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

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Table 3:3: OTHER REQUIREMENTS UNDER CODE OF CONDUCT FOR LISTED COMPANIESPower to represent the Bank and related party disclosureHas the Board of Directors authorized parties to represent the Bank and established:a) limits Xb) methods for exercising such powers Xc) regular reporting requirements? XHas the Board of Directors reserved for itself the right to inspect andapprove all significant transactions in terms of earnings, capital andfinances (including transactions with related parties)?Has the Board of Directors set guidelines and established criteria foridentifying “significant” transactions?If so, have such guidelines/criteria been set out in the statement oncorporate governance?Has the Board of Directors implemented procedures for reviewing andapproving transactions with related parties?If so, have such procedures been set out in the statement on corporate governance?Procedures for most recent appointments to Board ofDirectors/Statutory Audit CommitteeWere candidates’ applications for the post of director lodged at least tendays in advance?Were they accompanied by appropriately detailed documentation?Were they accompanied by statements regarding the candidates’ eligibilityto stand as independent Board members?Were candidates’ applications for the post of statutory auditor lodged atleast ten days in advance?Were they accompanied by appropriately detailed documentation?General meetingsHas the Bank adopted specific regulations in respect of the holding ofgeneral meetings?If so, are such regulations attached as an annex hereto, or is indication providedin the annual report as to where THEY may be obtained or downloaded?Internal controlHas the company designated staff to take charge of internal control?If so, are such staff independent in operational terms from the various heads ofthe individual operating units?Organizational unit responsible for internal control pursuant to Article 9.3 of the code) X Internal audit unitInvestor relationsHas the company appointed a head of investor relations?If so, what are the head of the IR unit’s contact details?YESXXXXXXXXXXXXXNOXXReasons for any departures fromrecommendations made in the codeOrderly proceedings are ensured by thepowers vested in the Chairman under lawand the company’s Articles of Association.Jessica SpinaTel. no.: (0039) 02-8829.860 - Fax no.: (0039) 02-8829.819Email: investor.relations@mediobanca.it– 571
Annex - Posts held in other financial companies, banks, insurances or other companies of significant size bymembers of the Board of Directors of MediobancaNamePosition held inMediobancaPosts held in other companiesPAGLIARO RenatoChairman and ExecutiveCommittee memberDeputy Chairman, RCS MediaGroupDirector, Telecom ItaliaDirector, Pirelli & C.RAMPL Dieter Deputy Chairman Chairman, UniCreditChairman of Supervisory Board, Koenig & BauerMember of Supervisory Board, FC Bayern MünchenDirector, KKR Management LLCChairman of Management Board, Hypo-KulturstiftungTRONCHETTI PROVERA Marco Deputy Chairman Chairman and Chief Executive Officer, Pirelli & C.Chairman, CamfinChairman, PreliosChairman, Gruppo Partecipazioni IndustrialiDirector, RCS QuotidianiDirector, AlitaliaDirector, F.C. Internazionale MilanoDirector, EurostazioniNAGEL AlbertoVINCI Francesco SaverioChief Executive Officer andExecutive Committee memberGeneral Manager andExecutive Committee memberDeputy Chairman, Assicurazioni GeneraliDirector, Banca EsperiaDirector, Assicurazioni GeneraliDirector, Banca EsperiaDirector, PerseoAZEMA Jean Director Deputy Chairman, La Banque Postale Assurances IardGeneral Manager, GroupamaGeneral Manager, Fédération Nationale GroupamaDirector, Société GénéraleReprésentant Permanent, Bolloré BoDDirector, Véolia EnvironnementBEN AMMAR Tarak Director Director, Telecom ItaliaChief Executive Officer (CEO), Quinta CommunicationsChairman, Europa TVChairman and Chief Executive Officer, Prima TVChairman, Carthago FilmChairman, Andromeda Tunisie S.A.Chairman, Eagle Pictures S.p.A.Chairman, Promotions et Partécipations International S.A.572 –
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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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1.3 BANKING GROUP: LIQUIDITY RISKQU
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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
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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 Cash and off-balance-sheet expo
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C. Securitizations and asset dispos
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Quantitative informationC.1.1Exposu
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C.1.4 Exposures to securitizations
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C.2 Asset disposalsC.2.1 Financial
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Section 2Market risk2.1 INTEREST RA
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Table 1 - Value at risk and expecte
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Trend in VaR constituents The
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2.1 Regulatory trading book: cash e
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HedgingFair value hedgesFair value
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2. Banking book: cash exposures of
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2.4 FINANCIAL DERIVATIVE PRODUCTSA.
