Annual Accounts and Report as at 30 June 2011 Draft - Mediobanca

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Section 4Operating riskDefinitionOperating risk is the risk of incurring losses as a result of external events orthe inadequacy or malfunctioning of procedures, staff and internal systems.Operating risk includes legal risk, but does not include strategic or reputationalrisk.Capital requirements for operating riskMediobanca has decided to adopt the Basic Indicator Approach (“BIA”) inorder to calculate the capital requirement for covering operating risk, applying amargin of 15% to the average of the last three readings of total income. Based onthis method of calculation, the capital requirement as at 30 June 2011 was€104.2m (€107.8m).Risk mitigationIn the review of its internal procedures as part of the “Head of companyfinancial reporting” project, the Group has sought to identify the major sources ofpossible risk and the relevant measures to be taken in order to control andmitigate it, by formulating company procedures and focusing mitigation activityon the most serious aspects.With reference to the possibility of losses caused by interruptions inoperations or systems being unavailable, the Bank has drawn up operatingcontinuity and disaster recovery plans to ensure that activity can continue and tolimit operating losses in the event of prolonged interruptions. The Bank reviewsthe operating continuity and emergency plans regularly, to ensure that these areconsistent with its activities and current operating strategies.Internal access to computer systems is also monitored, in particular attacksfrom outside, using the appropriate IT and observation instruments.Insurance policies have been taken out to cover the most valuable staffmembers and assets and as protection for management of cash.As for the possibility of risks deriving from outsourcing activities, the Bankhas implemented a continuous monitoring and regular review system to assess thecontinuity and level of the service provided by outsourcers.Legal risk: risks deriving from litigation pendingThe only claim worthy of note is the one in respect of the Bank’s allegedfailure to launch a full takeover bid for La Fondiaria in 2002 (cf. p. 257).418 –
PART F - INFORMATION ON CAPITALSection 1Capital of the companyB. Quantitative informationB.1 Net equityNet equity constituents 30/6/11 30/6/101. Share capital 430,565 430,5512. Share premium 2,120,143 2,119,9133. Reserves 2,486,563 2,372,424- of gains 2,430,456 2,329,814a) legal 86,110 86,106b) statutory 1,093,409 992,771c) treasury shares 213,410 213,410d) others 1,037,527 1,037,527- others 56,107 42,6104. Equity instruments — —5. (Treasury shares) (213,410) (213,410)6. Valuation reserves: (12,566) (33,972)- AFS securities (10,794) (25,287)- Property, plant and equipment — —- Intangible assets — —- Foreign investment hedges — —- Cash flow hedges (9,359) (16,272)- Exchange rate difference — —- Non-current assets being sold — —- Actuarial gains (losses) on defined-benefit pensionschemes — —- Share of valuation reserves represented by equityaccountedcompanies — —- Special valuation laws 7,587 7,5877. Gain (loss) for the period 127,376 244,139Total 4,938,671 4,919,645For further information, see section 14 “Capital of the company – Headings130, 150, 160, 170, 180, 190, and 200”.– 419
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DraftAnnual Accounts and Reportas a
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C O N T E N T SConsolidated Account
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Page no.* * *Extraordinary business
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CONSOLIDATED ACCOUNTS
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— Retail and private banking (RPB
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DEVELOPMENTS IN CAPITAL MARKETSIn t
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comparing total assets with tangibl
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The market capitalization of listed
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RESTATED BALANCE SHEET30/6/10 30/6/
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30 June 2010Corporate &InvestmentBa
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Impaired assets (i.e. non-performin
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upward adjustments to reflect amort
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An updated list of the properties o
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12 mths to 30/6/10 12 mths to 30/6/
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Corporate and Investment Banking30
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This division reported a net profit
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Equity investments and AFS shares
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Mediobanca International (Luxembour
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Principal investing12 mths to 30/6/
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Retail and private bankingb12 mths
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A breakdown of this division’s re
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New loans for the twelve months tot
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Private banking30 June 2010CMB Banc
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transmission, investment advice and
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OTHER INFORMATIONRelated party disc
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Reconciliation of shareholders’ e
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AUDITORS’ REPORT
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CONSOLIDATED FINANCIAL STATEMENTS
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Liabilities and net equity30/6/11 3
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CONSOLIDATED COMPREHENSIVE PROFIT A
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STATEMENT OF CHANGES TO NET EQUITY
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RECONCILIATION OF MOVEMENTS IN CASH
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Page no.Part C -Notes to consolidat
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Sectction 3Area and methods of cons
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Section 4Significant accounting pol
