysis of all risk areas identified in work planning stages and, eventually, in<br />

subsequent stages.<br />

Quality control by international office internal teams<br />

In addition to quality control activities continuously carried out by our professionals in Portugal,<br />

KPMG annually performs quality audits of general procedures, as well as of risk and quality evaluation<br />

procedures of the conducted work. These audits are performed by KPMG international office staff<br />

with adequate training to carry out these control activities.<br />

These control activities allow to share and harmonize the knowledge of KPMG, worldwide, enabling<br />

the identification of risks and the use of determined assessment and risk minimization tools, already<br />

developed in other countries. The quality assessment and evaluation made by the professionals of<br />

the offices in Portugal and of those abroad are supported by another IT tool especially developed<br />

for that purpose – the Risk Compliance Checklist (RCC).


294 Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report<br />

Annexes to the Corporate<br />

Governance Report


Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report 295


296 Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report<br />

Annex I<br />

Supervisory Board’s Remuneration approved by the General Meeting of Shareholders of Banco<br />

Comercial Português, S.A. on 28/05/2007, approved by 99.85% of the shareholders present or<br />

represented.


Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report 297<br />

Annex II<br />

Remuneration Policy of the members of the Supervisory Board<br />

In accordance with the company’s articles of association it is a competence of the Remunerations<br />

and Welfare Board (RWB) to submit a statement on the remuneration policy of the members<br />

of corporate bodies to the appraisal of the General Meeting of Shareholders.<br />

The current RWB was elected at the Annual General Meeting of 2008 with the following<br />

composition:<br />

Chairman<br />

Voting Members:<br />

José Manuel Rodrigues Berardo (non-independente)<br />

Luís de Melo Champalimaud (independent);<br />

Manuel Pinto Barbosa (independent).<br />

In accordance with the articles of association, it pertains to the WRB to resolve on the<br />

remunerations of all corporate bodies.<br />

In 2008, before the General Meeting that elected this Remunerations and Welfare Board, the<br />

Supervisory Board became responsible, in accordance with article 13 (1) of the Articles of<br />

Association, for establishing the remuneration conditions of the members of the Executive Board<br />

of Directors.<br />

Considering the provisos of the articles of association, the RWB considers that it is not<br />

responsible for establishing the remunerations of the governance bodies that are not, at the same<br />

time, corporate bodies.<br />

On the date this RWB was elected, the remunerations of the several corporate bodies exercising<br />

functions at the time had already been established.<br />

Considering that the term-of-office of the current Supervisory Board ended on 31 December<br />

2008, the forthcoming Annual General Meeting of Shareholders must elect a new one.<br />

Hence, this is the right moment for the WRB to present before all Shareholders its remuneration<br />

policy, at least in what concerns the Supervisory Board to be elected.<br />

The remuneration policy for the corporate bodies of <strong>Millennium</strong> <strong>BCP</strong> must be straightforward,<br />

transparent and competitive, thus assuring the creation of value for the shareholders and<br />

remaining Stakeholders.<br />

Considering the functions of the Supervisory Board, its remuneration should also guarantee the<br />

full independence of its members from the Bank’s executive bodies.<br />

These remunerations shall be fixed and not accrue with any other remunerations for functions<br />

in other corporate and/or governance bodies of the Bank.


298 Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report<br />

The RWB also deemed that the remunerations of the Supervisory Board should be established<br />

bearing in mind the Bank’s effort to meet the interests of <strong>Millennium</strong> <strong>BCP</strong>’s shareholders, obtained<br />

by substantially reducing the remunerations of the current Executive Board of Directors elected<br />

at the General Meeting of 15 January 2008.<br />

Therefore, the RWB foresees a significant decrease of the costs with the functioning of the<br />

Supervisory Board – estimated at around 50% –, without incurring the risk of disturbing the<br />

Supervisory Board’s effective and efficient exercise of its functions.<br />

Thus, bearing in mind the principles listed above, as well as the practices of large Portuguese<br />

companies, the responsibilities and functions of the members of the Supervisory Board and the<br />

present market conditions, the RWB adopted the following rules:<br />

Chairman, autonomous remuneration;<br />

Vice-Chairman, who is member of a Specialized Committee, between 50% and 75% of the<br />

Chairman’s remuneration;<br />

Chairman of the ARC, between 50% and 75% of the Chairman’s remuneration;<br />

Vice-Chairman, who is not member of a Specialized Committee, between 25% and 50% of the<br />

Chairman’s remuneration;<br />

Effective member, who is member of a Specialized Committee, between 25% and 50% of the<br />

Chairman’s remuneration;<br />

Effective member, who is not member of a Specialized Committee, between 10% and 25% of the<br />

Chairman’s remuneration.


Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report 299<br />

Annex III<br />

Remuneration Policy for the members of the Executive Board<br />

of Directors<br />

The global remuneration includes the following components:<br />

• Fixed Remuneration, paid 14 times a year. The Selection and Remunerations Committee shall, based<br />

on international benchmarks, define the remuneration of the Chairman, being the remuneration of<br />

the Vice-Chairmen between 70% and 80% and that of the remaining members between 60% and<br />

70% of the remuneration of the Chairman. The benchmark for the remuneration is based on the<br />

comparison with the Portuguese benchmark universe, composed by companies listed in PSI-20<br />

with size or features similar to those of <strong>Millennium</strong> <strong>bcp</strong>.<br />

• Variable Remuneration has two components and was designed to incentive the Bank’s top<br />

performance in a sustained manner in the long term:<br />

• annual Variable Remuneration, paid only once to the members of the Executive<br />

Board of Directors in effect in the month of the payment of dividends approved at<br />

the Annual General Meeting. This remuneration compensates the accomplishment<br />

of the annual results and may amount to 130% of the Annual Fixed Remuneration,<br />

depending on the compliance with the goals set forth. This remuneration depends<br />

on a benchmark based on the practices followed by the European financial sector.<br />

• multiannual Variable Remuneration, computed for the three year term-of-office and<br />

paid only once in the year after the end of the term-of-office. This remuneration<br />

compensates the accomplishment of the annual results and may amount to 130% of<br />

the Fixed Annual Remuneration, depending on the compliance with the goals set<br />

forth. This remuneration depends on a benchmark based on practices followed by<br />

the European financial sector.<br />

The variable remuneration, as a whole and for all the members of the Executive Board of<br />

Directors, cannot surpass 2% of the net income.


300 Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report<br />

Criteria for granting the annual variable remuneration<br />

The Annual Variable Remuneration is computed based on the Group’s results and on the<br />

individual performance of each Executive Director.<br />

The Group’s results are computed in absolute terms, from a growth standpoint, and against the<br />

performance of the BEBANKS – Bloomberg Europe Banks and Financial Services Index, based<br />

on the growth indicators of Banking Product, the improvement of the Cost-to-Income ratio, the<br />

increase of net earnings, the Return on Equity and the total Shareholder Return. These indicators<br />

are pondered based on their level of strategic importance.<br />

Besides verifying these indicators while assessing the Executive Board of Directors as a team (Group<br />

Earnings), the members’ individual performance is also appraised (Individual Multiple) based on the<br />

performance and individual results achieved, as well as their contribution to the company’s image<br />

and reputation in their relation with the shareholders and with the Stakeholders in general.<br />

Criteria for granting the multiannual variable remuneration<br />

This component of the Variable Remuneration aims to ensure the sustainability of <strong>Millennium</strong><br />

<strong>bcp</strong>’s performance and to continuously bind the members of the Executive Board of Directors<br />

Under these terms and conditions, this component shall not be paid in case of resignation or loss<br />

of mandate when caused by the member, except death or retirement on account of age or<br />

disability. Failure to be re-elected does not hurt the computation of the multiannual remuneration.<br />

The Multiannual Variable Remuneration is also computed based on the Group’s results and on<br />

the individual performance of the Executive Directors during their term-of-office.<br />

The Group’s results are computed in terms of absolute and relative performance against the<br />

BEBANKS, taking into consideration the average three-year growth of the indicators for Banking<br />

Product, Cost-to-Income ratio, Net Earnings, Return on Equity and Total Shareholder Return. These<br />

indicators are pondered based on their level of strategic importance.<br />

The Individual Multiple is computed based on the appraisal of the individual performance during<br />

the term-of-office.


Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report 301<br />

Other compensations:<br />

The members of the Executive Board of Directors are only entitled to the compensations<br />

disclosed and shall receive no additional compensations for their functions. The existing benefits<br />

in terms of home loans, health insurance, occupational disease insurance, personal injury insurance,<br />

credit card and mobile phone remain in effect. Regarding cars, the benchmark is the average<br />

amount considered to be the practice in the benchmark market (companies listed in PSI-20 with<br />

similar size or features).<br />

Retirement Regime<br />

The supplements for the retirement and survivor pension are granted based on the functions<br />

as Director in the Bank’s executive management body, under the terms and conditions of the<br />

Regulations hereto attached.


302 Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report<br />

Annex IV<br />

Retirement Regulations for Executive Directors of Banco Comercial<br />

Português, S.A.<br />

Article 1<br />

(Object)<br />

These Regulations set forth, in accordance with Art. 13 of the Articles of Association of Banco<br />

Comercial Português, S.A. (the Bank), the supplemental regime of benefits due to retirement,<br />

disability or survivorship, granted based on the functions as Director in the Bank’s executive<br />

management body.<br />

Article 2<br />

(Scope)<br />

1. Are within the scope of these Regulations the Beneficiaries, included in the Social Security<br />

General Regime or in the Social Security Private Regime for the Banking Sector in Portugal,<br />

who were members of the Bank’s Executive Board of Directors during the terms-of-office as<br />

of 2008/2010, for purposes of protection in case of disability or retirement.<br />

2. These Regulations also comprise the beneficiaries of the survivorship pensions referred in<br />

Article 5.<br />

Article 3<br />

(Supplemental retirement and disability pension)<br />

1. The right to the supplemental retirement or disability pension is granted if the beneficiary<br />

retires due to old age or disability, under the terms of the applicable social security regime.<br />

2. The value of the supplemental pension results from the transformation of the capital accrued<br />

in the Individual Account of the Pension Fund, after deducting the applicable taxes, into a<br />

monthly pension for life.<br />

3. The supplemental pension will be granted by purchasing a lifelong pension policy from an<br />

insurance company, being the Director responsible for choosing the annual growth rate and<br />

the pension conversion in case of death.<br />

Article 4<br />

(Capital redemption)<br />

As an alternative to the supplemental pension provided in Article 3, the Director may chose to<br />

redeem the capital under the terms and limits provided by law.<br />

Article 5<br />

(Survivorship supplemental pension)<br />

If the Director is deceased before retirement, his/her legitimate heirs, if any, shall be entitled to<br />

the capital accrued in the Director’s Individual Account, in accordance with the laws of inheritance.


Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report 303<br />

Article 6<br />

(Financing)<br />

1. The supplemental benefits plan regulated herein is financed through individual applications to<br />

an open pension fund.<br />

2. The Bank’s annual contribution to the plan established in these regulations equals, before<br />

applying any income tax deductions for individuals, 23% of the difference between the annual<br />

gross fixed remuneration of the Director for being a member of the Bank’s Executive Board<br />

of Directors and the annual gross fixed remuneration used as base for the Bank’s mandatory<br />

contributions to the welfare system applicable to the Director in case of disability, old age or<br />

death (Social Security General Regime; Social Security Private Regime for the Banking Sector<br />

and the supplemental Plan for Employees of Banco Comercial Português, S.A.).<br />

Article 7<br />

(Accumulation of retirement benefits and remunerations)<br />

The accumulation of retirement benefits due to old age and the remuneration earned as Director<br />

of the entity paying the pension is allowed, but while the Director remains in functions it will be<br />

deducted from his gross remuneration the net amount of the pension or the amount that would<br />

have been paid as an alternative to the capital redemption, without damaging the full payment<br />

of all amounts decided by the Remunerations and Welfare Board or Remunerations Committee<br />

in accordance with art. 13 of the Bank’s Articles of Association, when applicable, as variable<br />

remuneration or premiums for the functions exercised.<br />

Article 8<br />

(Application and Revision)<br />

1. These Regulations, as adopted in 2008, shall apply to the benefits to grant after the date of their<br />

approval by the competent corporate body and approval by or notification to Instituto de<br />

Seguros de Portugal (Portuguese Insurance Institute), as required.<br />

2. These Regulations shall be interpreted and applied by the Remunerations Board or Committee<br />

referred in the previous article.<br />

3. The Remunerations Board or Committee must submit any amendments to these Regulations<br />

to the appraisal of the Annual General Meeting.


304 Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report<br />

Annex V<br />

Curricula Vitae of the Members of the Executive Board<br />

of Directors of Banco Comercial Português, S.A.<br />

Carlos Jorge Ramalho dos Santos Ferreira<br />

Personal data:<br />

• Date of Birth: 23 February 1949;<br />

• Place of Birth: Lisbon;<br />

• Nationality: Portuguese;<br />

• Position: Chairman of the Executive Board of Directors;<br />

• Beginning of functions: 16 January 2008;<br />

• Term-of-office: 2008/2010.<br />

Management Positions presently held in Companies of the Group:<br />

In Portugal:<br />

• Manager of <strong>BCP</strong> Internacional II, Sociedade Unipessoal, SGPS, Lda;<br />

• Chairman of the Board of Directors of <strong>Millennium</strong> <strong>bcp</strong> – Prestação de Serviços, ACE;<br />

• Chairman of the Board of Directors of Fundação <strong>Millennium</strong> <strong>bcp</strong>.<br />

Abroad:<br />

• Chairman of the Supervisory Board of Bank <strong>Millennium</strong>, S.A. (Poland).<br />

Current positions outside the Group:<br />

• Member of the Board of Directors of Banco Sabadell, as representative of Banco Comercial<br />

Português S.A. (<strong>BCP</strong>);<br />

• Member of the Supervisory Board of EDP – Energias de Portugal, S.A.<br />

Direct Responsibilities within the Group’s organization:<br />

• General Secretariat;<br />

• Relations with the Authorities;<br />

• Communication Department;<br />

• People Management Support Division;<br />

• <strong>Millennium</strong> Angola;<br />

• <strong>Millennium</strong> 2010;<br />

• Audit.<br />

Academic Education:<br />

• 1971 – Licentiate Degree in Law from the Faculty of Law of Universidade Clássica de Lisboa;<br />

• 1977 a 1988 – Lecturer in charge of overseeing the courses of Public Finances, Financial Law,<br />

International Economic Law and Currency and Credit in the Faculty of Law of the Universidade<br />

Clássica de Lisboa, in the Faculty of Law of the Universidade Católica Portuguesa and in the<br />

Faculty of Economics of the Universidade Nova.


Experiência profissional:<br />

• 1972/1974 – Technician in the Collective Agreements Division of the Development and Labour<br />

Fund, and Assistant of the Centre for Social and Corporate Studies of the Ministry for<br />

Corporations and Social Welfare;<br />

• 1976/1977 – Member of Parliament for the Socialist Party and Vice-Chairman of the<br />

Parliamentary Committee for Security and Health;<br />

• 1977/1987 – Member of the Management Board of the state-owned company ANA –<br />

Aeroportos e Navegação Aérea;<br />

• 1984/1988 – Member of the Tax Reform Commission;<br />

• 1987/1989 –Chairman of the Board of Directors of Fundição de Oeiras;<br />

• 1989/1991 – Chairman of the Board of Directors of Companhia do Aeroporto de Macau;<br />

• 1992/1999 – In Group Champalimaud, Director and subsequently Chairman of the Board of<br />

Directors of the Insurance Company Mundial Confiança and Chairman of the Board of the General<br />

Meeting of Banco Pinto & Sotto Mayor;<br />

• 1992/2001 – Vice-Chairman of the Board of the General Meeting of Estoril-Sol;<br />

• 1999/2003 – In Group <strong>BCP</strong>, Director of ServiBanca- Empresa de Prestação de Serviços, ACE;<br />

Vice-Chairman and Member of the Board of Directors of Seguros & Pensões Gere, SGPS, S.A.;<br />

Director and Chairman of the Board of Directors of Império Bonança, of the insurance companies<br />

Ocidental and Ocidental Vida, Seguro Directo, ICI – Império Comércio Indústria, Companhia<br />

Portuguesa de Seguros de Saúde, Autogere – Companhia Portuguesa de Seguros, S.A.,<br />

Corretoresgest, S.A. and of Pensões Gere – Sociedade Gestora de Fundos de Pensões, S.A. and<br />

Director of Eureko, BV;<br />

• 2003/2005 – Vice-Chairman of Estoril-Sol SGPS, S.A., Vice-Chairman of Finansol – SGPS, S.A.<br />

and Non-executive Chairman of Willis Portugal – Corretores de Seguros, S.A.;<br />

• 2003/2005 – Member of the Board of Directors of Varzim Sol – Turismo, Jogo e Animação, S.A.;<br />

• 2005 – Director of the Seng Heng Bank;<br />

• 2005/2008 – Chairman of the Board of Directors of Caixa Geral de Depósitos, S.A.;<br />

• 2005/2008 – Chairman of Banco Nacional Ultramarino, S.A. (Macau);<br />

• 2005/2008 – Chairman of Caixa – Banco de Investimento, S.A.;<br />

• 2005/2008 – Chairman of Caixa Seguros, SGPS, S.A.;<br />

• 2005/2008 – Member of the Supervisory Board of EDP – Energias de Portugal, S.A.<br />

Member of the Board of the Steering and Strategy Committee of Foment Invest, SGPS, S.A.;<br />

• February to December of 2008 – Member of the Board of the Steering and Strategy Committee<br />

of Foment Invest, SGPS, S.A.<br />

Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report 305


306 Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report<br />

Armando António Martins Vara<br />

Personal data:<br />

• Date of Birth: 27 March 1954;<br />

• Place of Birth: Vinhais – Bragança;<br />

• Nationality: Portuguese;<br />

• Position: Vice-Chairman of the Executive Board of Directors;<br />

• Beginning of functions: 16 January 2008;<br />

• Term-of-office: 2008/2010.<br />

Management Positions presently held in Companies of the Group:<br />

In Portugal:<br />

• Vice-Chairman of the Board of Directors of Fundação <strong>Millennium</strong> <strong>bcp</strong>;<br />

• Chairman of the Board of Directors of Banco de Investimento Imobiliário, S.A.;<br />

• Vice-Chairman of the Board of Directors of Banco <strong>Millennium</strong> <strong>bcp</strong> Investimento, S.A.;<br />