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A.2.2Other derivativesType of trans
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A.4 Financial derivatives: negative
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A.6 OTC financial derivatives: trad
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A.8 OTC financial derivatives: bank
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B. CREDIT DERIVATIVESB.1 Credit der
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C. CREDIT AND FINANCIAL DERIVATIVES
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indicator generated for the Bank of
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Section 4Operating riskDefinitionOp
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B.2 AFS valuation reserves: composi
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A. QUALITATIVE INFORMATIONTier 1 ca
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PART H - RELATED PARTY DISCLOSURE1.
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BENEFICIAL INTEREST OF BOARD MEMBER
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Situation at 30 June 2011Groupcompa
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Subsequent to the reporting date, o
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ANNEXES
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Liabilities and net equityIAS-compl
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MEDIOBANCA S.p.A. BALANCE SHEET *As
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MEDIOBANCA S.p.A. PROFIT AND LOSS A
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BANKS AND FINANCIAL COMPANIES (IAS/
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BANKSTABLE B (cont.)BALANCE SHEETSC
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OTHER GROUP COMPANIESTABLE B (cont.
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OTHER FINANCIAL COMPANIES (IAS/IFRS
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OTHER FINANCIAL COMPANIES (IAS/IFRS
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OTHER NON-FINANCIAL UNDERTAKINGS (I
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OTHER NON-FINANCIAL UNDERTAKINGS (I
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OTHERS (IAS/IFRS)TABLE B (cont.)462
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ASSOCIATE COMPANIESTABLE CBALANCE S
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ASSOCIATE COMPANIES TABLE C (cont.
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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
Page 500 and 501: eing replaced had been elected from
Page 502 and 503: 3) decisions concerning the acquisi
Page 504 and 505: transaction concerned, either thems
Page 506 and 507: Article 17, paragraph 2, points 3 a
Page 508 and 509: for its operations and the size of
Page 510 and 511: specifically designated by the Boar
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Page 514 and 515: Article 29The Statutory Audit Commi
Page 516 and 517: AUTHORIZATION TO THE BOARD OF DIREC
Page 518 and 519: The share capital may also be incre
Page 520 and 521: The Board of Directors is also auth
Page 522 and 523: ANNUAL STATEMENT SON CORPORATE GOVE
Page 524 and 525: At a general meeting held on 28 Oct
Page 526 and 527: Persons authorized to take part and
Page 528 and 529: All the Directors have made stateme
Page 530 and 531: DIRECTORSIRECTORS’ AND STRATEGIC
Page 532 and 533: With reference to risk management,
Page 534 and 535: Appointments committeeAppointments
Page 536 and 537: The Executive Committee is currentl
Page 538 and 539: HEAD OF COMPANY FINANCIAL REPORTING
Page 540 and 541: - expresses its opinion on the appo
Page 542 and 543: INTERNAL DEALINGThe Directors of Me
Page 544 and 545: In performing his duties, the head
Page 546 and 547: RISK MANAGEMENT AND INTERNAL ICONTR
Page 548 and 549: Table 1: BOARD OFMember ****OARD OF
Page 552 and 553: NamePosition held inMediobancaPosts
Page 554: NamePosition held inMediobancaPosts
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Annual Accounts and Report as at 30 June 2011 Draft - Mediobanca

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