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Assets are tested for impairment at
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HedgesThere are two types of hedge:
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and its related value of use, and a
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Staff severance indemnity provision
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Dividends and commissionsThese are
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A.3.2Fair value rankingA.3.2.1 Asse
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A.3.2.3 Annual changes in financial
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Section 2Heading 20: Financial asse
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2.3 Financial assets held for tradi
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4.3 AFS securities: assets subject
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5.2 Assets held to maturity: by bor
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Section 7Heading 70: Due from custo
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Section 8Heading 80: Hedging deriva
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Section 10Heading 100: Equity inves
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The book value of the investment in
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Section 12Heading 120: Property, pl
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12.4 Tangible assets held for inves
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13.2 Intangible assets: movements d
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14.4 Changes in deferred tax during
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LiabilitiesSection 1Heading 10: Due
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Section 3Heading 30: Debt securitie
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Section 11Heading 110: Staff severa
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Section 13Heading 130: Technical re
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Section 16Heading 210: Net equity a
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PART C - NOTES TO CONSOLIDATEDPROFI
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Section 2Headings 40 and 50: Net fe
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Section 4Heading 80: Net trading in
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Section 6Heading 100: Gains (losses
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8.3 Adjustments for impairment to f
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Section 10Heading 160: Income less
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Section 11Heading 180: Administrati
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Section 12Heading 190: 1Net transfe
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Section 16Heading 240: Gains (losse
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20.2 Reconciliation between theoret
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PART D - CONSOLIDATED COMPREHENSIVE
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Corporate banking (Mediobanca)The G
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QUANTITATIVE INFORMATIONCREDIT QUAL
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A.1.2.a Exposures to sovereign debt
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A.1.5Cash exposures to banks: trend
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A.1.8Banking Group - cash exposures
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A.3 Secured exposures by type of se
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B. Loan distribution and concentrat
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B.3 Banking Group - cash and off-ba
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C. Securitizations and asset dispos
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Quantitative informationC.1.1Bankin
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C.1.4Banking Group - exposures to s
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C.1.7Banking Group - servicing: col
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Under the terms of the sale contrac
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C.2.2Banking Group - financial liab
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QUANTITATIVE INFORMATIONThis year h
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Table 2: Value at risk and expected
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QUANTITATIVE INFORMATION1. Regulato
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Currency of denomination: OTHERType
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1.2.2 INTEREST RATE RISK AND PRICE
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the Bank’s various bodies was app
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Currency of denomination: US DOLLAR
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2. Regulatory trading book: cash ex
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QUANTITATIVE INFORMATION1. Assets,
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A.2.A.2.1Banking book: average and
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A.3 OTC financial derivatives: posi
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A.5 OTC financial derivatives: trad
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A.7 OTC financial derivatives: bank
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A.9 OTC financial derivatives by ma
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B.2 OTC credit derivatives: gross p
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B.5 OTC credit derivatives: gross p
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1.3 BANKING GROUP: LIQUIDITY RISKQU
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Currency of denomination: US DOLLAR
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1.4 BANKING GROUP - OPERATING RISKQ
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PART F - INFORMATION ON CONSOLIDATE
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B.3 AFS valuation reserves: movemen
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2.2 Regulatory capital requirements
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B. Quantitative informainformationC