• Manager of <strong>BCP</strong> Internacional II, Sociedade Unipessoal, SGPS, Lda.;<br />

• Manager of BII Internacional, SGPS, Lda.;<br />

• Manager of VSC – Aluguer de Viaturas sem Condutor, Lda;<br />

• Vice-Chairman of the Board of Directors of <strong>Millennium</strong> <strong>bcp</strong> – Prestação de Serviços, ACE.<br />

Abroad:<br />

•Vice-Chairman of the Board of Directors of BIM – Banco Internacional de Moçambique, S.A.<br />

Functions within the organizational framework of the Group:<br />

• Corporate and Companies Coordination Committee;<br />

• Banking Services Coordination Committee.<br />

Direct Responsibilities:<br />

• Corporate Network;<br />

• Companies Network;<br />

• Specialised Loans;<br />

• Companies Marketing;<br />

• Procurement, Assets and Security;<br />

• Department of Assets Disposai;<br />

• Fundação <strong>Millennium</strong> <strong>bcp</strong>;<br />

• <strong>Millennium</strong> Moçambique;<br />

• Real Estate Promoters Department.<br />

Academic Education:<br />

• 2005 – Licentiate Degree in International Relations (UNI);<br />

• 2004 – Post Graduate Degree in Business Administration (ISCTE).<br />

Professional Experience<br />

• 1987/1991 – Member of the Parliamentary Assembly of the Council of Europe;<br />

• 1989/1991 – Member of the Parliamentary Assembly of the Western European Union;<br />

• 1992/1996 – Chairman of the Board of Directors of Fundação José Fontana;<br />

– Councillor of Amadora Town Hall;<br />

– Member of the Management of Instituto da Imprensa Democrática (Democratic Press Institute);<br />

– Member of the corporate bodies of Institute Portuguese – Arab Cooperation;


• 1995/1997 – Secretary of State of Internal Administration of the XIII Constitutional Government;<br />

– Member of the Parliament during the IV, V, VI and VII Legislatures;<br />

– Vice-Chairman of the Social Equipment and Youth Parliamentary Commissions;<br />

• 1997/1999 – Deputy Secretary of State of Internal Administration of the XIII Constitutional<br />

Government;<br />

• October of 1999 to September of 2000 – Deputy Minister of the Prime Minister of the XIV<br />

Constitutional Government;<br />

• September of 2000 to December of 2000 – Minister of Youth and Sport of the XIV<br />

Constitutional Government;<br />

• 2001/2005 – Manager and Coordinator-Manager at Caixa Geral de Depósitos, S.A.;<br />

• 2005/2008 – Member of the Board of Directors of CAIXATEC – Tecnologias de Comunicação, S.A.;<br />

• 2005/2008 – Member of the Board of Directors of CAIXA PARTICIPAÇÕES, SGPS, S.A.;<br />

• 2005/2008 – Chairman of the Board of Directors of SOGRUPO, IV – Gestão de Imóveis, S.A.;<br />

• 2005/2008 – Chairman of the Board of Directors of IMOCAIXA, S.A.;<br />

• 2005/2008 – Member of the Board of Directors of Caixa Geral de Depósitos, S.A.;<br />

• 2006/2008 – Member of the Board of Directors of Portugal Telecom, SGPS, S.A.;<br />

• February to December 2008 – Manager of <strong>BCP</strong> Participações Financeiras, SGPS, Sociedade<br />

Unipessoal, Lda.;<br />

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308 Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report<br />

Paulo José de Ribeiro Moita de Macedo<br />

Personal data:<br />

• Date of Birth: 14 July 1963;<br />

• Place of Birth: Lisboa;<br />

• Nationality: Portuguese;<br />

• Position: Vice-Chairman of the Executive Board of Directors;<br />

• Beginning of functions: 16 January 2008;<br />

• Term-of-office: 2008/2010.<br />

Management Positions presently held in Companies of the Group:<br />

In Portugal:<br />

• Manager of <strong>BCP</strong> Internacional II, Sociedade Unipessoal, SGPS, Lda.;<br />

• Member of the Board of Directors of <strong>Millennium</strong> <strong>bcp</strong> – Prestação de Serviços, ACE;<br />

• Vice-Chairman of the Board of Directors of Fundação <strong>Millennium</strong> <strong>bcp</strong>.<br />

Abroad:<br />

• Member of the Supervisory Board of Bank <strong>Millennium</strong>, S.A. (Poland);<br />

• Member of the Board of Directors of <strong>BCP</strong> Holdings (USA), Inc. (USA).<br />

Functions within the organizational framework of the Group:<br />

• Banking Services Coordination Committee.<br />

Direct Responsibilities:<br />

• Corporate Centre;<br />

• Accounting;<br />

• Investor Relations;<br />

• Risk Office;<br />

• Compliance Office;<br />

• Credit Recovery;<br />

• Legal Department.<br />

Academic Education:<br />

• 1986 – Licentiate Degree in Corporate Organization and Management at the School of<br />

Economics of Universidade Técnica de Lisboa;<br />

• 1986/1991 – Trainee Lecturer at the School of Economics and Management of Universidade<br />

Técnica de Lisboa – Management Department;<br />

• 2001 – Company’s Senior Management Programme – AESE;<br />

• 1991/2002 – Guest Lecturer at the School of Economics and Management of Universidade<br />

Técnica de Lisboa – Management Department;


Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report 3<strong>09</strong><br />

– Teacher of the Post-Graduate Degree on Tax Matters at the Instituto de Estudos<br />

Superiores Financeiros e Fiscais (School of Tax and Financial Studies);<br />

– Teacher of the Post-Graduate Degree on Management of Banks and Insurance<br />

Companies at the School of Economics and Management of Universidade Técnica<br />

de Lisboa;<br />

– Teacher of the Post-Graduate Degree on Management of Banks and Insurance<br />

Companies at the School of Economics and Management of Universidade Técnica<br />

de Lisboa;<br />

– Teacher of the MBA of AESE.<br />

Professional Experience:<br />

• September of 1986/September of 1993 – Arthur Andersen (a company that, from August<br />

2002 onwards merged its activities in Portugal with Deloitte, Portugal), Tax Advising Division,<br />

Assistant, Senior Assistant and Manager;<br />

• September of 1993/1998 – Banco Comercial Português, S.A., having performed the following<br />

functions:<br />

– Manager – Strategic Marketing Unit;<br />

– Manager – Credit Cards Commercial Department;<br />

– Manager – Marketing of the Trade and Entrepreneurs Network;<br />

– Manager – Corporate Centre;<br />

– Manager – Euro Cabinet.<br />

• 1998/2000 – Director of Comercial Leasing, S.A.;<br />

• 2000/2001 – Director of Interbanco, S.A.;<br />

• 2001/2004 – Member of the Board of Directors of Companhia Portuguesa de Seguros de<br />

Saúde, S.A. (Médis);<br />

• 2003/2004 – Member of the Management Commission of Seguros e Pensões, SGPS, S.A.;<br />

• May of 2004 to July of 2007 – Tax General Director and Chairman of the Tax Administration Board;<br />

• August of 2007 to January of 2008 – Senior Manager of Banco Comercial Português, S.A., in<br />

charge of the implementation of the <strong>Millennium</strong> 2010 Program;<br />

• February to December of 2008 – Manager of <strong>BCP</strong> Participações Financeiras, SGPS, Sociedade<br />

Unipessoal, Lda.<br />

Other Activities:<br />

• 1994/1996 – Member of the Tax Reform Commission;<br />

• 1997 – Member of the Work Group for the Re-Assessment of Tax Benefits.


310 Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report<br />

José João Guilherme<br />

Personal data:<br />

• Date of Birth: 16 June 1957;<br />

• Place of Birth: Coruche;<br />

• Nationality: Portuguese;<br />

• Position: Member of the Executive Board of Directors;<br />

• Beginning of functions: 16 January 2008;<br />

• Term-of-office: 2008/2010.<br />

Management Positions presently held in Companies of the Group:<br />

In Portugal:<br />

• Chairman of the Board of Directors of Banco <strong>Millennium</strong> <strong>bcp</strong> Investimento, S.A.;<br />

• Chairman of the Board of Directors of Banco Activobank (Portugal), S.A.;<br />

• Manager of <strong>BCP</strong> Internacional II, Sociedade Unipessoal, SGPS, Lda.;<br />

• Member of the Board of Directors of <strong>Millennium</strong> <strong>bcp</strong> – Prestação de Serviços, ACE;<br />

• Member of the Board of Directors of Fundação <strong>Millennium</strong> <strong>bcp</strong>.<br />

Abroad:<br />

• Member of the Board of Directors of <strong>BCP</strong> Holdings (USA), Inc. (USA).<br />

Current positions outside the Group:<br />

• Member of Executive Board of the ELO – Portuguese Association for the Economical<br />

Development and Cooperation, representing Banco Comercial Português, S.A.;<br />

• Member of the Board of Directors of the Fund PVCi – Portugal Venture Capital Initiative as<br />

representative of <strong>BCP</strong> Internacional II.<br />

Functions within the organizational framework of the Group:<br />

• Retail Coordination Committee;<br />

• Corporate and Companies Coordination Committee.<br />

Direct Responsibilities:<br />

• Investment Banking;<br />

• International Division;<br />

• Innovation and Commercial Promotion Department;<br />

• Commercial Management Information (DIGAC) ;<br />

• ActivoBank7;<br />

• Financial Stakes and Valuation Department.<br />

Academic Education:<br />

• 1981 – Licentiate degree in Economics from the Portuguese Catholic University.<br />

Professional Experience:<br />

• 1990/1994 – Manager of Banco Comercial Português de Investimento, S.A.;<br />

• 1991/1994 – Non-executive Director of CISF RISCO Companhia de Capital de Risco, S.A.;<br />

• 1995 – Coordination Department – South, of NOVAREDE;<br />

• 1998/2001 – Member of the Board of Directors of Big Bank Gdansk S.A.;<br />

• 2000/2001 – Member of the Supervisory Board of the company Polcard (Poland), in the credit<br />

card business;


• 2001/2005 – Member of the Board of Directors of Ocidental – Companhia Portuguesa de<br />

Seguros, S.A.;<br />

• 2001/2005 – Member of the Board of Directors of Ocidental Vida Companhia de Seguros, S.A.;<br />

• 2002/2005 – Member of the Board of Directors of Seguro Directo Companhia de Seguros, S.A.;<br />

• 2003/2005 – Member of the Board of Directors of Seguros & Pensões SGPS;<br />

• 2005/2006 – General Manager of Banco Comercial Português, S.A.;<br />

• October of 2007/March of 2008 – Chairman of the Board of Directors of <strong>Millennium</strong> <strong>bcp</strong><br />

Teleserviços – Serviços de Comércio Electrónico, S.A.;<br />

• October of 2007 to May of 2008 – Member of the Board of Directors of <strong>Millennium</strong> <strong>bcp</strong><br />

Gestão de Fundos de Investimento, S.A.;<br />

• February to December of 2008 – Manager of <strong>BCP</strong> Participações Financeiras, SGPS.<br />

Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report 311


312 Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report<br />

Nelson Ricardo Bessa Machado<br />

Personal data:<br />

• Date of Birth: 15 September 1959;<br />

• Place of Birth: Oporto;<br />

• Nationality: Portuguese;<br />

• Position: Member of the Executive Board of Directors;<br />

• Beginning of functions: 16 January 2008;<br />

• Term-of-office: 2008/2010.<br />

Management Positions presently held in Companies of the Group:<br />

• Manager of <strong>BCP</strong> Internacional II, Sociedade Unipessoal, SGPS, Lda.;<br />

• Member of the Board of Directors of <strong>Millennium</strong> <strong>bcp</strong> – Prestação de Serviços, ACE;<br />

• Member of the Board of Directors of Fundação <strong>Millennium</strong> <strong>bcp</strong>;<br />

• Vice-Chairman of the Board of Directors of <strong>Millennium</strong> <strong>bcp</strong> Fortis Grupo Segurador, SGPS, S.A.;<br />

• Vice-Chairman of the Board of Directors of Médis – Companhia Portuguesa de Seguros de<br />

Saúde, S.A.;<br />

• Vice-Chairman of the Board of Directors of Ocidental – Companhia Portuguesa de Seguros,<br />

S.A.;<br />

• Vice-Chairman of the Board of Directors of Ocidental – Companhia Portuguesa de Seguros<br />

de Vida, S.A.;<br />

• Vice-Chairman of the Board of Directors of Pensões Gere – Sociedade Gestora de Fundos de<br />

Pensões, S.A.<br />

Abroad:<br />

• Member of the Supervisory Board of Bank <strong>Millennium</strong>, S.A. (Poland);<br />

• Vice-Chairman of the “Conseil de Surveillance” of Banque <strong>BCP</strong>, S.A.S. (France);<br />

• Member of the Board of Directors of <strong>Millennium</strong> Bank, SA (Greece);<br />

• Member of the Board of Directors of <strong>BCP</strong> Holdings (USA), Inc. (USA).<br />

Functions within the organizational framework of the Group:<br />

• Retail Coordination Committee;<br />

• Private Banking and Asset Management Coordination Committee;<br />

• European Banking Coordination Committee.<br />

Direct Responsibilities:<br />

• Retail Network (Portugal);<br />

• Direct Bank Division;<br />

• Insurances.<br />

Academic Education:<br />

• 1982 – Licentiate Degree in Economics from the School of Economics of the University of Oporto;<br />

• 1982/83 to 1986/87 – Lecturer in the Faculty of Economics of Oporto;<br />

• 1987/88 – Guest lecturer in the Faculty of Engineering.


Professional Experience:<br />

• September of 1982 to June of 1983 – Department for Economic and Marketing Studies of<br />

Banco Português do Atlântico (6 months in the Centre for Studies and Marketing);<br />

• June of 1984 to February of 1987 – Industrial Association of Oporto, in the Department for<br />

Economic Studies, between January and October 1986 as interim Deputy General Secretary;<br />

• March of 1987 – Returns to BPA to the Corporate Studies Department of DEMP;<br />

• January of 1988 – Commercial Manager of PRAEMIUM – Sociedade Gestora de Fundos de<br />

Pensões, in charge of launching of the Pension Funds;<br />

• March of 1989 – Deputy Director of PRAEMIUM;<br />

• 1991 – Member of the Board of Directors of BPAVIDA, S.A.;<br />

• 1996 – Head of the Direct Banking Department of BPA;<br />

• 1996 – Head of the Project “In Store Banking” leading to the opening of Banco Expresso<br />

Atlântico;<br />

• November of 1996 – Coordinating Manager of NovaRede – North;<br />

• October of 1997 to October of 2000 – additionally Head of Project NRSECXXI;<br />

• December of 2000 to February of 2000 – Member of the Board of Directors of Crédibanco<br />

– Banco de Crédito Pessoal, S.A.;<br />

• October of 2001 to February of 2002 – Member of the Board of Directors of Leasefactor, SGPS, S.A.;<br />

• March of 2002 to June of 2003 – Director of Interamerican Life Insurance Company – the largest<br />

life and health insurance company in Greece;<br />

• July of 2003 to July of 2006 – Director and General Manager of NovaBank (later <strong>Millennium</strong> bank)<br />

in Greece;<br />

• July of 2003 to July of 2006 – Non-executive Director of Bank Europa (later Milennium bank<br />

Turkey);<br />

• August of 2006 to January of 2008 – General Manager of <strong>Millennium</strong>Bcp with the functions of<br />

Coordinating Manager of one of the retail coordination areas;<br />

• February to December of 2008 – Manager of <strong>BCP</strong> Participações Financeiras, SGPS, Sociedade<br />

Unipessoal, Lda.<br />

Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report 313


314 Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report<br />

Luís Maria França de Castro Pereira Coutinho<br />

Personal data:<br />

• Date of Birth: 2 March 1962;<br />

• Place of Birth: Lisboa;<br />

• Nationality: Portuguese;<br />

• Position: Member of the Executive Board of Directors;<br />

• Beginning of functions: 16 January 2008;<br />

• Term-of-office: 2008/2010.<br />

Management Positions presently held in Companies of the Group:<br />

In Portugal:<br />

• Member of the Board of Directors of Banco Activobank (Portugal), S.A.;<br />

• Manager of <strong>BCP</strong> Internacional II, Sociedade Unipessoal, SGPS, Lda.;<br />

• Member of the Board of Directors of <strong>Millennium</strong> <strong>bcp</strong> – Prestação de Serviços, ACE;<br />

• Member of the Board of Directors of Fundação <strong>Millennium</strong> <strong>bcp</strong>.<br />

Abroad:<br />

• Vice Chairman of the Executive Board of Directors of Bank <strong>Millennium</strong> (Poland);<br />

• Member of the Supervisory Board of <strong>Millennium</strong> Leasing Sp. Z.o.o. (Poland);<br />

• Member of the Supervisory Board of <strong>Millennium</strong> Dom Maklerski S.A. (Poland);<br />

• Member of the Supervisory Board of <strong>Millennium</strong> Lease Sp. Z.o.o. (Poland);<br />

• Chairman of the Board of Directors of Banque Privée <strong>BCP</strong> (Suisse), S.A.;<br />

• Vice-Chairman of the Board of Directors of <strong>Millennium</strong> Bank, S.A. (Greece):<br />

• Chairman of the Board of Directors of <strong>BCP</strong> Holdings (USA), Inc. (USA).<br />

Functions within the organizational framework of the Group:<br />

• Private Banking and Asset Management Coordination Committee;<br />

• European Banking Coordination Committee.<br />

Direct Responsibilities:<br />

• Bank <strong>Millennium</strong> (Poland);<br />

• <strong>Millennium</strong> bank (Greece);<br />

• Banca <strong>Millennium</strong> (Romania);<br />

• <strong>Millennium</strong> bank (Turkey);<br />

• <strong>Millennium</strong> <strong>bcp</strong>bank (USA);<br />

• Private Banking;<br />

• <strong>Millennium</strong> Banque Privée (Switzerland);<br />

• WMU London;<br />

• Asset Management.<br />

Academic Education:<br />

• 1984 – Licentiate degree in Economics from the Universidade Católica Portuguesa (Portuguese<br />

Catholic University).