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credit as to €3.6m and credit car
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Situation at 30 June 2011Directors,
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Subsequent to the reporting date, o
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PART L - SEGMENT REPORTINGA. PRIMAR
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B. SECONDARY SEGMENT REPORTINGB.1 P
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ANNUALGENERALMEETING28 OCTOBER 2011
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Ordinary businessACCOUNTS OF THE BA
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Provisions for financial assets inc
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RESTATED BALANCE SHEET 30/6/10 30/6
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Loans and advances to Group compani
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Cash and bank balances include €1
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current prices). Further explanatio
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— Furniture and intangible assets
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Net fee and commission incomeThis h
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— the court of appeals in Milan h
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esearch project on medium-sized Eur
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Declaration in respect of individua
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STATUTORY AUDIT COMMITTEE’S REPOR
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vii)Finance Act, in the course of w
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Type of serviceRecontaErnst & Young
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The Statutory Audit Committee ascer
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AUDITORS’ REPORT
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INDIVIDUAL FINANCIAL STATEMENTS *(*
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Liabilities and net equity30/6/11 3
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COMPREHENSIVE PROFIT AND LOSS ACCOU
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STATEMENT OF CHANGES TO MEDIOBANCA
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RECONCILIATION OF MOVEMENTS IN CASH
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Page no.Part C - Notes to profit an
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Section 3Significant accounting pol
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Assets are tested for impairment at
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- cash flow hedges, which are inten
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Goodwill may be recognized where th
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All actuarial profits and/or losses
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Related parties (IAS 24)In accordan
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A.3.2A.3.2.1Fair value rankingAsset
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A.3.2.3 Annual changes in financial
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Section 2Heading 20: Financial asse
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2.3 Financial assets held for tradi
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4.4 AFS securities: movements durin
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Section 6Heading 60 - Due from bank
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7.2 Due from customers: by borrower
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Section 10Heading 100: Equity inves
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Significant data 1Total assetsTotal
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Section 11Heading 110: Property pla
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11.4 Tangible assets held for inves
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12.2 Core intangible assets: moveme
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Section 15Heading 150: Other assets
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Section 3Heading 30: Debt securitie
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Section 11Heading 110: Staff severa
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14.2 Share capital: changes in no.
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Other information1. Guarantees and
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PART C - NOTES TO PROFIT AND LOSS A
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Section 2Headings 40 and 50: Net fe
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Section 3Heading 70: Dividends and
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Section 5Heading 90: Net hedging in
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Section 8Heading 130: Adjustments f
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Section 9Heading 150: Administrativ
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Section 11Heading 170: Net adjustme
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Section 17Heading 240: Net gain (lo
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PART D - COMPREHENSIVE PROFIT AND L
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1. General aspectsThe Bank’s inte
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A.1.2 Financial assets by portfolio
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A.1.2. b Exposures to sovereign deb
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A.1.6 Cash and off-balance-sheet ex
Page 354 and 355: A.3 Secured exposures by type of se
Page 356 and 357: B. Loan distribution and concentrat
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Page 360 and 361: C. Securitizations and asset dispos
Page 362 and 363: Quantitative informationC.1.1Exposu
Page 364 and 365: C.1.4 Exposures to securitizations
Page 366 and 367: C.2 Asset disposalsC.2.1 Financial
Page 368 and 369: Section 2Market risk2.1 INTEREST RA
Page 370 and 371: Table 1 - Value at risk and expecte
Page 372 and 373: Trend in VaR constituents The
Page 374 and 375: Currency of denomination: US DOLLAR
Page 376 and 377: 2.1 Regulatory trading book: cash e
Page 378 and 379: HedgingFair value hedgesFair value
Page 382 and 383: 2. Banking book: cash exposures of
Page 384 and 385: 2.4 FINANCIAL DERIVATIVE PRODUCTSA.
Page 386 and 387: A.2.2Other derivativesType of trans
Page 388 and 389: A.4 Financial derivatives: negative
Page 390 and 391: A.6 OTC financial derivatives: trad
Page 392 and 393: A.8 OTC financial derivatives: bank
Page 394 and 395: B. CREDIT DERIVATIVESB.1 Credit der
Page 396 and 397: B.4 OTC credit derivatives: gross p
Page 398 and 399: C. CREDIT AND FINANCIAL DERIVATIVES
Page 400 and 401: indicator generated for the Bank of
Page 406 and 407: B.2 AFS valuation reserves: composi
Page 408 and 409: A. QUALITATIVE INFORMATIONTier 1 ca
Page 410 and 411: PART H - RELATED PARTY DISCLOSURE1.
Page 412 and 413: BENEFICIAL INTEREST OF BOARD MEMBER
Page 414 and 415: Situation at 30 June 2011Groupcompa
Page 416 and 417: Subsequent to the reporting date, o
Page 418 and 419: ANNEXES
Page 420 and 421: Liabilities and net equityIAS-compl
Page 422 and 423: MEDIOBANCA S.p.A. BALANCE SHEET *As
Page 424 and 425: MEDIOBANCA S.p.A. PROFIT AND LOSS A
Page 426 and 427: BANKS AND FINANCIAL COMPANIES (IAS/
Page 434 and 435: BANKSTABLE B (cont.)BALANCE SHEETSC
Page 436 and 437: OTHER GROUP COMPANIESTABLE B (cont.
Page 438 and 439: OTHER FINANCIAL COMPANIES (IAS/IFRS
Page 440 and 441: OTHER FINANCIAL COMPANIES (IAS/IFRS
Page 442 and 443: OTHER NON-FINANCIAL UNDERTAKINGS (I
Page 444 and 445: OTHER NON-FINANCIAL UNDERTAKINGS (I
Page 446 and 447: OTHERS (IAS/IFRS)TABLE B (cont.)462
Page 448 and 449: ASSOCIATE COMPANIESTABLE CBALANCE S
Page 450 and 451: ASSOCIATE COMPANIES TABLE C (cont.
Page 452 and 453: OTHER ASSOCIATED UNDERTAKINGSTABLE
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OTHER ASSOCIATED UNDERTAKINGSTABLE
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TABLE DSIGNIFICANT EQUITY INVESTMEN
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TABLE D (cont.)Sharecapital€mPar
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APPOINTMENT OF MEMBERS OF BOARD OF
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APPOINTMENT OF MEMBERS AND CHAIRMAN
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REPORT ON STAFF REMUNERATION POLICI
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. Criteria for calculation of bonus
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Restrictions have also been introdu
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ANNEXThe tables below shows the str
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II. Organizational governanceThe pr
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The typical components of remunerat
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- appraisal of the Mediobanca share
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the Bank, valuation criteria linked
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At a Board meeting held on 24 June
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l. Other informationCaps on variabl
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- in the area of related parties, t
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compliance with the terms and proce
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SECTION IIIGeneral MeetingsArticle
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general meeting or otherwise requir
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specified in the notice of general
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eing replaced had been elected from
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3) decisions concerning the acquisi
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transaction concerned, either thems
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Article 17, paragraph 2, points 3 a
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for its operations and the size of
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specifically designated by the Boar
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The proposals for appointments are
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Article 29The Statutory Audit Commi
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AUTHORIZATION TO THE BOARD OF DIREC
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The share capital may also be incre
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The Board of Directors is also auth
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ANNUAL STATEMENT SON CORPORATE GOVE
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At a general meeting held on 28 Oct
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Persons authorized to take part and
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All the Directors have made stateme
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DIRECTORSIRECTORS’ AND STRATEGIC
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With reference to risk management,
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Appointments committeeAppointments
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The Executive Committee is currentl
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HEAD OF COMPANY FINANCIAL REPORTING
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- expresses its opinion on the appo
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INTERNAL DEALINGThe Directors of Me
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In performing his duties, the head
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RISK MANAGEMENT AND INTERNAL ICONTR
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Table 1: BOARD OFMember ****OARD OF
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Table 3:3: OTHER REQUIREMENTS UNDER
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NamePosition held inMediobancaPosts
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NamePosition held inMediobancaPosts
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Annual Accounts and Report as at 30 June 2011 Draft - Mediobanca

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