Professional Experience:<br />

• 1985/1988 – Responsible for the Dealing-Room of Credit Lyonnais (Portugal);<br />

• 1988/1991 – General Manager, Treasury and Capital Markets – Banco Central Hispano;<br />

• 1991/1993 – Member of the Board of Directors of Geofinança – Sociedade de Investimentos;<br />

• 1993/1998 – Member of the Executive Committee and of the Board of Directors of Banco<br />

Mello, S.A.;<br />

• 1998/2000 – Vice-Chairman of the Executive Committee and Member of the Board of<br />

Directors of Banco Mello;<br />

• 2000/2001 – General Manager of Banco Comercial Português, S.A.;<br />

• 2001/2003 – Head of the Office of the Chairman of the Board of Directors of Banco Comercial<br />

Português, S.A.;<br />

• 2003/2008 – Vice-Chairman of the Board of Directors of Bank <strong>Millennium</strong>, S.A. (Poland);<br />

• February to December of 2008 – Manager of <strong>BCP</strong> Participações Financeiras, SGPS, Sociedade<br />

Unipessoal, Lda.<br />

Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report 315


316 Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report<br />

Vítor Manuel Lopes Fernandes<br />

Personal data:<br />

• Date of Birth: 13. November 1963;<br />

• Place of Birth: Lisboa;<br />

• Nationality: Portuguese;<br />

• Position: Member of the Executive Board of Directors;<br />

• Beginning of functions: 16 January 2008;<br />

• Term-of-office: 2008/2010.<br />

Management Positions presently held in Companies of the Group:<br />

In Portugal:<br />

• Manager of <strong>BCP</strong> Internacional II, Sociedade Unipessoal, SGPS, Lda.;<br />

• Member of the Board of Directors of <strong>Millennium</strong> <strong>bcp</strong> – Prestação de Serviços, ACE;<br />

• Member of the Board of Directors of Fundação <strong>Millennium</strong> <strong>bcp</strong>.<br />

Abroad:<br />

• Member of the Supervisory Board of Bank <strong>Millennium</strong>, S.A. (Poland);<br />

• Member of the Board of Directors of <strong>Millennium</strong> Bank, S.A. (Greece);<br />

• Member of the Board of Directors of <strong>BCP</strong> Holdings (USA), Inc. (USA).<br />

Current positions outside the Group:<br />

• Member of the Board of Directors of SIBS – Sociedade Interbancária de Serviços, S.A., as<br />

representative of Banco Comercial Português, S.A.<br />

Functions within the organizational framework of the Group:<br />

• Banking Services Coordination Committee.<br />

Direct Responsibilities:<br />

• IT<br />

• Management Planning and Control (IT);<br />

• Operations Department;<br />

• Credit Department;<br />

• Quality and Processes;<br />

• Tax.<br />

Number of shares of Banco Comercial Português, S.A. held on 30 April 2008:<br />

• 20,000.<br />

Academic Education:<br />

• 1986 – Licentiate Degree in Business Management from the Faculty of Human Sciences of<br />

Universidade Católica Portuguesa (Portuguese Catholic University);<br />

• Chartered Accountant since 1992, registered in the Ordem dos Revisores Oficiais de Contas<br />

(Portuguese Chartered Accountants Association).


Professional Experience:<br />

• 1986/1992 – Arthur Andersen, S.A., as Manager between 1990 and 1992.<br />

• 1992/September of 2002 – Insurance Company Mundial – Confiança:<br />

– July to October of 1992 – Advisor to the Board of Directors;<br />

– October of 1992 to June of 1993 – Audit Manager;<br />

– June of 1993 to March of 1995 – Technical General Manager;<br />

– 31 of March 1995 to 17 June of 1999 – Director;<br />

– June of 1999 to June of 2000 – Chairman;<br />

– June of 2000 – Vice-Chairman;<br />

– April of 2001 to September of 2002 – Chairman;<br />

• April of 2000 to March of 2001 – Director of the insurance company Fidelidade;<br />

• April of 2001 to September of 2002 – Chairman of the insurance company Fidelidade;<br />

• June of 2000 to December of 2007 – Member of the Board of Directors of Caixa Geral de<br />

Depósitos, S.A.;<br />

• 2002/2007 – Chairman of the insurance company Fidelidade Mundial, S.A.;<br />

• January of 2005 to December of 2007 – Chairman of the insurance company Império Bonança<br />

– Companhia de Seguros, S.A.;<br />

• July of 2005 to December of 2007 – Vice-Chairman of Caixa Seguros, SGPS, S.A.;<br />

• January of 2005 to December of 2007 – Chairman of Império Bonança, SGPS, S.A.;<br />

• February of 2006 to December of 2007 – Chairman of SOGRUPO, SGPS, S.A.;<br />

• February to December of 2008 – Manager of <strong>BCP</strong> Participações Financeiras, SGPS, Sociedade<br />

Unipessoal, Lda.<br />

Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report 317


318 Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report<br />

Curricula Vitae of the Members of the Supervisory Board<br />

of Banco Comercial Português, S.A.,<br />

Gijsbert J. Swalef<br />

Age: 68 years old.<br />

António Manuel Ferreira da Costa Gonçalves<br />

Age: 68 years old.<br />

Annex VI<br />

Current position in the Group: Vice-Chairman of the Supervisory Board and Vice-Chairman of<br />

the Senior Board of Banco Comercial Português, S.A.<br />

Academic qualifications: degree in Economics at Columbia University in 1964 and in Textile<br />

Engineering at Pennsylvania Textile Institute in 1966.<br />

Professional experience: promoting and founding member of Sociedade Portuguesa de<br />

Investimentos, of which he was Vice-Chairman of the General Council, Vice-Chairman of the Senior<br />

Board of Banco Comercial Português, S.A from 1996 to March 2005, and founding member of<br />

COTEC Portugal, Fundação de Serralves and Casa da Música. He is currently Chairman of the<br />

Board of Directors of the companies comprising Grupo Têxtil Manuel Gonçalves.<br />

António Luís Guerra Nunes Mexia<br />

Age: 51 years old.<br />

Current position in the Group: Voting Member of the Supervisory Board of Banco Comercial<br />

Português, S.A. since the General Meeting of 15 January 2008.<br />

Current position in the Group: Vice-Chairman of the Supervisory Board of Banco Comercial<br />

Português, S.A. since March 2006, holding the position of Chairman since 1st January 2008, following<br />

the resignation of Jorge Jardim Gonçalves.<br />

Academic qualifications: various diplomas from Business Management higher education institutions in<br />

Holland, his place of birth, and abroad.<br />

Professional experience: his career began in the insurance sector in 1957, having been involved<br />

in the foundation of the company Equity & Law in 1970, of which he was a director. In 1989 he<br />

was elected Chairman of the Board of Directors of Centraal Beheer and Chairman of the Board<br />

of Directors of the Achmea Group, a company that resulted from the merger of Centraal Beheer<br />

with various other institutions, a position held up to April 2000. Chairman of the Board of Directors<br />

of Eureko B.V. from December 2002 to October 2005. Among other positions, he was chairman<br />

and vice-chairman of the Comité Européen des Assurances (CEA) Paris, chairman of the<br />

Supervisory Board of Conyplex B.V., NV Bank voor de Bouwnijverheid and member of the board<br />

of directors of Koningin Juliana tot Steun Foundation and of Yura International Holding, B.V. He<br />

is currently Chairman of the Executive Board of the Association Achmea and of the<br />

Administratiekantoor Achmea, Zeist Foundation.


Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report 319<br />

Academic qualifications and experience: degree in Economics in 1979 at Geneva University.<br />

From 1979 to 1981, he was Assistant at the Economics Department of Geneva University.<br />

From 1985 to 1989, he was a post-graduate lecturer of European Studies at Universidade<br />

Católica and Regent at Universidade Nova and Universidade Católica where he lectured<br />

from 1982 to 1995.<br />

Professional experience: From 1986 to 1989, he was Deputy Secretary of State for External<br />

Trade. In 1989, he held the position of Deputy Chairman of the Board of Directors of ICEP<br />

– Instituto do Comércio Externo, responsible for Foreign Investment. From 1990 to 1998, he<br />

was a Director at Banco Espírito Santo de Investimento, responsible for the areas of Capital<br />

Markets, Brokerage and Project Finance. In 1998, he was appointed Chairman of the Boards<br />

of Directors of GDP – Gás de Portugal and Transgás. In 2000, he was Vice-Chairman of the<br />

Board of Directors of Galp Energia, being Executive Chairman from 2001 to 2004. From 2001<br />

to 2004, he was also Chairman of the Boards of Directors of Petrogal – Petróleos de Portugal,<br />

GDP – Gás de Portugal, Trangás and Trangás-Atlântico. In 2004, he was appointed Minister for<br />

Public Works, Transport and Communications of the XVI Constitutional Government. He was<br />

also Chairman of APE – Associação Industrial Portuguesa de Energia from 1999 to 2002,<br />

member of the Trilateral Committee from 1992 to 1998, Deputy Chairman of AIP –<br />

Associação Industrial Portuguesa and Chairman of the General Council of Ambelis, as well as<br />

Representative of the Portuguese Government at the European Union in the working party<br />

for the development of trans-European networks. He is currently Chairman of the Executive<br />

Board of Directors of EDP – Energias de Portugal, EDP – Energias do Brasil, EDP – Estudos<br />

e Consultadoria, positions that he held since March 2006. He is also non-executive Director<br />

at Aquapura – Hotels Resort & SPA.<br />

Francisco de la Fuente Sánchez<br />

Age: 66 years old.<br />

Current position in the Group: Voting Member of the Supervisory Board of Banco Comercial<br />

Português, S.A. since March 2006, Chairman of the Corporate Governance Committee and Vice-<br />

Chairman of the Nominations and Remunerations Committee since 2007.<br />

Academic qualifications: degree in Electrical Engineering in 1965 at Instituto Superior Técnico.<br />

Professional experience: his career began in the Joint Gas and Electricity Companies. He has been<br />

a Director at companies of the EDP Group since 1994, from 1997 to 2000 he was a Voting Member<br />

of the Board of Directors of EDP when he held the position of non-executive director at<br />

Companhia de Electricidade do Rio de Janeiro, S.A. (Brazil) and EBE – Empresa Bandeirante de<br />

Energia, S.A. (Brazil). From 2000 to 2003 he was Chairman of the Executive Committee of EDP, from<br />

2002 to 2005 he was a Director at Hidroeléctrica del Cantábrico, S.A. and from 2003 to 2005 he<br />

was Director of the Business Council for Sustainable Development (Portugal) and Director of the<br />

Forum for Competitiveness. From 2000 to 2006, he was Chairman of the Board of Directors of<br />

EDP. Currently holds the position of Chairman of the Board of Directors of Fundação EDP, nonexecutive<br />

Director of Fundação Portugal-África and Chairman of the General Board of Proforum.<br />

Member of the Advisory Council of the Portuguese Association for the Development of<br />

Communications, honorary member of the Business Council for Sustainable Development<br />

(Portugal), member of the Council of Curators of the Luso-Brazilian Foundation and of the Luso-


320 Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report<br />

José Eduardo de Faria Neiva Santos<br />

Age: 71 years old.<br />

Spanish Foundation, member of the Advisory Board of the Portuguese Institute of Corporate<br />

Governance, member of the Consultative Council of the Forum for Competitiveness, Chairman<br />

of the Board of Directors of EFACEC and non-executive Director of Sonae Capital S.A.<br />

João Alberto Ferreira Pinto Basto<br />

Age: 77 years old.<br />

Current position in the Group: Voting Member of the Supervisory Board of Banco Comercial<br />

Português, S.A. since March 2006, Chairman of the Nominations and Remunerations Committee<br />

and Vice-Chairman of the Corporate Governance Committee.<br />

Academic qualifications: Medical degree in 1958 by Lisbon University.<br />

Current position in the Group: Voting Member of the Supervisory Board of Banco Comercial<br />

Português, S.A. since July 2007 and member of the committee for financial matters (Audit and Risk<br />

Committee). Effective Statutory Auditor of <strong>BCP</strong> Internacional II, Sociedade Unipessoal, SGPS, Lda.<br />

Academic qualifications: degree in Economics in 1963 at Universidade de Economia do Porto;<br />

became a Chartered Accountant in 1964 and a Statutory Auditor in 1974.<br />

Professional experience: held the positions of Voting Member of the Board of Auditors and<br />

Statutory Auditor in various companies including Banco Comercial Português (1985-2006),<br />

Banco Português do Atlântico (1995-2000), Salvador Caetano – Comércio de Automóveis, S.A.,<br />

L.J. Carregosa, Sociedade Financeira de Corretagem, S.A. (1994-2005), amongst others. Voting<br />

Member of the Board of Auditors and Statutory Auditor of various companies.<br />

Keith Satchell<br />

Age: 57 years old.<br />

Current position in the Group: Member of the Supervisory Board of Banco Comercial Português,<br />

S.A. since March 2006 and member of the Nomination and Remunerations Committee.<br />

Academic qualifications: Bachelors’ degree in Science at Ashton University in Birmingham in 1972.<br />

Professional experience: began his career at Duncan C. Fraser (currently part of Mercers) where<br />

he worked from 1972 to 1975, he worked at UK Provident from 1975 to 1986, when he took a<br />

managerial position at Friends Provident plc.. He was Chief Executive of Friends Provident plc<br />

between 1997 and 2006, and Chairman of the British Association of Insurers between 2005 and<br />

2007. Since 2006 he is advisor a consultant to Goldman Sachs and non-executive Chairman of the<br />

Barnett Waddingham (actuaries and consultants).<br />

Professional experience: Chairman of the Board of Directors of the companies of the Vista Alegre<br />

Group from 1980 to 1997. From 1997 to 2005, he was also Director of Pinto Basto, SGPS, S.A.


Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report 321<br />

Luís Francisco Valente de Oliveira<br />

Age: 71 years old.<br />

Current position in the Group: Voting Member of the Supervisory Board of Banco Comercial<br />

Português, S.A. since March 2006 and Chairman of the committee for financial matters (Audit and<br />

Risk Committee).<br />

Academic qualifications and experience: degree in Civil Engineering in 1961 at Porto University,<br />

where he completed a Doctorate in the same area in 1973. He became a Professor at Porto<br />

University in 1980 where he lectured until 1997.<br />

Professional experience: from 1973 to 1975 he was Director of the Technical Office of the<br />

Planning Commission of the Northern Region. From 1977 to 1978 he held the government<br />

position of Minister for Education and Scientific Research and from 1985 to 1995 of Minister for<br />

Territorial Planning and Administration, he returned to the Government in 2002/2003 as Minister<br />

of Public Works, Transport and Housing. From 1985 to 2002 he was Chairman of the Board of<br />

the General Meeting of Banco Comercial Português, S.A., from 1995 to 2002 he was Member<br />

of the Board of Directors of Fundação D. Manuel II and from 1998 to 2000 Member of the<br />

Board of Directors of Fundação de Serralves. He is currently Director of the Portuguese<br />

Entrepreneurial Association, Member of the Board of Trustees of Fundação Luso-Americana,<br />

Chairman of the Board of the General Meeting of Mesquita & Filhos, S.A. and Independent<br />

Director of Mota Engil.<br />

Luís de Melo Champalimaud<br />

Age: 56 years old.<br />

Current position in the Group: Member of the Supervisory Board of Banco Comercial Português,<br />

S.A. since March 2006; Member of the Corporate Governance Committee and member of the<br />

Remunerations and Welfare Board of Banco Comercial Português S.A. since May 2008.<br />

Academic qualifications: attended the course in Economics at Instituto Superior de Economia<br />

e Sociologia de Évora.<br />

Professional experience: Director of Sales of Cimentos Liz, S.A. (former Soeicom S.A.), from 1975<br />

to 1982, after which he became Chief Executive Officer of the company and later Vice-Chairman<br />

of the Board of Directors with non-executive functions in 1992. This position was held until 2000.<br />

From 1992 to 1993 he was also a Director at the insurance company Mundial-Confiança, S.A., and<br />

Chairman of the company from 1993 to 1995. From 1995 to 2000 he was Chairman of Banco<br />

Pinto & Sotto Mayor, a position accumulated, between 1996 and 2000, with that of Chairman of<br />

Banco Chemical and from 1997 to 2000, with that of Chairman of the banks Totta & Açores and<br />

Crédito Predial Português. Chairman of the Advisory Board of Cimentos Liz, S.A. since 2005 and<br />

in the 2004/2006 three year period he held the position of non-executive Director at Portugal<br />

Telecom, SGPS, S.A., he is currently Chairman of the Board of Directors of Confiança Participações,<br />

SGPS, Chairman of the Supervisory Board of Tracção, S.A. (Brasil) and Chairman of the Supervisory<br />

Board the Company Cimentos de Liz, S.A.Cimentos de Liz, S.A. (Brasil).


322 Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report<br />

Manuel Domingos Vicente<br />

Age: 52 years old.<br />

Current position in the Group: Voting Member of the Supervisory Board of Banco Comercial<br />

Português, S.A. since the General Meeting of 15 January 2008.<br />

Academic qualifications: degree in Electronic Engineering specialised in power systems, at<br />

Universidade Agostinho Neto.<br />

Professional experience: held positions of responsibility as Chief Engineer, Head of the SONEFE<br />

Projects Department from 1981 to 1987, and Head of the Technical Department of the Ministry<br />

for Energy and Oil from 1987 to 1991, having been appointed Deputy General Manager of<br />

Sonangol U.E.E. in 1991. He is currently Chairman of Sonangol, Chairman of the Board of the<br />

General Meeting of UNITEL, consultant of GAMEK, Chairman of the Luanda Base Management<br />

Committee and Vice-Chairman of Fundação Eduardo dos Santos (FESA).<br />

Mário Branco Trindade<br />

Age: 72 years old.<br />

Current position in the Group: Voting Member of the Supervisory Board of Banco Comercial<br />

Português, S.A. Currently Voting Member of the Board of Auditors – Statutory Auditors of Banco<br />

<strong>Millennium</strong> <strong>bcp</strong> Investimento, S.A. and Statutory Auditor in various companies.<br />

Academic qualifications: degree in Economics in 1962 at Universidade de Economia do Porto;<br />

became a Chartered Accountant in 1965 and a Statutory Auditor in 1974.<br />

Professional experience<br />

• Voting Member of the Board of Auditors – Statutory Auditor:<br />

• Banco Comercial Português (1985-2006);<br />

• Banco <strong>Millennium</strong> <strong>bcp</strong> Investimento S.A. (1993-2008);<br />

• Banco Português do Atlântico (1995-2000).<br />

Other companies Single Auditor – Statutory Auditor:<br />

• Salvador Caetano – Comércio de Automóveis, S.A. (1981-2001);<br />

• L.J.Carregosa – Sociedade Financeira de Corretagem, S.A. (1994-2005);<br />

• Cª Editora do Minho, S.A. (1982-2003);<br />

• Chairman of the Audit Board – not as Statutory Auditor;<br />

• Cofipsa – S.G.P.S., S.A. (1989-1996);<br />

• Sociedade Portuguesa de Leasing, S.A. (1989-1996).


Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report 323<br />

Ângelo Ludgero da Silva Marques<br />

Age: 70 years old.<br />

Current position in the Group: Alternate Voting Member of the Supervisory Board of Banco<br />

Comercial Português, S.A. since the General Meeting of 15 January 2008, and Expert Member<br />

of the Nominations Committee.<br />

Academic qualifications: degree in Mechanical Engineering in 1968 at Porto University.<br />

Professional Experience: Chairman of the Board of Directors of LUDAMARK, SGPS, Director<br />

of ENERVENTO – Energias Renováveis, Manager of Earth Life and Manager of GooSun,Lda.<br />

Presently he is Chairman of of the Boards of Directors of CIFIAL SGPS, CIFIAL – Centro Industrial<br />

de Ferragens, CIFIAL – Fundição e Tecnologia, CIFIAL Torneiras, CIFIAL – Indústria Cerâmica,<br />

Manager of CIFIAL SI – Serviços de Consultadoria e Informação, and Chairman of the General<br />

Meeting of AEP – Associação Empresarial de Portugal.


324 Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report<br />

Annex VII<br />

Shareholder and bondholder position of the members of management and supervision bodies<br />

Changes during 2008<br />

Shareholders / Bondholders<br />

Security<br />

Number of securities at<br />

31-12-2008 31-12-2007<br />

Acquisitions<br />

Disposals<br />

Date<br />

Unit<br />

Price<br />

Euros<br />

Members of Coporate Boards<br />

Armando Vara <strong>BCP</strong> shares 10,000 0 10,000 18-Apr-08 1.84<br />

Paulo José Ribeiro Moita Macedo <strong>BCP</strong> shares 259,994 200,001 59,993 (a) 05-May-08 1.20<br />

Luis Maria França de Castro<br />

Pereira Coutinho <strong>BCP</strong> shares 247,288 190,228 4 (b) 10-Apr-08 2.00<br />

57,060 (a) 24-Apr-08 1.20<br />

Vitor Manuel Lopes Fernandes <strong>BCP</strong> shares 20,000 0 12,500 (e) 07-Apr-08 2.12<br />

12,500 (c) 07-Apr-08 0.10<br />

3,749 (a) 24-Apr-08 1.20<br />

64 (a) 29-Apr-08 1.20<br />

3,687 02-Jun-08 1.62<br />

José João Guilherme <strong>BCP</strong> shares 51,000 50,500 500 22-Jan-08 2.08<br />

51,000 (b) 16-jan-08 0.20<br />

Nelson Ricardo Bessa Machado <strong>BCP</strong> shares 259,992 200,000 2 (b) 15-Apr-08 0.25<br />

59,992 (a) 24-Apr-08 1.20<br />

Members of Supervisor Board<br />

Gijsbert Swalef <strong>BCP</strong> shares 282,633 217,416 65,217 (a) 24-Apr-08 1.20<br />

Ângelo Ludgero da Silva Marques <strong>BCP</strong> shares 1,765,013 357,740 1,000,000 17-Apr-08 2.74<br />

407,273 (a) 24-Apr-08 1.20<br />

<strong>BCP</strong> Finance Company 5,543 PCT Eur 2,500 2,500<br />

António Luís Guerra Nunes Mexia <strong>BCP</strong> shares 1,299 1,000 3 (b) 17-Apr-08 0.18<br />

299 (a) 24-Apr-08 1.20<br />

António Manuel Ferreira<br />

da Costa Gonçalves <strong>BCP</strong> shares 4,440,807 4,015,577 1,204,530 (a) 24-Apr-08 1.20<br />

74,182 24-Apr-08 1.85<br />

725,818 28-Apr-08 1.86<br />

20,700 (a) 29-Apr-08 1.20<br />

Bcp Obrg Cx Sup Inv Mill II 12/10 2,000 2.000<br />

Francisco de la Fuente Sánchez <strong>BCP</strong> shares 2,313 1,780 533 (a) 29-Apr-08 1.20<br />

<strong>BCP</strong> Bonds Cx Rend. Cresc. Fev 06/08 0 900 900 14-Feb-08 50<br />

<strong>BCP</strong> Bonds Cx TOP 6 Maio 06/08 0 1,000 1,000 <strong>09</strong>-May-08 50<br />

Bonds Cx Aforro Cresct 6% Set 2006/08 0 1,600 1,600 05-Sep-08 50<br />

<strong>BCP</strong> Bonds Cx Top 10 November 2006/2008 0 400 400 27-Nov-08 50<br />

<strong>BCP</strong> Ob Cx <strong>Millennium</strong> Cresc August 2010 500 500<br />

<strong>BCP</strong> Ob Cx Multi-Rend Europa Oct. 2010 1,500 1,500<br />

<strong>BCP</strong> Obg Cx Inv Selec. Mundial Nov 07/<strong>09</strong> 2,000 2,000<br />

<strong>BCP</strong> Obg Cx Inv. Especial 2007/20<strong>09</strong> 3.ª Em 300 300<br />

<strong>BCP</strong> Obg Cx Super Investimento Feb 08/11 1,000 0 1,000 (d) 12-Feb-08 50<br />

<strong>BCP</strong> Obg Cx Inv. Mercadorias March 08/11 1,500 0 1,500 (d) 25-Mar-08 50<br />

<strong>BCP</strong> Obg Cx Energias Renováveis 08/2011 1,000 0 1,000 (d) 17-Jun-08 50<br />

<strong>BCP</strong> Obg Cx Subordinadas 1.ª Série 1,600 0 1,600 (d) 26-Sep-08 50<br />

(continues)


Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report 325<br />

(continuation)<br />

Changes during 2008<br />

Shareholders / Bondholders<br />

Security<br />

Number of securities at<br />

31-12-2008 31-12-2007<br />

Acquisitions<br />

Disposals<br />

Date<br />

Unit<br />

Price<br />

Euros<br />

João Alberto Pinto Basto <strong>BCP</strong> shares 162,737 125,186 1 (b) 16-Apr-08 0.20<br />

37,551 (a) 24-Apr-08 1.20<br />

José Eduardo Faria Neiva dos Santos A<strong>BCP</strong> shares 1,383 1,000 304 (a) 24-Apr-08 1.20<br />

158 31-Jul-08 1.37<br />

2 04-Aug-08 1.12<br />

6 01-Sep-08 1.18<br />

93 <strong>09</strong>-Sep-08 1.25<br />

5 02-Ouc-08 1.11<br />

105 06-Ouc-08 1.02<br />

104 10-Ouc-08 0.93<br />

<strong>BCP</strong> Obg Cx Sup Aforro <strong>Millennium</strong> 1ª 2013 700 0 700 (d) 25-Mar-08 50.00<br />

<strong>BCP</strong> Obg Cx Sup Aforro Mil Sr B 1ª E 2013 500 0 500 (d) 28-Ouc-08 50.00<br />

Keith Satchell <strong>BCP</strong> shares 3,769 2,900 869 (a) 24-Apr-08 1.20<br />

Luís Francisco Valente de Oliveira <strong>BCP</strong> shares 81,775 62,659 18,795 (a) 24-Apr-08 1.20<br />

321 (a) 29-Apr-08 1.20<br />

Luís de Melo Champalimaud <strong>BCP</strong> shares 20,000 5,000 45,007 (e) 10-Apr-08 0.22<br />

1 (b) 10-Apr-08 0.22<br />

15,000 (a) 24-Apr-08 1.20<br />

Mário Branco Trindade <strong>BCP</strong> shares 53,620 41,085 12,324 (a) 24-Apr-08 1.20<br />

211 (a) 29-Apr-08 1.20<br />

Spouse and dependent children<br />

Alexandra Maria Ferreira C. Gonçalves <strong>BCP</strong> shares 290,868 170,000 50 04-Apr-08 2.11<br />

31,000 07-Apr-08 1.98<br />

51,007 (a) 24-Abr-08 1.20<br />

875 (a) 29-Apr-08 1.20<br />

15,036 22-Jul-08 1.13<br />

5,100 22-Sep-08 1.27<br />

45,000 25-Sep-08 1.19<br />

55,000 30-Sep-08 1.13<br />

50,000 07-Nov-08 0.90<br />

50,000 26-Nov-08 0.75<br />

<strong>BCP</strong> Ob Cx Inv. Especial 2007/20<strong>09</strong> 2.ª Em 1,000 0 1,000 (a) 04-Dec-07 50<br />

<strong>BCP</strong> Fin Ilin Wr Bask Enhanc X Eur Dec/10 80 0 80 (a) 14-Dec-07 1,000<br />

(a)<br />

Subscription of share increase of <strong>BCP</strong>.<br />

(b)<br />

Sale of subscription rights of share capital increase of <strong>BCP</strong>.<br />

(c)<br />

Subscription.<br />

(d)<br />

Subscription.<br />

(e)<br />

Internal Deposit / Internal Transfer.


326 Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report<br />

Annex VIII<br />

Press-Release<br />

Reuters><strong>bcp</strong>.Is Exchange>MCP Bloomberg><strong>bcp</strong> pl ISIN PT<strong>BCP</strong>0AM00007<br />

20<strong>09</strong>-02-17 <strong>Millennium</strong> <strong>bcp</strong> earnings release for 2008<br />

<br />

<br />

Consolidated net income of Euro 201.2 million in 2008, reflecting the<br />

depreciation in BPI shares. Excluding specific items consolidated net income<br />

totalled Euro 426.2 million (-27.4%);<br />

Operating income, on a comparable basis, increased 7.7% to Euro 2,851 million;<br />

Net interest income amounted Euro 1,721 million, up by 12%;<br />

<br />

<br />

Net commissions totalled Euro 740 million, down by 3.6%, on a comparable<br />

basis;<br />

Operating costs, excluding specific items, totalled Euro 1,681 million (+3.3%); in<br />

Portugal operating costs were reduced by 3.8%;<br />

Improvement in consolidated cost to income to 58.6% and in Portugal to 53.7%,<br />

on a comparable basis, down 1.7 p.p. and 3.6 p.p., respectively;<br />

<br />

<br />

Total assets grew 7.1% to Euro 94,424 million;<br />

Customers’ deposits increased 14.4% to Euro 44,907 million, growing 9.9% in<br />

Portugal and 27.3% in the international activity;<br />

Customers’ funds totalled Euro 66,264 million, up by 3.6%;<br />

Loans to customers, excluding loans represented by securities, increased 10,4%<br />

to Euro 73,849 million; activity in Portugal grew 6.6% and international activity<br />

grew 28.3%;<br />

Overdue loans by more than 90 days stood at 0.9% of total loans (0.7% in 2007);<br />

the coverage ratio stood at 211%;<br />

<br />

Own Funds amounted to Euro 7,057 million, an increase of 19.7%; Tier I stood at<br />

7.1% and solvency ratio at 10.5%;<br />

Proposed dividend of Euro 0.017 per share, representing a payout ratio of 40%.<br />

Investor Relations<br />

Pedro Esperança Martins<br />

Avenida Professor Doutor Cavaco Silva<br />

Edifício 1, Piso 0 B<br />

2744-002 PORTO SALVO<br />

Tel +351 211 131 080<br />

pmartins@millennium<strong>bcp</strong>.pt<br />

Corporate Communication<br />

Miguel Magalhães Duarte<br />

Rua São Julião, 149, Piso 2<br />

1100-063 LISBOA<br />

Tel +351 211 132 840<br />

miguel.duarte@millennium<strong>bcp</strong>.pt<br />

Specific items, in Euro million, net of tax<br />

2008 2007<br />

BPI: Impairment, take-over bid and merger project -232.6 -145.4<br />

Early retirements and cancelation of variable remuneration 7.5 -89.6<br />

Gains from the sale of shareholdings 272.6<br />

Other impairment and provisions (incl. potential regulatory charges) -61.1<br />

-225.1 -23.5<br />

Banco Comercial Português, S.A., a public company (sociedade aberta) having its registered office at Praça D. João I, 28, Oporto, registered<br />

at the Commercial Registry of Oporto, with the single commercial and tax identification number 501 525 882 and the share capital of<br />

EUR 4,694,600,000.00.<br />

1/24


Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report 327<br />

Press-Release<br />

Reuters><strong>bcp</strong>.Is Exchange>MCP Bloomberg><strong>bcp</strong> pl ISIN PT<strong>BCP</strong>0AM00007<br />

Financial Highlights<br />

Euro million 31 Dec. 08 31 Dec. 07<br />

Change<br />

08 / 07<br />

Balance sheet<br />

Total assets 94,424 88,166 7.1%<br />

Loans to customers (net) (1) 72,372 65,650 10.2%<br />

Total customers' funds (2) 66,264 63,953 3.6%<br />

Balance sheet customers' funds 51,682 45,355 13.9%<br />

Results<br />

Net interest income 1,721.0 1,537.3 12.0%<br />

Net operating revenues (3) 2,602.0 2,791.9 -6.8%<br />

Operating costs (4) 1,670.8 1,748.6 -4.4%<br />

Loan impairment provision 637.5 407.2 56.5%<br />

Loan recoveries 92.8 147.0 -36.9%<br />

Income taxes 84.0 69.6 20.7%<br />

Minority interests 56.8 55.4 2.7%<br />

Net income 201.2 563.4 -64.3%<br />

Net income excluding specific items (5) 426.2 586.8 -27.4%<br />

Profitability<br />

Net operating revenues / Average net assets (6) 2.8% 3.3%<br />

Return on average assets (ROA) (7) 0.4% 0.6%<br />

Income before taxes and minority interests / Average net assets (6) 0.4% 0.8%<br />

Return on average equity (ROE) (7) 8.3% 14.2%<br />

Income before taxes and minority interests / Average equity (6) 7.2% 17.2%<br />

Credit Quality<br />

Overdue loans/ Total loans (1)(6) 1.4% 1.0%<br />

Overdue loans, net / Total loans, net (1)(6) -0.7% -0.8%<br />

Impairment for loans losses / Overdue loans by more than 90 days (1) 211.1% 251.8%<br />

Impairment for loan losses / Overdue loans (1) 173.5% 220.4%<br />

Efficiency ratios<br />

Operating costs / Net operating revenues (6)(7) 58.6% 60.3%<br />

Operating costs / Net operating revenues (Portugal) (6)(7) 53.7% 57.3%<br />

Staff costs / Net operating revenues (6)(7) 32.2% 32.8%<br />

Capital<br />

Total regulatory capital (8) 7,057 5,897<br />

Risk-weighted assets (8) 67,426 61,687<br />

Tier I Solvency ratio (6) (8) 7.1% 5.5%<br />

Total Solvency ratio (6) (8) 10.5% 9.6%<br />

Branches<br />

Portugal 918 885 3.7%<br />

Foreign activity 885 743 19.1%<br />

Employees<br />

Portugal 10,667 10,821 -1.4%<br />

Foreign activity 11,922 10,301 15.7%<br />

(1) Excludes loans represented by securities transferred from financial assets available for sale.<br />

(2) Amounts due to customers (including securities), assets under management and capitalisation insurance.<br />

(3) Net interest income, income from securities, net commissions, net trading income, equity accounted earnings, other net operating income<br />

(4) Staff costs, other administrative costs and depreciation.<br />

(5) Specific items in 2008 in the amount of Euro -225.1 million (net of tax) and in 2007 of Euro -23.5 million (net of tax).<br />

(6) According to rule 16/2004 from the Bank of Portugal.<br />

(7) Excludes the impact of specific items.<br />

(8) Indicators for 31 December 2008 determined in the scope of Basel II. Indicators for 31 December 2007 determined in scope of Basel I.<br />

2/24<br />

Banco Comercial Português, S.A., a public company (sociedade aberta) having its registered office at Praça D. João I, 28, Oporto, registered<br />

at the Commercial Registry of Oporto, with the single commercial and tax identification number 501 525 882 and the share capital of<br />

EUR 4,694,600,000.00.


328 Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report<br />

Press-Release<br />

Reuters><strong>bcp</strong>.Is Exchange>MCP Bloomberg><strong>bcp</strong> pl ISIN PT<strong>BCP</strong>0AM00007<br />

Presenting earnings for 2008, the Chairman of the Executive Board of Directors of <strong>Millennium</strong> <strong>bcp</strong>, Carlos<br />

Santos Ferreira, said that “given an environment that will be remembered as one of the most challenging<br />

ever for the global financial system, <strong>Millennium</strong> <strong>bcp</strong> was able to present net profit of Euro 201.2 million in<br />

2008, rising to Euro 426.2 million excluding specific items, particularly losses associated with the<br />

depreciation of the 9.69% stake the Bank held in Banco BPI.”<br />

In addition to the net profit, the Chairman highlighted a number of aspects of the current earnings report<br />

that deserve particular attention:<br />

a) Operating profit, excluding the impact of specific items, rose 7.7%, driven by a 12% increase in<br />

net interest income;<br />

b) The trust that customers placed in <strong>Millennium</strong>, and the support the Bank provided to its<br />

clients, translated into a 14.4% rise in deposits and a 10.4% rise in loans;<br />

c) The bank’s commercial network, in Portugal and abroad, grew 11%, adding 175 new branches;<br />

d) Costs remained under control, despite the expansion of the network, with an overall rise of<br />

just 3.3% and a decline in Portugal of 3.8%. That underpinned a decrease in the bank’s<br />

consolidated cost-to-income ratio to 58.6% from 60.3%, and in Portugal to 53.7% from 57.3%.<br />

Referring to <strong>Millennium</strong> <strong>bcp</strong>’s strategy, Carlos Santos Ferreira said “the strategy as defined was followed in a<br />

manner appropriate to the current economic and financial environment, with redoubled attention paid to<br />

liquidity and risk management, as well as capital ratios.” Of the many strategic initiatives and programmes<br />

carried out over the year, the Chairman highlighted the following:<br />

(i)<br />

(ii)<br />

(iii)<br />

(iv)<br />

(v)<br />

The strengthening of the Bank’s capital base, benefiting from the rights issue in April 2008 that<br />

prepared the Bank to better weather market instability. At the end of 2008, the capital ratio<br />

stood at 10.5% from 9.6% as at 31 December 2007, and the “Tier 1” ratio stood at 7.1%;<br />

The efforts made at the level of institutional reputation, with the Bank initiating, among other<br />

actions, a mediation process, in collaboration with the Portuguese Securities Market Commission,<br />

designed to resolve outstanding litigation issues with small shareholders;<br />

Renewal of the focus on Customers service, with the result that in Portugal in 2008 the Bank<br />

brought in the largest number of new clients in this decade. Customer satisfaction indicators in<br />

<strong>Millennium</strong> also recovered, rising to levels that hadn’t been achieved in three years;<br />

The strengthening of the commercial capacity in the markets with the greatest potential. For<br />

example, <strong>Millennium</strong> established agreements with Angolan companies designed to provide<br />

appropriate conditions for the development of a successful operation – <strong>Millennium</strong> Angola – in a<br />

high-growth market of strategic importance to the Group;<br />

The simplification of the Bank’s structure, with the proportion of employees working in the<br />

central services dropping to 29% in 2008 from 31% in 2007.”<br />

In conclusion, he noted “the five main strategic guidelines for <strong>Millennium</strong> <strong>bcp</strong> in 20<strong>09</strong>: i) reinforcing the<br />

commitment to our Customers; ii) implementing a more effective risk management; iii) seeking new levels<br />

of simplicity and efficiency; iv) focusing the international presence; v) taking full advantage of the<br />

distinctive capabilities of the Bank as a strategic and differentiating element in the markets where it is<br />

present.”<br />

The Chairman ended by noting that “<strong>Millennium</strong> once again showed tenacity and resilience when confronted<br />

with challenges,” stressing that “the Executive Board of Directors remains committed to managing the<br />

demands of the short term while simultaneously promoting profitable and sustainable growth for the long<br />

term.”<br />

3/24<br />

Banco Comercial Português, S.A., a public company (sociedade aberta) having its registered office at Praça D. João I, 28, Oporto, registered<br />

at the Commercial Registry of Oporto, with the single commercial and tax identification number 501 525 882 and the share capital of<br />

EUR 4,694,600,000.00.


Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report 329<br />

Press-Release<br />

Reuters><strong>bcp</strong>.Is Exchange>MCP Bloomberg><strong>bcp</strong> pl ISIN PT<strong>BCP</strong>0AM00007<br />

RESULTS<br />

<strong>BCP</strong>’s financial statements were prepared in accordance with International Financial Reporting Standards<br />

(IFRS) as endorsed by the European Union, in compliance with Regulation (EC) 1606/2002, of July 19th and in<br />

accordance with the reporting statements defined by the Bank of Portugal (Notice n.º 1/2005) following the<br />

adoption by the Portuguese legal system of the European Commission Directive 2003/51/EC of June 18th of<br />

the European Parliament and Council.<br />

<strong>Millennium</strong> <strong>bcp</strong>’s consolidated net income stood at Euro 201.2 million in 2008, down from Euro 563.3<br />

million in 2007, mostly conditioned by the evolution of net trading income and by the higher impairment<br />

charges for loan losses, associated with the considerable uncertainty and volatility seen in the markets<br />

during 2008. Consolidated net income includes the booking of specific items, in particular, the impact of<br />

impairment losses related with the depreciation of shares in BPI, in the sum of Euro 232.6 million (net of<br />

tax), despite the agreement signed by the Group for the sale of 9.69% of Banco BPI’ share capital. As a result<br />

of the execution of this agreement Banco Comercial Português will no longer have a qualified holding in<br />

Banco BPI, S.A.. Specific items booked also included the impacts of the reduction in the variable<br />

remuneration already accrued in 2007, in the sum of Euro 13.2 million (net of tax), and of the restructuring<br />

costs related with the early retirement of employees, in the sum of Euro 5.7 million (net of tax). Excluding<br />

specific items, consolidated net income in 2008 totalled Euro 426.2 million, down 27.4% from 2007, and<br />

return on equity (ROE) stood at 8.3% in 2008.<br />

Consolidated net income in 2008 reflects the reduction in net trading income, determined by the<br />

performance of capital markets, and the increase in impairment charges for loans losses (net of recoveries),<br />

driven by the revaluation of financial collaterals and the identification of impairment indicators in the loans<br />

portfolio. These impacts were partially offset by the favourable performance of net interest income,<br />

supported by the sustained growth in business volumes, both of loans to customers and of customers’ funds,<br />

and by the increase of net commissions, as well as the reduction in operating costs, influenced by cost<br />

control in Portugal. Excluding specific items, the evolution of net income, between 2007 and 2008, was<br />

positively influenced by the performance of operating income, which includes net interest income, dividends<br />

from equity instruments, net commissions, net trading income and other net operating income, that<br />

achieved Euro 2,851.0 million in 2008, up by 7.7% from Euro 2,647.7 million in 2007.<br />

Consolidated net income in 2008 was sustained by the positive results determined both in Portugal and in<br />

international activity. Excluding specific items, net income in Portugal totalled Euro 332.3 million, 29.9%<br />

down from 2007. This evolution was influenced by the higher impairment charges for loan losses and by the<br />

reduction in net commissions and in other net operating income, partially offset by the favourable impact of<br />

the increases in net interest income and in net trading income, as well as by the control of operating costs.<br />

In the international business, net income in 2008 was supported by superior levels of income, driven by the<br />

growths in net interest income and in net trading income, reflecting the increase in business volumes<br />

achieved by most operations abroad. This was insufficient, however, to offset higher operating costs<br />

incurred, essentially related with the expansion plans that were implemented in several countries. The net<br />

income of the international business, excluding the impact of the Romanian operation (launched in October<br />

2007), fell by 4.8%, between 2007 and 2008.<br />

Net interest income amounted to Euro 1,721.0 million in 2008, up 12.0% from Euro 1,537.3 million in 2007,<br />

boosted by favourable volume effect, driven by the increase in business volumes, in particular loans to<br />

customers and customers’ funds, in Portugal and in the international activity, which outweighed the<br />

unfavourable interest rate effect, hindered by higher funding costs, as a result of capital markets behaviour<br />

and the greater restriction in access to alternative sources of funding. Net interest margin in 2008 stood at<br />

2.06%, compared with 2.<strong>09</strong>% in 2007. Notably, net interest margin showed a recovery in the fourth quarter<br />

of 2008 and stood at 2.11%. The evolution of net interest income reflected the selective assets and liabilities<br />

management policy followed by the Group, and was influenced by the repricing of credit operations, aiming<br />

to adjust these to the competitive environment and to the markets evolution, focused in the pricing<br />

alignment regarding the higher cost of risk. Simultaneously, several initiatives were implemented aiming to<br />

4/24<br />

Banco Comercial Português, S.A., a public company (sociedade aberta) having its registered office at Praça D. João I, 28, Oporto, registered<br />

at the Commercial Registry of Oporto, with the single commercial and tax identification number 501 525 882 and the share capital of<br />

EUR 4,694,600,000.00.


330 Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report<br />

Press-Release<br />

Reuters><strong>bcp</strong>.Is Exchange>MCP Bloomberg><strong>bcp</strong> pl ISIN PT<strong>BCP</strong>0AM00007<br />

retain and further increase customers’ funds, sustained by the reinforcement of the attractiveness of<br />

traditional saving and investment solutions, to meet the growing demand, from customers, for products with<br />

lower exposure to risk and to capital market volatility.<br />

AVERAGE BALANCES<br />

31 Dec. 08 31 Dec. 07<br />

Euro million Balance Yield % Balance Yield %<br />

Deposits in banks 7,255 5.64 7,881 5.14<br />

Financial assets 5,845 6.00 5,548 5.37<br />

Loans and advances to customers 69,206 6.39 60,247 6.02<br />

Interest earning assets 82,306 6.30 73,676 5.88<br />

Non interest earning assets 9,635 9,687<br />

91,941 83,363<br />

Amounts owed to credit institutions 9,875 7.28 10,912 5.68<br />

Amounts owed to customers 41,769 3.<strong>09</strong> 35,019 2.55<br />

Debt securities 29,042 4.51 26,235 4.26<br />

Subordinated debt 2,954 5.77 2,880 5.63<br />

Interest bearing liabilities 83,640 4.17 75,046 3.72<br />

Non interest bearing liabilities 2,557 3,276<br />

Shareholders’ equity and minority interests 5,744 5,041<br />

91,941 83,363<br />

Net interest margin (1) 2.06 2.<strong>09</strong><br />

(1) Net interest income as a percentage of average interest earning assets.<br />

Net commissions reached Euro 740.4 million in 2008, 11.4% up from Euro 664.6 million reported in 2007. Net<br />

commissions in 2007 include the impact of costs associated with the potential merger and the general tender<br />

offer for the acquisition of Banco BPI, in the amount of Euro 103.2 million, booked in “other commissions”.<br />

Excluding this impact, net commissions would have declined 3.6% between 2007 and 2008, determined by<br />

smaller commissions related to asset management and transactions on securities (-33.1%), influenced mainly<br />

by capital markets volatility. The reduction of these commissions was partly offset by the growth in<br />

commissions associated with the cards business, which increased 14.2%, and in commissions related to credit<br />

operations, which rose 2.6%, both sustained by the activity in Portugal and the international operations.<br />

Other commissions in 2008 include the accounting of fees related to the bancassurance activity transferred<br />

from other operating income; on a comparable basis, other commissions were conditioned by the lower<br />

commissioning level as a result of promotions to customers under the “Preference Programme” and<br />

“Frequent Customer Solution” commercial campaigns, as well as by the unfavourable impact of regulatory<br />

changes, especially the introduction of a maximum limit on commissions on early repayment of mortgage<br />

loans in Portugal. Net commissions in foreign operations increased 0.3% between 2007 and 2008, favourably<br />

influenced by the performance achieved in Greece, Mozambique and Angola.<br />

5/24<br />

Banco Comercial Português, S.A., a public company (sociedade aberta) having its registered office at Praça D. João I, 28, Oporto, registered<br />

at the Commercial Registry of Oporto, with the single commercial and tax identification number 501 525 882 and the share capital of<br />

EUR 4,694,600,000.00.


Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report 331<br />

Press-Release<br />

Reuters><strong>bcp</strong>.Is Exchange>MCP Bloomberg><strong>bcp</strong> pl ISIN PT<strong>BCP</strong>0AM00007<br />

Net trading income, which include net gains arising from trading and hedging activities and net gains arising<br />

from available for sale financial assets, amounted to Euro 18.1 million in 2008, a reduction from Euro 392.3<br />

million in the previous year, determined by the impact of the accounting of impairment losses of Euro 268.1<br />

million in 2008 (Euro 94.0 million in 2007), mainly associated with the devaluation of the shareholding in<br />

Banco BPI. Additionally, during 2007, net trading income included gains obtained on the sales of shares in<br />

EDP and in Banco Sabadell of Euro 173.3 million and of Euro 116.9 million, respectively. Excluding the<br />

impairment losses and the gains booked in 2007 and 2008, net trading income would have increased from<br />

Euro 196.2 million in 2007 to Euro 286.2 million in 2008. Net trading income booked in 2008 included the<br />

income, in the fourth quarter, related to the economic hedging strategy for interest-rate risk associated<br />

with a fixed-rate liability, through an interest-rate swap. As a result of markets volatility, the tests<br />

performed to access the effectiveness of the accounting hedge, as required under IAS 39, showed that there<br />

had been a break of the hedge relation, and the Bank decided to interrupt the hedge relation. The evolution<br />

of results from foreign exchange transactions between 2007 and 2008 reflects the impact of foreign currency<br />

exchange operations derivatives associated with fund-taking in dollars as a result of the change in the dollar<br />

interest rate compared to the euro observed throughout 2007 and 2008.<br />

Other net operating income, which includes other operating income, other net income from non banking<br />

activities and gains from the sale of subsidiaries and other assets, amounted to Euro 66.6 million in 2008,<br />

compared with Euro 118.6 million in 2007. This evolution was influenced by the reduction in operating<br />

income, mostly due to the change in the accounting of fees from bancassurance activity, which in mid 2008<br />

started to be booked in net commissions, and by the simultaneous increase in expenses, both in Portugal and<br />

in the international activity.<br />

Dividends from equity instruments, which include dividends received on investments in available for sale<br />

financial assets, totalled Euro 36.8 million in 2008, compared with Euro 27.9 million in 2007. Dividends<br />

received in 2008 were essentially related to the shareholdings in Eureko and Banco BPI.<br />

OTHER NET INCOME<br />

Euro million 2008 2007<br />

Change<br />

08/07<br />

Net commissions<br />

Cards 190.0 166.4 14.2%<br />

Asset management and securities 177.4 265.4 -33.1%<br />

Credit operations 142.7 139.1 2.6%<br />

Other (1) 230.3 93.7 145.9%<br />

740.4 664.6 11.4%<br />

Net trading income (2) 18.1 392.3 -95.4%<br />

Other net operating income 66.6 118.6 -43.8%<br />

Dividends from equity instruments 36.8 27.9 31.9%<br />

Equity accounted earnings 19.1 51.2 -62.7%<br />

Total other net income 881.0 1,254.6 -29.8%<br />

Other income / Net operating revenues (3) 33.9% 44.9%<br />

(1) Includes the impact of costs accounted in the 2007, related to the potential merger and the general tender offer for the acquisition<br />

of Banco BPI, in the amount of Euro 103.2 million.<br />

(2) Includes in 2008 the impairment losses related to the shareholding in Banco BPI in the amount of Euro 268.1 million. Includes in 2007<br />

gains from the sale of the shareholdings in EDP and Banco Sabadell, in the amount of Euro 290.2 million, and the impairment losses<br />

accounted mainly related to the shareholding in BPI, in the amount of Euro 94.0 million.<br />

(3) Calculated according to rule 16/2004 from the Bank of Portugal.<br />

Equity accounted earnings stood at Euro 19.1 million in 2008, down from Euro 51.2 million in 2007, chiefly<br />

evidencing the earnings appropriation of the 49% shareholdings in the insurance company <strong>Millennium</strong><strong>bcp</strong><br />

6/24<br />

Banco Comercial Português, S.A., a public company (sociedade aberta) having its registered office at Praça D. João I, 28, Oporto, registered<br />

at the Commercial Registry of Oporto, with the single commercial and tax identification number 501 525 882 and the share capital of<br />

EUR 4,694,600,000.00.


332 Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report<br />

Press-Release<br />

Reuters><strong>bcp</strong>.Is Exchange>MCP Bloomberg><strong>bcp</strong> pl ISIN PT<strong>BCP</strong>0AM00007<br />

Fortis, which despite the good performance were influenced by the capital market volatility in the fourth<br />

quarter of 2008.<br />

Operating costs (staff costs, other administrative costs and depreciation) stood at Euro 1,670.8 million in<br />

2008, showing a reduction of 4.4% from Euro 1,748.6 million in 2007. Operating costs included, in 2007, the<br />

accounting of costs associated with the early retirement of employees and of members of the Executive<br />

Board of Directors, amounting to Euro 121.8 million and, in 2008, the accounting of Euro 7.8 million of<br />

restructuring costs related to the retirement of employees and a Euro 18.0 million reduction in the variable<br />

remuneration accrued in 2007. Excluding these impacts, operating costs increased 3.3% between 2007 and<br />

2008, driven by the international activity, which grew 18.2%, as a result of the branch network expansion<br />

plans implemented in several markets, in particular Poland, Greece, Romania, Angola and Mozambique.<br />

Nevertheless, operating costs were favourably influenced by the activity in Portugal, which reduced costs by<br />

3.8% from 2007, excluding specific items. The consolidated cost to income ratio improved from 60.3% in<br />

2007 to 58.6% in 2008. In Portugal the cost to income ratio also improved, from 57.3% in 2007 to 53.7% in<br />

2008 achieving an efficiency gain of 3.6 p.p..<br />

Staff costs totalled Euro 915.3 million in 2008, down from Euro 1,066.2 million in 2007. Staff costs included,<br />

in 2008, the Euro 18.0 million reduction in the variable remuneration already accrued in the previous year<br />

and Euro 7.8 million of restructuring costs in Portugal and, in 2007, the costs associated with the early<br />

retirement of employees and of members of the Executive Board of Directors, as previously mentioned. Staff<br />

costs were influenced by the growth of costs in the international activity, as a result of the increase in the<br />

number of employees, driven by the expansion plans implemented in several international operations,<br />

particularly in Poland, Greece, Mozambique and Angola, and also by the activity launched in Romania at the<br />

end of 2007. The number of employees at international operations as of 31 December 2008 represented 53%<br />

of the Group’s total number of employees. In Portugal, the staff costs fell 18.9% from 2007 (representing a<br />

1.5% decrease excluding specific items previously mentioned), reflecting the cancellation of the variable<br />

remuneration accrued of the Executive Board of Directors and the lower amount of variable remuneration<br />

accrued for the employees, and also the reduction in the number of employees, due to the partial<br />

replacement of voluntary exits of employees, despite the additional 33 branches in the distribution network,<br />

reflecting the focus on the incentive policies aimed at transferring employees from support areas to the<br />

commercial network.<br />

Other administrative costs amounted to Euro 642.6 million in 2008, up 2.4% from Euro 627.5 million in<br />

2007, driven by the 20.6% increase in international activity, despite the 7.4% reduction in Portugal. The<br />

evolution of other administrative costs in the international activity reflects the costs associated with the<br />

network expansion plans, in particular costs related to rent, specialised services, maintenance, advertising<br />

and communications. Amongst the international operations, the higher growth levels were registered in<br />

Poland, Angola and Romania. In Portugal, other administrative costs benefited from reductions achieved in<br />

most line items, as a result of the operative rationalisation measures carried out, highlighting the lower<br />

costs related to consulting and advisory services, travel expenses, legal services and temporary labour.<br />

Depreciation totalled Euro 112.9 million in 2008, down 1.8% from Euro 114.9 million in 2007, as a result of<br />

the lower amount registered in Portugal and the stabilisation of the depreciation in the international<br />

activity. The reduction in Portugal was mostly influenced by the lower depreciation related to real estate,<br />

reflecting the end of the depreciation period for investments completed in previous years.<br />

7/24<br />

Banco Comercial Português, S.A., a public company (sociedade aberta) having its registered office at Praça D. João I, 28, Oporto, registered<br />

at the Commercial Registry of Oporto, with the single commercial and tax identification number 501 525 882 and the share capital of<br />

EUR 4,694,600,000.00.


Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report 333<br />

Press-Release<br />

Reuters><strong>bcp</strong>.Is Exchange>MCP Bloomberg><strong>bcp</strong> pl ISIN PT<strong>BCP</strong>0AM00007<br />

OPERATING COSTS<br />

Euro million 2008 2007<br />

Change<br />

08/07<br />

Staff costs (1) 915.3 1,006.2 -9.0%<br />

Other administrative costs 642.6 627.5 2.4%<br />

Depreciation 112.9 114.9 -1.8%<br />

1,670.8 1,748.6 -4.4%<br />

Of which:<br />

Activity in Portugal 1,048.3 1,221.9 -14.2%<br />

Foreign activity 622.5 526.7 18.2%<br />

Operating costs / Total income (2) (3) 53.7% 57.3%<br />

(1) Includes in 2008 the Euro 18.0 million reduction in the variable remuneration already accrued in the previous year and<br />

Euro 7.8 million of restructuring costs in Portugal. Includes in 2007 Euro 121.8 million of costs associated with the early<br />

retirement of employees and of members of the Executive Board of Directors.<br />

(2) Activity in Portugal. Calculated according to rule 16/2004 from the Bank of Portugal.<br />

(3) Excludes the impact of specific items.<br />

Impairment for loans losses (net of recoveries) totalled Euro 544.7 million in 2008, compared with Euro<br />

260.2 million in 2007. The evolution of impairment for loans losses (net of recoveries) was determined by<br />

the increase in the volume of loans to customers and overdue loans, together with the lower level of credit<br />

recoveries from 2007, in Portugal and in the international activity. Impairment for loan losses increase to<br />

Euro 637.5 million in 2008, compared to Euro 407.2 million in 2007, determined by the coverage of<br />

impairment indicators in the loans portfolio, including the impact of the devaluation of financial collaterals,<br />

as an effect of the continuous volatility in the capital markets. The cost of risk, measured by the proportion<br />

of impairment charges, net of recoveries, in the total loans portfolio, stood at 74 b.p..<br />

Other provisions, which include other assets impairment and other provisions, totalled Euro 44.5 million in<br />

2008, down from Euro 94.8 million in 2007. In 2008, other provisions fundamentally include impairment<br />

charges related to the revaluation of assets, in particular, real estate assets received in kind not fully<br />

covered by guarantees, while in 2007 were also included provisions related to potential charges related to<br />

enquires from regulatory entities.<br />

BALANCE SHEET<br />

Total assets amounted to Euro 94,424 million as of 31 December 2008, an increase of 7.1% from Euro 88,166<br />

million as of 31 December 2007.<br />

Loans to customers, excluding loans represented by securities transferred from financial assets available for<br />

sale, totalled Euro 73,849 million as of 31 December 2008 up by 10.4% from Euro 66,873 million at 31<br />

December 2007. The increase in loans to customers was boosted by both the activity in Portugal and the<br />

international activity, benefiting from the 10.1% increase in loans to companies and the 10.8% rise in loans<br />

to individuals, which was supported by the 11.9% growth in mortgage loans. In Portugal, loans to customers<br />

grew 6.6%, determined by loans to companies, which increased 8.2%, while loans to individuals rose 4.5%,<br />

chiefly sustained by mortgage loans, while consumer loans remained stable. In the international activity,<br />

loans to customers increased 28.3% from 31 December 2008, boosted by loans to individuals (+31.3%)<br />

together with loans to companies (+23.7%), benefiting from the favourable evolution in all foreign<br />

operations, in particular in Poland and Greece. The performance achieved in Poland was mostly determined<br />

by the growth in mortgage loans, while in Greece the major increase was in loans to companies. Between 31<br />

8/24<br />

Banco Comercial Português, S.A., a public company (sociedade aberta) having its registered office at Praça D. João I, 28, Oporto, registered<br />

at the Commercial Registry of Oporto, with the single commercial and tax identification number 501 525 882 and the share capital of<br />

EUR 4,694,600,000.00.


334 Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report<br />

Press-Release<br />

Reuters><strong>bcp</strong>.Is Exchange>MCP Bloomberg><strong>bcp</strong> pl ISIN PT<strong>BCP</strong>0AM00007<br />

December 2007 and 31 December 2008 the loans portfolio showed a stable and balanced structure, with<br />

loans to individuals and loans to companies representing 45% and 55%, respectively, of the total loans<br />

portfolio.<br />

LOANS TO CUSTOMERS (1)<br />

Individuals<br />

Euro million 31 Dec. 08 31 Dec. 07<br />

Change<br />

08 / 07<br />

Mortgage loans 28,538 25,503 11.9%<br />

Consumer loans 4,877 4,645 5.0%<br />

Companies<br />

33,415 30,148 10.8%<br />

Services 13,4<strong>09</strong> 11,841 13.2%<br />

Commerce 5,184 5,083 2.0%<br />

Other 21,841 19,801 10.3%<br />

40,434 36,725 10.1%<br />

Total 73,849 66,873 10.4%<br />

Of which:<br />

Activity in Portugal 58,860 55,194 6.6%<br />

Foreign activity 14,989 11,679 28.3%<br />

(1) Excludes loans represented by securities transferred from financial assets available for sale.<br />

Credit quality, determined by the non-performing loans indicators, shows that the ratio of overdue loans by<br />

more than 90 days as a proportion of total loans, excluding loans represented by securities transferred from<br />

financial assets available for sale, registered an unfavourable evolution from 30 September 2008 and stood<br />

at 0.9% as at 31 December 2008. The coverage ratio stood at 211.1% as of 31 December 2008.<br />

OVERDUE LOANS BY MORE THAN 90 DAYS AND IMPAIRMENTS AT 31 DECEMBER 2008 (1)<br />

Individuals<br />

Euro million<br />

Overdue loans<br />

by more than<br />

90 days<br />

Impairment<br />

for loan losses<br />

Overdue loans<br />

more than 90<br />

days /<br />

Total loans<br />

Coverage<br />

ratio<br />

Mortgage loans 112 2<strong>09</strong> 0.4% 186.5%<br />

Consumer loans 148 205 3.0% 139.3%<br />

Companies<br />

260 414 0.8% 159.6%<br />

Services 81 320 0.6% 395.2%<br />

Commerce 90 170 1.7% 188.5%<br />

Other 269 573 1.2% 213.1%<br />

440 1,063 1.1% 241.5%<br />

Total 700 1,477 0.9% 211.1%<br />

(1) Excludes loans represented by securities transferred from financial assets available for sale<br />

9/24<br />

Banco Comercial Português, S.A., a public company (sociedade aberta) having its registered office at Praça D. João I, 28, Oporto, registered<br />

at the Commercial Registry of Oporto, with the single commercial and tax identification number 501 525 882 and the share capital of<br />

EUR 4,694,600,000.00.


Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report 335<br />

Press-Release<br />

Reuters><strong>bcp</strong>.Is Exchange>MCP Bloomberg><strong>bcp</strong> pl ISIN PT<strong>BCP</strong>0AM00007<br />

The Group does not have any exposure to the US subprime / Alt-A mortgage market, in particular through<br />

Residential Mortgage-Backed Securities (RMBS), Commercial Mortgage-Backed Securities (CMBS), Asset-<br />

Backed Securities (ABS) or Collateralized Debt Obligations (CDO). The Group also does not have any exposure<br />

to monoline insurance companies.<br />

The Group’s exposure to structured credit products potentially affected by the markets turmoil in 2008 was<br />

limited to the exposure of its subsidiary company <strong>Millennium</strong> <strong>bcp</strong>bank in United States, through which the<br />

Group owns, as at 31 December 2008, Euro 52.3 million of Residential Mortgage-Backed Securities (RMBS),<br />

Euro 10.8 million of bonds with senior AAA debt, both issued by Government Sponsored Entities (GSEs), and<br />

Euro 9.6 million of Commercial Mortgage-Backed Securities (CMBS) issued by Government Agencies.<br />

Total customers’ funds reached to Euro 66,264 million as of 31 December 2008, a 3.6% increase from Euro<br />

63,953 million in 2007. The favourable performance of total customers’ funds was boosted by the increase of<br />

13.9% in balance sheet customers’ funds, highlighting the growth of 14.4% in customers’ deposits, which<br />

more than offset the reduction of 21.6% in off-balance sheet customers’ funds, determined by the evolution<br />

of assets under management. The growth in balance sheet customers’ funds, in particular in customers’<br />

deposits, reflects the higher propensity of investors to take refuge in products with lower risk, such as the<br />

traditional term deposits, driven by the instability context in the stock markets. The evolution of offbalance<br />

sheet customers’ funds was hindered by the drop in assets under management (-45.5%), influenced<br />

by the evolution of unit trust funds, despite the favourable performance of capitalisation insurance, which<br />

grew 1.1% from 31 December 2007. The increase of total customers’ funds benefited from the activity in<br />

Portugal (+1.8%), where the growth in customers’ deposits more than offset the decrease in assets under<br />

management, and also benefited from the performance achieved in the international activity (+10.9%),<br />

highlighting the further increase in customers’ deposits in Poland, Greece, Mozambique and Angola.<br />

TOTAL CUSTOMERS’ FUNDS<br />

Balance sheet customers’ funds<br />

Euro million 31 Dec. 08 31 Dec. 07<br />

Change<br />

08 / 07<br />

Deposits 44,907 39,247 14.4%<br />

Debt securities 6,775 6,108 10.9%<br />

Off-balance sheet customers’ funds<br />

51,682 45,355 13.9%<br />

Assets under management 4,927 9,044 -45.5%<br />

Capitalisation insurance 9,655 9,554 1.1%<br />

14,582 18,598 -21.6%<br />

Total 66,264 63,953 3.6%<br />

Of which:<br />

Activity in Portugal 52,322 51,380 1.8%<br />

Foreign activity 13,942 12,573 10.9%<br />

In the scope of the Group’s liquidity management, balance sheet customers’ funds, especially customers’<br />

deposits from Retail network, remained as a major contributor to the funding structure for the<br />

<strong>Millennium</strong> <strong>bcp</strong>’s intermediation activity, notwithstanding the importance of wholesale funding operations,<br />

in particular the regular recourse to securities issuance within the Euro Medium Term Notes (EMTNs)<br />

10/24<br />

Banco Comercial Português, S.A., a public company (sociedade aberta) having its registered office at Praça D. João I, 28, Oporto, registered<br />

at the Commercial Registry of Oporto, with the single commercial and tax identification number 501 525 882 and the share capital of<br />

EUR 4,694,600,000.00.


336 Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report<br />

Press-Release<br />

Reuters><strong>bcp</strong>.Is Exchange>MCP Bloomberg><strong>bcp</strong> pl ISIN PT<strong>BCP</strong>0AM00007<br />

Programme, to assets securitisation operations and to covered bonds operations settled amongst financial<br />

institutions, boosted by the greater ability of the Group to access to international financial markets.<br />

<strong>Millennium</strong> <strong>bcp</strong> developed in 2008 important initiatives aiming to reduce the unfavourable impact from<br />

monetary and capital markets in its liquidity position, highlighting the favourable impact of the share capital<br />

increase in April 2008, through the issuance of 1,083,270,433 new ordinary shares, for subscription by Banco<br />

Comercial Português, S.A. shareholders through the exercise of their pre-emptive subscription rights, which<br />

were fully subscribed, in the amount of Euro 1.3 billion.<br />

Notwithstanding the unfavourable conditions of the financial markets, especially during the second half of<br />

the year, <strong>Millennium</strong> <strong>bcp</strong> essentially achieved its financing plan for 2008 in the area of wholesale funding, by<br />

the strict monitoring of the commercial gap (coverage of loans to customers by the customer’s balancesheet<br />

funds), reflected in a sustained growth of customer balance-sheet funds and in the moderate growth<br />

of loans to customers.<br />

In early 20<strong>09</strong> <strong>Millennium</strong> <strong>bcp</strong> successfully launched a fixed-rate 3-year debt issue (Euro Fixed Rate Notes),<br />

guaranteed by the Portuguese Republic, in the sum of Euro 1.5 billion, which was placed at a price<br />

equivalent to the mid-swaps rate plus 100 b.p.. Despite the uncertainty that characterised the international<br />

financial markets and the highly competitive scenarios for new issues, the success of this operation confirms<br />

the receptiveness and importance of Banco Comercial Português as an issuer in the international financial<br />

markets.<br />

PENSION FUND<br />

The pension fund liabilities, which at the end of 2008 amounted to Euro 5,723 million, were fully financed,<br />

and at a level higher than the minimum limit defined by the Bank of Portugal, to which contributed cash<br />

payments in the amount of Euro 777 million.<br />

In 2008 the actuarial assumptions regarding the discount rate and the women’s mortality table were<br />

changed. The discount rate rose from 5.25% in 2007 to 5.75% in 2008 and the women’s mortality table<br />

considered a life expectancy extended by two years.<br />

The stock markets volatility in 2008 determined negative actuarial differences in the Pension fund in the<br />

amount of Euro 827 million, and consequently a negative return rate of 14%.<br />

CAPITAL<br />

The capital ratios of the Group as of 31 December 2008 were determined in accordance with the Basel II<br />

framework, with the calculation of capital requirements following the standard approach in respect to credit<br />

risk and the basic indicator approach for the operational risk.<br />

In accordance with a clarification from the Bank of Portugal, capital deductions related to shareholdings in<br />

insurance and banking companies are now deducted from Tier I, when previously they were deducted from<br />

Core Tier I.<br />

The solvency ratio as at 31 December 2008 stood at 10.5% and Tier I at 7.1%. Core Tier I stood at 5.8%,<br />

compared with 6.5% as at 30 September 2008, essentially reflecting the negative impact related to the<br />

deduction of the expected return of the pension fund’s assets in 2008.<br />

The Bank of Portugal, through the Notice 11/2008, authorized the deferral of the actuarial losses of 2008<br />

over the next four years, except for the expected return of the fund’s assets, as referred above, which led<br />

11/24<br />

Banco Comercial Português, S.A., a public company (sociedade aberta) having its registered office at Praça D. João I, 28, Oporto, registered<br />

at the Commercial Registry of Oporto, with the single commercial and tax identification number 501 525 882 and the share capital of<br />

EUR 4,694,600,000.00.


Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report 337<br />

Press-Release<br />

Reuters><strong>bcp</strong>.Is Exchange>MCP Bloomberg><strong>bcp</strong> pl ISIN PT<strong>BCP</strong>0AM00007<br />

to the deduction of Euro 293 million from Core Tier I. The impacts related to the pension fund led to a<br />

decrease of 50 b.p. on the Core Tier I ratio, from 30 September 2008.<br />

The activity in the quarter was influenced, in particular, by negative foreign exchange differences, related<br />

to the zloty devaluation associated with the shareholding in Bank <strong>Millennium</strong> in Poland, which impacted both<br />

equity (down Euro 114 million) and minority interests, down by Euro 40 million. These impacts determined<br />

the negative contribution of the fourth quarter activity in Core Tier 1 ratio, which reached 19 b.p., despite<br />

positive recurrent earnings and the moderate increase of risk weighted assets related to the business.<br />

Investment in BPI registered an additional net devaluation of Euro 18 million in the fourth quarter, as the<br />

selling price was lower than market value at 30 September 2008, while the negative impacts of net<br />

restructuring costs (Euro 6 million) and Bank of Portugal deferrals for the period (Euro 20 million) should also<br />

be highlighted, corresponding, all together, to –5 b.p. in Core Tier I ratio.<br />

In the scope of Basel II a formal request has been filed with the Bank of Portugal, which is currently being<br />

analysed, regarding the use of the internal ratings based approach for credit risk and the internal models<br />

approach for the general market risk requirements, as well as the standard approach for calculating<br />

operational risk requirements. However, regarding recent developments, it is expected that this approval<br />

will occur during 20<strong>09</strong>.<br />

SOLVENCY<br />

Euro million<br />

Basel II<br />

Basel I<br />

31 Dec. 08 30 Sep.08 31 Dec.07<br />

Own Funds<br />

Tier I Capital 4,780 5,234 3,362<br />

of which: Preference shares 955 962 688<br />

Deductions on shareholdings (1) (60) (92) (78)<br />

Tier II Capital 2,358 2,314 2,557<br />

Deductions to Total Regulatory Capital (81) (41) (22)<br />

Total Regulatory Capital 7,057 7,507 5,897<br />

Risk Weighted Assets 67,426 66,976 61,687<br />

Solvency ratios<br />

Core Tier I (2) 5.8% 6.5% 4.5%<br />

Tier I 7.1% 7.8% 5.5%<br />

Tier II 3.4% 3.4% 4.1%<br />

Total 10.5% 11.2% 9.6%<br />

(1) Includes, in particular, the deductions related to the shareholdings in <strong>Millennium</strong><strong>bcp</strong> Fortis, Banque <strong>BCP</strong> (France and<br />

Luxembourg).<br />

(2) In accordance with a clarification from the Bank of Portugal, the capital deductions related to shareholdings in<br />

insurance and banking companies are deducted from Tier I, previously deducted from Core Tier I. The ratio as at 31<br />

December 2007 is on a comparable basis.<br />

12/24<br />

Banco Comercial Português, S.A., a public company (sociedade aberta) having its registered office at Praça D. João I, 28, Oporto, registered<br />

at the Commercial Registry of Oporto, with the single commercial and tax identification number 501 525 882 and the share capital of<br />

EUR 4,694,600,000.00.


338 Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report<br />

Press-Release<br />

Reuters><strong>bcp</strong>.Is Exchange>MCP Bloomberg><strong>bcp</strong> pl ISIN PT<strong>BCP</strong>0AM00007<br />

SEGMENTAL REPORTING<br />

<strong>Millennium</strong> <strong>bcp</strong> offers a wide range of banking activities and financial services in Portugal and abroad, with a<br />

special focus on Commercial Banking, Investment Banking and Private Banking and Asset Management.<br />

SEGMENTS DESCRIPTION<br />

Commercial Banking is the core business in the Group’s activity, both in terms of volumes and contribution<br />

to results. The Commercial Banking activity includes <strong>Millennium</strong> <strong>bcp</strong>’s network in Portugal, operating as a<br />

distribution channel targeting the segments of Retail Banking and Corporate and Companies, focusing the<br />

activity on satisfying customers’ financial needs, both for individuals and companies. Commercial Banking<br />

also includes the segment of Foreign Business, operating through several banking operations in markets with<br />

affinity to Portugal and in markets of recognised growth potential, in Europe and in other regions.<br />

The strategic approach of Retail Banking in Portugal was to target “Mass market” customers, who appreciate<br />

a value proposition based on innovation and speed, as well as Affluent and Small businesses customers,<br />

whose specific characteristics, financial assets or income imply a value proposition based on innovation and<br />

personalisation, requiring a dedicated Account Manager. Retail Banking also includes ActivoBank7, a<br />

universal Bank, focusing on brokerage and on the selection and advisory of long-term investment products.<br />

Within the scope of the cross-selling strategy, Retail Banking also acts as a distribution channel for financial<br />

products and services of the <strong>Millennium</strong> <strong>bcp</strong> business as a whole.<br />

The Corporate and Companies segment includes: (i) the Corporate network in Portugal, targeting corporate<br />

and institutional customers with an annual turnover in excess of Euro 100 million, providing a complete<br />

range of value added products and services; (ii) the Companies network in Portugal, which covers the<br />

financial needs of companies with an annual turnover between Euro 7.5 million and Euro 100 million,<br />

focused on innovation and on offering a wide range of traditional banking products complemented by<br />

specialised financing; and (iii) the activity of the Bank's International Division.<br />

The Investment Banking business is undertaken essentially by <strong>Millennium</strong> Investment Banking, a company<br />

specialised in capital markets, providing strategic and financial advisory, specialised financial service –<br />

Project finance, Corporate finance, Securities brokerage and Equity research - as well as in structuring riskhedging<br />

derivatives products.<br />

The Private Banking and Asset Management activity comprises the Private Banking network in Portugal,<br />

<strong>Millennium</strong> Banque Privée, a private banking platform incorporated under Swiss law, and subsidiary<br />

companies specialised in the asset management business.<br />

The Foreign Business comprises the operations outside Portugal, namely in Poland, Greece, Turkey,<br />

Romania, Mozambique, Angola and United States. The Group is represented by a universal bank in Poland<br />

and by an operation based on the innovation of products and services in Greece. The activity in Turkey is<br />

performed through an operation focused on financial advising, and in Romania, it is represented through a<br />

greenfield operation launched in 2007, focused on Mass market and Businesses, Companies and Affluent. All<br />

the above operations develop their activities under the same commercial brand of <strong>Millennium</strong>. The Group is<br />

represented in Mozambique by <strong>Millennium</strong> bim, a universal bank targeting both companies and individual<br />

customers, in Angola by <strong>Millennium</strong> Angola, a bank focused on individuals and public and private sector<br />

companies and institutions, and in the United States by <strong>Millennium</strong> <strong>bcp</strong>bank, a local bank that serves the<br />

local population, in particular the Portuguese community.<br />

13/24<br />

Banco Comercial Português, S.A., a public company (sociedade aberta) having its registered office at Praça D. João I, 28, Oporto, registered<br />

at the Commercial Registry of Oporto, with the single commercial and tax identification number 501 525 882 and the share capital of<br />

EUR 4,694,600,000.00.


Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report 339<br />

Press-Release<br />

Reuters><strong>bcp</strong>.Is Exchange>MCP Bloomberg><strong>bcp</strong> pl ISIN PT<strong>BCP</strong>0AM00007<br />

BUSINESS SEGMENT ACTIVITY<br />

The figures reported for each business segment result from aggregating the subsidiaries and business units<br />

integrated in each segment, including the impacts from capital allocation and balancing process of each<br />

entity’s level, both at balance sheet and income statement, based on average figures. Balance sheet<br />

headings for each subsidiary and business unit are re-calculated, given the replacement of their original own<br />

funds by the outcome of the capital allocation process, according to regulatory solvency criteria. As the<br />

process of capital allocation follows the regulatory criteria of solvency in place, the risk weighted assets<br />

and, consequently, the business segments’ capital allocation, were determined in accordance with the Basel<br />

II framework for 2008 figures and in accordance with the Basel I for 2007. Each operation is balanced<br />

through internal transfers of funds, with no impact on consolidated accounts.<br />

To ensure comparability, the changes that occurred in 2008 were reflected in the segments as of 31<br />

December 2007. It should be noted that the liquidity premium started to be allocated to the Bank’s business<br />

areas, in order to properly reflect the contractual maturities of the operations in internal transfer prices of<br />

the respective funds. Each segment’s net contribution reflects the individual results reached by business<br />

units, independent of the percentage held by the Group, including the impact of the fund transfers<br />

previously mentioned. The following information is based on financial statements prepared according to IFRS<br />

and on the organisational model in place in the Group.<br />

14/24<br />

Banco Comercial Português, S.A., a public company (sociedade aberta) having its registered office at Praça D. João I, 28, Oporto, registered<br />

at the Commercial Registry of Oporto, with the single commercial and tax identification number 501 525 882 and the share capital of<br />

EUR 4,694,600,000.00.


340 Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report<br />

Press-Release<br />

Reuters><strong>bcp</strong>.Is Exchange>MCP Bloomberg><strong>bcp</strong> pl ISIN PT<strong>BCP</strong>0AM00007<br />

Retail Banking in Portugal<br />

The net contribution of Retail Banking in Portugal amounted to Euro 267.0 million in 2008, compared to Euro<br />

399.0 million in 2007. The evolution of net contribution reflects the decline in income, due to the reduction<br />

in the net interest income from deposits repayable on demand and the lower net commissions, as well as the<br />

increase in charges for impairment and provisions.<br />

The growing importance of mortgage loans and the increasing competition in the Small business segment and<br />

in consumer loans led to a significant reduction in credit spreads, despite the increase of business volumes.<br />

Net commissions showed a favourable evolution, in particular in commissions related to deposits repayable<br />

on demand, stock exchange operations and credit operations, mainly in mortgage credit operations, due to<br />

the lower amount of new credit granted. The increase in charges for impairment and provisions reflects the<br />

coverage of impairment indicators in the loan portfolio and the depreciation in financial collaterals. The<br />

increase in staff costs resulted from the transfer of employees from support areas to the commercial<br />

network, despite the control of administrative costs, notwithstanding the opening of new branches.<br />

Total customer funds reached Euro 34,014 million as of 31 December 2008, declining 1.6% from Euro 34,556<br />

million at 31 December 2007, as a result of the 57.8% reduction in investment funds and assets under<br />

management. However, the strategy to further increase the number of customers and the total customers’<br />

funds, focused on supplying investment and savings products with attractive returns and suited to the<br />

various risk profiles, led to a 1.7% increase in customers’ deposits.<br />

Loans to customers totalled Euro 34,788 million at 31 December 2008, rising 3.3% from Euro 33,674 million in<br />

the same date of 2007, supported by both the growth of Small business loans and the good performance of<br />

mortgage loans, despite the slow down evidenced.<br />

In terms of cross-selling, Retail Banking registered positive progress, growing from 3.99 products per client<br />

in 2007 to 4.12 in 2008. Customers’ global satisfaction index reached 78.8% at the end of 2008, comparing<br />

positively with the 2007 level (77.9%).<br />

Euro million 31 Dec.08 31 Dec.07<br />

Change<br />

08 / 07<br />

Income Statement<br />

Net interest income 906.7 955.5 -5.1%<br />

Other net income 408.8 420.0 -2.7%<br />

1,315.5 1,375.5 -4.4%<br />

Operating costs 747.9 723.9 3.3%<br />

Impairment and provisions 204.1 108.9 87.4%<br />

Pre-tax contribution 363.5 542.7 -33.0%<br />

Taxes 96.5 143.7 -32.9%<br />

Net contribution 267.0 399.0 -33.1%<br />

Summary of Indicators<br />

Capital employed 1,084 1,178<br />

Return on capital employed 24.6% 33.9%<br />

Weighted risks 21,674 24,399<br />

Cost-to-income ratio 56.8% 52.6%<br />

Loans and advances to customers 34,788 33,674 3.3%<br />

Total customer funds 34,014 34,556 -1.6%<br />

Note: Capital employed was calculated in accordance with the Basel I<br />

methodologies for 2007 and Basel II for 2008.<br />

15/24<br />

Banco Comercial Português, S.A., a public company (sociedade aberta) having its registered office at Praça D. João I, 28, Oporto, registered<br />

at the Commercial Registry of Oporto, with the single commercial and tax identification number 501 525 882 and the share capital of<br />

EUR 4,694,600,000.00.


Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report 341<br />

Press-Release<br />

Reuters><strong>bcp</strong>.Is Exchange>MCP Bloomberg><strong>bcp</strong> pl ISIN PT<strong>BCP</strong>0AM00007<br />

Corporate and Companies<br />

The Corporate and Customers segment showed a net contribution of Euro 150.6 million in 2008, compared to<br />

232.4 million in the same period of 2007. The performance of this business segment was determined by the<br />

higher charges for impairment despite the favourable evolution registered in total operating income and<br />

operating cost.<br />

The increase of net interest income reflects the growth in business volumes, both in terms of loans to<br />

customers and customers’ deposits. Notwithstanding the effort to align pricing of operations with the<br />

associated cost of risk, the price effect was negative. Overall, commissions showed a positive performance.<br />

Operating costs decreased when compared with the same period of 2007, showing sustained savings<br />

throughout 2008.<br />

The higher level of charges for impairment and provisions reflects the increasing impairment indicators in<br />

the loan portfolio and the depreciation of financial collaterals, following the decline of capital markets.<br />

Corporate and Companies network activity was focused in the effort to further increase customers funds and<br />

in the discipline in the repricing policy and risk management, in order to optimise the use of capital. The<br />

return on allocated capital at 31 December 2008 stood at 12.6%.<br />

Total customers’ funds increased 15.0%, to Euro 11,323 million at 31 December 2008, compared to Euro<br />

9,849 million as of 31 December 2007. The rise in total customers’ funds, despite the intense competition in<br />

this business segment, was supported by commercial activity focused on providing diversified treasury,<br />

investment and saving solutions, as well as on the continuous identification of new business opportunities. It<br />

also reflects the rise in funds from institutional customers.<br />

Loans to customers totalled Euro 22,848 million at the end of December 2008, rising 6.5% from Euro 21,459<br />

million at the end of December 2007. The favourable evolution in loans to customer was achieved despite<br />

the increasing restrictive access to funding sources and a more selective credit approval, with additional<br />

pricing discipline, through the repricing of credit operations, aligned with the cost of risk and associated<br />

capital needs.<br />

Euro million 31 Dec.08 31 Dec.07<br />

Change<br />

08 / 07<br />

Income Statement<br />

Net interest income 327.5 310.2 5.6%<br />

Other net income 147.3 146.8 0.3%<br />

474.8 457.0 3.9%<br />

Operating costs 105.3 111.1 -5.2%<br />

Impairment and provisions 164.7 29.7 -<br />

Pre-tax contribution 204.8 316.2 -35.2%<br />

Taxes 54.2 83.8 -35.2%<br />

Net contribution 150.6 232.4 -35.2%<br />

Summary of Indicators<br />

Capital employed 1,194 1,300<br />

Return on capital employed 12.6% 17.9%<br />

Weighted risks 23,873 26,935<br />

Cost-to-income ratio 22.2% 24.3%<br />

Loans and advances to customers (1) 22,848 21,459 6.5%<br />

Total customer funds 11,323 9,849 15.0%<br />

(1) Includes commercial paper.<br />

Note: Capital employed was calculated in accordance with the Basel I<br />

methodologies for 2007 and Basel II for 2008.<br />

16/24<br />

Banco Comercial Português, S.A., a public company (sociedade aberta) having its registered office at Praça D. João I, 28, Oporto, registered<br />

at the Commercial Registry of Oporto, with the single commercial and tax identification number 501 525 882 and the share capital of<br />

EUR 4,694,600,000.00.


342 Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report<br />

Press-Release<br />

Reuters><strong>bcp</strong>.Is Exchange>MCP Bloomberg><strong>bcp</strong> pl ISIN PT<strong>BCP</strong>0AM00007<br />

Investment Banking<br />

The net contribution of Investment Banking stood at Euro 48.4 million in 2008, compared to Euro 63.7<br />

million in 2007. This was mainly driven by the drop in income line items, in particular net commissions<br />

related to securities and net trading income, mostly as a result of the adverse performance of capital<br />

markets, together with the persistence of an unfavourable macroeconomic environment in Portugal, despite<br />

the operating costs control. The return on allocated capital stood at 40.9% at the end of December 2008.<br />

Loans to customer increased by 26.6% between the end of December 2007 and end of December 2008,<br />

sustained by the participation of <strong>Millennium</strong> Investment Banking in major Project finance and Structured<br />

finance operations, in the framework of structural investment projects, especially the tourism and<br />

renewable energy sectors.<br />

Notwithstanding the unfavourable capital markets environment, <strong>Millennium</strong> Investment Banking was actively<br />

involved in the organisation and structuring of various finance intermediation operations, in particular in the<br />

debt issuance segment, which resulted in a significant volume of bonds and commercial paper being issued.<br />

Euro million 31 Dec.08 31 Dec.07<br />

Change<br />

08 / 07<br />

Income Statement<br />

Net interest income 8.4 9.1 -7.4%<br />

Other net income 104.7 121.4 -13.8%<br />

113.1 130.5 -13.4%<br />

Operating costs 44.6 54.9 -18.9%<br />

Impairment and provisions -0.9 0.6 --<br />

Pre-tax contribution 69.4 75.0 -7.5%<br />

Taxes 21.0 11.3 86.3%<br />

Net contribution 48.4 63.7 -24.0%<br />

Summary of Indicators<br />

Capital employed 118 117<br />

Return on capital employed 40.9% 54.7%<br />

Weighted risks 2,366 2,320<br />

Cost-to-income ratio 39.4% 42.1%<br />

Loans and advances to customers 1,166 921 26.6%<br />

Note: Capital employed was calculated in accordance with the Basel I<br />

methodologies for 2007 and Basel II for 2008.<br />

17/24<br />

Banco Comercial Português, S.A., a public company (sociedade aberta) having its registered office at Praça D. João I, 28, Oporto, registered<br />

at the Commercial Registry of Oporto, with the single commercial and tax identification number 501 525 882 and the share capital of<br />

EUR 4,694,600,000.00.


Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report 343<br />

Press-Release<br />

Reuters><strong>bcp</strong>.Is Exchange>MCP Bloomberg><strong>bcp</strong> pl ISIN PT<strong>BCP</strong>0AM00007<br />

Private Banking and Asset Management<br />

The Private Banking and Asset Management segment evidenced a negative net contribution of Euro 0.5<br />

million in 2008, down from Euro 41.8 million in 2007. The evolution of the net contribution reflects the<br />

higher impairment and provisions charges, driven by the devaluation of financial collateral influenced by the<br />

falling stock markets, in particular in <strong>Millennium</strong> Banque Privée, and the lower commissions related to asset<br />

management. These performances were partly offset by the rise in net interest income, sustained by the<br />

repricing of credit operations.<br />

Assets under management totalled Euro 10,593 million at 31 December 2008, 27.7% down from the same<br />

date of 2007. This reflects the adverse development of capital markets, which determined financial products<br />

withdrawal and led to the devaluation of assets under management portfolio. Term deposits in the Private<br />

Banking network in Portugal achieved an increase of 35.6% in 2008, compared with 2007, and also real<br />

estate investment funds registered a favourable evolution.<br />

Loans to customers amounted to Euro 3,426 million at 31 December 2008, growing by 5.9% from Euro 3,235<br />

million at 31 December 2007, sustained by the performance of Private Banking network in Portugal, which<br />

increased 9.7%, driven by the efforts to expand the business base.<br />

Euro million 31 Dec. 08 31 Dec. 07<br />

Change<br />

08 / 07<br />

Income Statement<br />

Net interest income 57.3 44.7 28.3%<br />

Other net income 44.5 72.5 -38.6%<br />

101.8 117.2 -13.1%<br />

Operating costs 57.5 58.4 -1.6%<br />

Impairment and provisions 52.4 6.9 --<br />

Pre-tax contribution -8.1 51.9 --<br />

Taxes -7.6 10.1 --<br />

Net contribution -0.5 41.8 --<br />

Summary of Indicators<br />

Capital employed 121 126<br />

Return on capital employed -0.5% 33.1%<br />

Weighted risks 2,426 2,741<br />

Cost-to-income ratio 56.5% 49.9%<br />

Loans and advances to customers 3,426 3,235 5.9%<br />

Assets under management 10,593 14,662 -27.7%<br />

Note: Capital employed was calculated in accordance with the Basel I<br />

methodologies for 2007 and Basel II for 2008.<br />

18/24<br />

Banco Comercial Português, S.A., a public company (sociedade aberta) having its registered office at Praça D. João I, 28, Oporto, registered<br />

at the Commercial Registry of Oporto, with the single commercial and tax identification number 501 525 882 and the share capital of<br />

EUR 4,694,600,000.00.


344 Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report<br />

Press-Release<br />

Reuters><strong>bcp</strong>.Is Exchange>MCP Bloomberg><strong>bcp</strong> pl ISIN PT<strong>BCP</strong>0AM00007<br />

Foreign Business<br />

In the Foreign Business segment, net contribution was down by 5.8% to Euro 128.3 million in 2008, from Euro<br />

136.1 million in 2007. This evolution includes the impact of the Romanian operation, which was launched at<br />

the end of 2007.<br />

It is worth noting the sustained growth in income line items, in particular in net interest income (positive<br />

volume and interest margin effects, especially in Poland, Angola, Mozambique and Greece). Other net<br />

income also showed a favourable performance (mostly driven by commissions, in particular in Angola and<br />

Mozambique), sustained by the significant growth in business volumes. The improvements in incomes, more<br />

than offset the rise in operating costs, driven by the expansion of the distribution networks in the<br />

international operations, which led to an increase in the number of employees. The return on allocated<br />

capital stood at 13.1% at the end of 2008.<br />

The cost to income ratio stood at 71.6%, as a result of the strategy of organic growth carried out in the<br />

international operations, as reflected by the expansion plans in Poland, Greece, Mozambique, Angola, and<br />

most recently in Romania.<br />

Loans to customers grew 28.5% to Euro 14,711 million at 31 December 2008, benefiting from the<br />

developments in both loans to individuals and loans to companies, strengthened by the continuous launching<br />

of innovative products and services, tailored to customers needs and risk profile. This performance was<br />

determined by the increases achieved by all foreign operations, in particular Poland, Angola and<br />

Mozambique.<br />

Total customers’ funds boosted 9.2%, totalling Euro 13,942 million at 31 December 2008, influenced by the<br />

further increase in customers’ deposits, especially in Poland.<br />

Euro million 31 Dec. 08 31 Dec. 07<br />

Change<br />

08 / 07<br />

Income Statement<br />

Net interest income 495.6 392.1 26.4%<br />

Other net income 373.7 344.9 8.3%<br />

869.3 737.0 17.9%<br />

Operating costs 622.5 526.7 18.2%<br />

Impairment and provisions 78.0 41.2 89.4%<br />

Pre-tax contribution 168.8 169.1 -0.2%<br />

Taxes 40.5 33.0 22.7%<br />

Net contribution 128.3 136.1 -5.8%<br />

Summary of Indicators<br />

Capital employed 983 737<br />

Return on capital employed 13.1% 18.5%<br />

Weighted risks 13,761 10,655<br />

Cost-to-income ratio 71.6% 71.5%<br />

Loans and advances to customers 14,711 11,447 28.5%<br />

Total customer funds 13,942 12,772 9.2%<br />

Note: Capital employed was calculated in accordance with the Basel I<br />

methodologies for 2007 and Basel II for 2008.<br />

19/24<br />

Banco Comercial Português, S.A., a public company (sociedade aberta) having its registered office at Praça D. João I, 28, Oporto, registered<br />

at the Commercial Registry of Oporto, with the single commercial and tax identification number 501 525 882 and the share capital of<br />

EUR 4,694,600,000.00.


Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report 345<br />

Press-Release<br />

Reuters><strong>bcp</strong>.Is Exchange>MCP Bloomberg><strong>bcp</strong> pl ISIN PT<strong>BCP</strong>0AM00007<br />

SIGNIFICANT EVENTS<br />

Despite the adverse environment, <strong>Millennium</strong> <strong>bcp</strong> kept up efforts to cut costs and streamline the<br />

organization, searching simultaneously to promote the improvement of service quality, risk minimization, an<br />

adequate liquidity and capital management, and preserving the institutional reputation. Of particular note<br />

regarding <strong>Millennium</strong> <strong>bcp</strong>’s activities in the fourth quarter of 2008 were:<br />

<br />

<br />

<br />

Announcement of the deliberation to resume the process of merger by incorporation of<br />

Banco <strong>Millennium</strong> <strong>bcp</strong> Investimento, SA, into Banco Comercial Português, S.A.;<br />

Registration of the merge by incorporation of <strong>BCP</strong> Participações Financeiras, SGPS,<br />

Sociedade Unipessoal, Lda, into Banco Comercial Português, S.A.;<br />

Notification of Order nº 31835-A/2008 issued by the secretary of State for the Treasury and<br />

Finances, authorising the granting of a personal guarantee by the Portuguese State<br />

securing the capital and interest obligations within the scope of the 3 fixed-rate issue in<br />

the sum of up to Euro 1.5 billion, under the <strong>Millennium</strong> <strong>bcp</strong> Euro Medium Term Notes<br />

Programme, which took place on 12 January 20<strong>09</strong>;<br />

Conclusion of the 4 th and of the 5 th editions of the Commercial Skills Development<br />

Programmes, to encourage employee mobility from central services to commercial areas;<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Notification of charges received from the Portuguese Securities Market Commission (CMVM)<br />

and from the Bank of Portugal concerning administrative offence proceedings brought<br />

against it in respect of facts that occurred prior to 2008, particularly with regard to<br />

alleged irregularities related with the financing of the acquisition of shares issued by the<br />

Bank granted to companies headquartered in foreign jurisdictions;<br />

Sale of 87,214,836 shares representing 9.69% of the share capital of Banco BPI, S.A., to<br />

Santoro Financial Holdings, SGPS, S.A., a company incorporated under Portuguese law. As a<br />

result of the execution of this agreement Banco Comercial Português will no longer have a<br />

qualified holding in Banco BPI, S.A.;<br />

<strong>Millennium</strong> Investment Banking became a direct trading service provider in the Amsterdam<br />

and Brussels Euronext markets;<br />

Fitch Ratings reaffirmed the long and short term ratings on Banco Comercial Português,<br />

S.A., A+/F1, keeping the outlook stable;<br />

Moody’s reaffirmed the long and short term ratings on Banco Comercial Português, S.A.,<br />

Aa3/P-1, keeping the outlook stable;<br />

Standard & Poor's reaffirmed the long and short term ratings on Banco Comercial<br />

Português, S.A., A/A-1, revising at the same time the outlook from stable to negative.<br />

Already on 3 February 20<strong>09</strong>, Standard & Poor’s reaffirmed the counterparty ratings on<br />

Banco Comercial Português, S.A.;<br />

<strong>Millennium</strong> <strong>bcp</strong> was named Best Foreign Exchange Bank in Portugal, by Global Finance<br />

magazine and Best Commercial Bank in Portugal, by Euromoney magazine;<br />

Bank <strong>Millennium</strong> 2007 Report and Accounts was distinguished as the best in the<br />

“Application of International Standards“ category in Poland;<br />

<strong>Millennium</strong> bim was named “Bank of the Year in Mozambique” by “The Banker” magazine.<br />

20/24<br />

Banco Comercial Português, S.A., a public company (sociedade aberta) having its registered office at Praça D. João I, 28, Oporto, registered<br />

at the Commercial Registry of Oporto, with the single commercial and tax identification number 501 525 882 and the share capital of<br />

EUR 4,694,600,000.00.


346 Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report<br />

Press-Release<br />

Reuters><strong>bcp</strong>.Is Exchange>MCP Bloomberg><strong>bcp</strong> pl ISIN PT<strong>BCP</strong>0AM00007<br />

ECONOMIC ENVIRONMENT<br />

During 2008 the world economy has faced multiple shocks that led to a significant deceleration of economic<br />

activity. This ripple effect was more pronounced during the last quarter of the year, as the financial turmoil<br />

rapidly spread to the non-financial sectors of the economy. The past buoyancy of the developing economies<br />

suddenly came to a halt on the ferocity and speed of the downturn in world trade and financial flows.<br />

Countries from Europe and Southeast Asia, more vulnerable to the reversion of short-term capital flows, had<br />

to look for external aid and, in the more extreme situations, decided to end their currency’s full<br />

convertibility and imposed restrictions on free capital mobility.<br />

With the full impact of this environment still to be felt over the coming months, as companies adjust their<br />

production plans and businesses and households revise down their expected investment and consumption<br />

spending, the economic outlook for the main economies is dismal, pointing to a recessionary period ahead.<br />

The contribution to growth from the developing countries will be well below last year’s levels amid an<br />

unusually high level of uncertainty as regards the timing and extent of the forthcoming recovery. The decline<br />

in the price of raw materials has fostered a strong disinflation dynamic. As the moderation in world activity<br />

adds to increasing economic slack the risk of development of a deflationary trend has increased.<br />

Financial instability was a common feature across 2008, but particularly so after the summer months, in the<br />

aftermath of the financial difficulties that took place in some of the most prominent financial institutions of<br />

the US. The risk premium rose to unprecedented levels, more markedly in the more complex financial<br />

instruments, with dramatic negative implications in the performance of most financial markets and funding<br />

deals. The investment fund industry was specially hit, facing an unusually high level of redemptions. It was<br />

also very distressful for the major stock markets. Stock indices retraced on average by 40% to 50% on a yearly<br />

basis, in an extremely volatile day-to-day environment. The interbank money market has been mostly<br />

dysfunctional in its role of allocating excessive savings among market participants.<br />

Governments and central banks have been pursuing pro-cyclical policies, through accommodative monetary<br />

stance, public spending largesse, stabilization of the financial system and provision of funds for<br />

recapitalization purposes. The combined policies are starting to have some effect, more noticeably in the<br />

reduction of risk premia charged and on resumption of primary debt issuance, but with a slight perverse<br />

effect on the widening of the sovereign spreads. Despite the tentative signs of lower risk aversion in the<br />

early days of 20<strong>09</strong>, restoring the regular functioning of financial markets is still seen as a complex task.<br />

The banking activity has been impacted as well. The global financial turmoil derailed funding markets,<br />

lowered asset valuations, increased the need for provisioning and raised nonperforming loans and overall<br />

impairment levels. At the same time, an improving trend of capital adequacy is underway. In the case of<br />

Portugal, this has been further reinforced by the Bank of Portugal’s proposal for banks to have a Tier I Ratio<br />

of 8% by the end of the third quarter of 20<strong>09</strong>.<br />

In the main European countries economic activity heavily downshifted during the second half of the year and<br />

inflationary pressures retreated. The European Central Bank cut the main refinancing rate on several<br />

occasions, from 4.25% in July to 2.00% in early 20<strong>09</strong>. Further rate cuts are expected, though logically by a<br />

smaller amount. In most countries, internal demand lacks the means and the incentives to be a growth driver<br />

and the monetary policy effectiveness is impaired due to the poor functioning of the money markets. So, a<br />

large share of the economic impulse has to come from public initiatives, though subject to the public<br />

finances’ long-term sustainability.<br />

The contagion of domestic economies has been mainly indirect, through the marked reduction in external<br />

demand and the much more restrictive financial terms. This mix of conditions has been somewhat amplified<br />

by some vulnerabilities of these countries: in Portugal and Greece making more difficult for the regular<br />

financing of the current account deficit; in the Eastern European countries, by the inversion of short term<br />

capital inflows; in the African economies by the less friendly state of key commodity markets. All countries<br />

will face a sharp deceleration in economic activity and risks are tilted further to the downside, as related to<br />

the ability and cost of refinancing maturing debt. Once financial stability is restored, interest rates in<br />

countries with own monetary policies will likely be cut further contributing to ease the burden of financial<br />

and external constraints.<br />

21/24<br />

Banco Comercial Português, S.A., a public company (sociedade aberta) having its registered office at Praça D. João I, 28, Oporto, registered<br />

at the Commercial Registry of Oporto, with the single commercial and tax identification number 501 525 882 and the share capital of<br />

EUR 4,694,600,000.00.


Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report 347<br />

Press-Release<br />

Reuters><strong>bcp</strong>.Is Exchange>MCP Bloomberg><strong>bcp</strong> pl ISIN PT<strong>BCP</strong>0AM00007<br />

“Disclaimer”<br />

This document may include certain sections or statements, in particular relating to the Banco Comercial Português (“<strong>BCP</strong>”) Group, that<br />

are neither reported financial results nor other historical information. These statements, which may include, without limitation,<br />

targets, forecasts, projections, statements regarding the possible development or possible assumed future results of operations and any<br />

statement preceded by, followed by or that includes the words “believes”, “expects”, “aims”, “intends”, “may”, “expect”,<br />

“estimate”, “project”, “anticipate”, “should”, “intend”, “plan”, “probability”, “risk”, “Value-at-Risk” (“VaR”), “target”, “goal”,<br />

“objective”, “will”, “endeavour”, “outlook”, “optimistic”, “prospects” or similar expressions or negatives or combinations thereof are<br />

or may constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995,<br />

regulations and case law, or other applicable laws and regulations. By their nature, forward-looking statements are inherently<br />

predictive, speculative and are subject to risk and uncertainty. There are a number of factors that could cause actual results and<br />

developments to differ materially from those expressed or implied by forward-looking statements. These factors include, but are not<br />

limited to, changes in economic condition in individual countries in which the <strong>BCP</strong> Group conducts its business and internationally,<br />

fiscal or other policies adopted by various governments and regulatory authorities of Portugal and other jurisdictions, levels of<br />

competition from other banks and financial services companies as well as movements in securities markets, currency exchange rates<br />

and interest rates, monetary policies, inability to hedge certain risks economically; the adequacy of loss reserves; acquisitions or<br />

restructurings; technological changes; changes in consumer spending and saving habits, changes in financial position or credit<br />

worthiness of our customers, obligors and counterparties, and the success of the Group in managing the risk involved in the foregoing.<br />

<strong>BCP</strong> does not undertake to update or to release publicly any revision to any forward-looking statements included in this document,<br />

whether to reflect events, circumstances or unanticipated events occurring after the date hereof, or otherwise.<br />

22/24<br />

Banco Comercial Português, S.A., a public company (sociedade aberta) having its registered office at Praça D. João I, 28, Oporto, registered<br />

at the Commercial Registry of Oporto, with the single commercial and tax identification number 501 525 882 and the share capital of<br />

EUR 4,694,600,000.00.


348 Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report<br />

Press-Release<br />

Reuters><strong>bcp</strong>.Is Exchange>MCP Bloomberg><strong>bcp</strong> pl ISIN PT<strong>BCP</strong>0AM00007<br />

BANCO COMERCIAL PORTUGUÊS<br />

Consolidated Income Statement<br />

for the years ended 31 December, 2008 and 2007<br />

2008 2007<br />

(Thousands of Euros)<br />

Interest income 5,269,597 4,332,187<br />

Interest expense (3,548,549) (2,794,884)<br />

Net interest income 1,721,048 1,537,303<br />

Dividends from equity instruments 36,816 27,921<br />

Net fees and commission income 740,417 664,583<br />

Net gains / losses arising from trading and<br />

hedging activities 277,631 199,138<br />

Net gains / losses arising from available for<br />

sale financial assets (259,532) 193,211<br />

Other operating income 57,580 97,861<br />

2,573,960 2,720,017<br />

Other net income from non banking activity 17,390 12,925<br />

Total operating income 2,591,350 2,732,942<br />

Staff costs 915,307 1,006,227<br />

Other administrative costs 642,641 627,452<br />

Depreciation 112,843 114,896<br />

Operating costs 1,670,791 1,748,575<br />

920,559 984,367<br />

Loans impairment (544,699) (260,249)<br />

Other assets impairment (60,024) (45,754)<br />

Other provisions 15,500 (49,<strong>09</strong>5)<br />

Operating profit 331,336 629,269<br />

Share of profit of associates under the equity method 19,080 51,215<br />

Gains from the sale of subsidiaries and other assets (8,407) 7,732<br />

Profit before income tax 342,0<strong>09</strong> 688,216<br />

Income tax<br />

Current (44,001) (73,045)<br />

Deferred (39,997) 3,475<br />

Profit after income tax 258,011 618,646<br />

Attributable to:<br />

Shareholders of the Bank 201,182 563,287<br />

Minority interests 56,829 55,359<br />

Profit for the period 258,011 618,646<br />

23/24<br />

Banco Comercial Português, S.A., a public company (sociedade aberta) having its registered office at Praça D. João I, 28, Oporto, registered<br />

at the Commercial Registry of Oporto, with the single commercial and tax identification number 501 525 882 and the share capital of<br />

EUR 4,694,600,000.00.


Annual Report <strong>Vol</strong>ume II Annexes to the Corporate Governance Report 349<br />

Assets<br />

Press-Release<br />

Reuters><strong>bcp</strong>.Is Exchange>MCP Bloomberg><strong>bcp</strong> pl ISIN PT<strong>BCP</strong>0AM00007<br />

BANCO COMERCIAL PORTUGUÊS<br />

Consolidated Balance Sheet as at 31 December, 2008 and 2007<br />

2008 2007<br />

Cash and deposits at central banks 2,064,407 1,958,239<br />

Loans and advances to credit institutions<br />

Repayable on demand 1,048,348 820,699<br />

Other loans and advances 2,892,345 6,482,038<br />

Loans and advances to customers 75,165,014 65,650,449<br />

Financial assets held for trading 3,903,267 3,084,892<br />

Financial assets available for sale 1,714,178 4,418,534<br />

Assets with repurchase agreement 14,754 8,016<br />

Hedging derivatives 117,305 131,069<br />

Financial assets held to maturity 1,101,844 -<br />

Investments in associated companies 343,934 316,399<br />

Non current assets held for sale 19,558 24,180<br />

Property and equipment 745,818 699,<strong>09</strong>4<br />

Goodwill and intangible assets 540,228 536,533<br />

Current tax assets 18,127 29,913<br />

Deferred tax assets 586,952 650,636<br />

Other assets 4,147,645 3,355,470<br />

Liabilities<br />

94,423,724 88,166,161<br />

Amounts owed to central banks 3,342,301 784,347<br />

Amounts owed to others credit institutions 5,997,066 8,648,135<br />

Amounts owed to customers 44,907,168 39,246,611<br />

Debt securities 20,515,566 26,798,490<br />

Financial liabilities held for trading 2,138,815 1,304,265<br />

Other financial liabilities held for trading<br />

at fair value through results 6,714,323 1,755,047<br />

Hedging derivatives 350,960 116,768<br />

Provisions for liabilities and charges 221,836 246,949<br />

Subordinated debt 2,598,660 2,925,128<br />

Current income tax liabilities 4,826 41,363<br />

Deferred income tax liabilities 336 46<br />

Other liabilities 1,383,633 1,399,757<br />

Equity<br />

(Thousands of Euros)<br />

Total Liabilities 88,175,490 83,266,906<br />

Share capital 4,694,600 3,611,330<br />

Treasury stock (58,631) (58,436)<br />

Share premium 183,368 881,707<br />

Preference shares 1,000,000 1,000,000<br />

Fair value reserves 214,593 218,498<br />

Reserves and retained earnings (274,622) (1,598,704)<br />

Profit for the period attributable to Shareholders 201,182 563,287<br />

Total Equity attributable to Shareholders of the Bank 5,960,490 4,617,682<br />

Minority interests 287,744 281,573<br />

Total Equity 6,248,234 4,899,255<br />

94,423,724 88,166,161<br />

24/24<br />

Banco Comercial Português, S.A., a public company (sociedade aberta) having its registered office at Praça D. João I, 28, Oporto, registered<br />

at the Commercial Registry of Oporto, with the single commercial and tax identification number 501 525 882 and the share capital of<br />

EUR 4,694,600,000.00.


Annual Report 2008<br />

<strong>Vol</strong>ume II<br />

©<strong>Millennium</strong> <strong>bcp</strong><br />

www.millennium<strong>bcp</strong>.pt<br />

Banco Comercial Português, S.A.,<br />

Public Company<br />

Head Office:<br />

Praça D. João I, 28<br />

4000-295 Oporto<br />

Share Capital:<br />

4.694.600.000 euros<br />

Public deed registered<br />

in the Oporto Commercial Registry,<br />

with the unic registry<br />

and tax number of 501 525 882<br />

Pre-press:<br />

Choice – Comunicação Global, Lda.<br />

Ilustration:<br />

Luís Oliveira<br />

Printing:<br />

Gráfica Maiadouro, S.A.<br />

Compulsory Deposit:<br />

148713/00<br />

Printed in March 20<strong>09</strong>

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