Annual Report 2011 - Hong Kong Monetary Authority

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7. Take-overs and defensive measures 7.1. The Bank has included in art. 6 para. 3 of its Articles of Association a clause providing that bidders are not required to make a formal take-over bid pursuant to articles 32, 52 and 53 of the Swiss Stock Exchanges and Securities Trading Act (SESTA). 7.2. No member of the Bank’s senior management (Board of Directors, Executive Committee and other senior officers) has signed a contract protecting him/her from a transfer of control by the Bank. CORPORATE GOVERNANCE 47
8. Independent Auditors 8.1. Duration of the Auditors’ mandate and of the Chief Auditor’s term of service Since 1982 PricewaterhouseCoopers SA, Geneva has audited the parent company financial statements of Banque Privée Edmond de Rothschild SA, Geneva. The financial statements of the Banque Privée Edmond de Rothschild Group are also audited by PricewaterhouseCoopers SA. Philippe Bochud has served as Chief Auditor for our account since 2005. He will be replaced in this capacity by Beresford Caloia from the 2012 financial year. 8.2. Auditing fees Banque Privée Edmond de Rothschild SA in 2011 paid a total of CHF 510,000 in auditing fees to Pricewaterhouse- Coopers SA, Geneva, within the meaning of this provision of the Guidelines on Corporate Governance. 8.3. Additional fees The Bank paid additional fees totalling CHF 50,000 (for tax consulting services) within the meaning of this provision of the Guidelines on Corporate Governance. 48 2011 ANNUAL REPORT - BANQUE PRIVÉE EDMOND DE ROTHSCHILD SA 8.4. Consultation with the Independent Auditors PricewaterhouseCoopers SA draws up an auditing plan each year. It drafts one report on its review of the annual financial statements and another on its prudential audit. The auditor in charge of our account discusses these reports with the Audit Committee. The auditing plan was presented to the Board Committee at its meeting on 1 September 2011. The Independent Auditors’ findings in respect of the annual financial statements are presented and discussed with the Audit Committee and then presented to the Board of Directors for approval at its meeting in March. The Independent Auditors have access to the Audit Committee at all times, as well as to the Executive Committee and to the Internal Auditing Dept., all of whom they meet with regularly. PricewaterhouseCoopers SA is hired on an annual basis. The company’s qualifications, performance and fees are assessed each year by the Audit Committee or the Board of Directors. As required by FINMA, the auditor in charge of our account is replaced every seven years.
Page 1 and 2: Annual Report 2011
Page 4 and 5: Contents 6 20 Banque Privée Edmond
Page 7 and 8: Banque Privée Edmond de Rothschild
Page 9 and 10: 1 4 1 Odéon, Théâtre de l’Euro
Page 11 and 12: within our group, which have develo
Page 13 and 14: Is this the end of the market econo
Page 15 and 16: dangerous to bet on bureaucracy as
Page 17 and 18: SENIOR MANAGEMENT Head Office Execu
Page 19: BRANCHES In Switzerland Fribourg Se
Page 22 and 23: Social Entrepreneurship Economic te
Page 24 and 25: Corporate governance Introduction O
Page 26 and 27: 1.1.2. / 1.1.3. Group legal structu
Page 28 and 29: 2.6. Transferability restrictions a
Page 30 and 31: 1965-1996 First Vice-President, the
Page 32 and 33: Jean Laurent-Bellue Member, French,
Page 34 and 35: 3.2. Other activities and vested in
Page 36 and 37: 3.5. Powers The Board of Directors
Page 38 and 39: 4. Executive Committee The Executiv
Page 40 and 41: Jean-Pierre Pieren Member, Swiss, 1
Page 42 and 43: Present duties Since 1988 Chief Fin
Page 44 and 45: 5. Remuneration, profi t-sharing an
Page 46 and 47: This scheme was implemented for a f
Page 50 and 51: 9. Information policy Banque Privé
Page 52 and 53: Intercultural Dialogue Too often, p
Page 54 and 55: Key fi gures Banque Privée Edmond
Page 56 and 57: Awards 2011 in Milan and Large Fund
Page 58 and 59: esources of institutional clients i
Page 60 and 61: Outlook for 2012 2012 will be marke
Page 62 and 63: Report on other legal requirements
Page 64 and 65: Abroad Banks Banque Privée Edmond
Page 66 and 67: Prifund Conseil SA Luxembourg 3) 10
Page 68 and 69: Dividends are eliminated through re
Page 70 and 71: Personnel welfare liabilities Contr
Page 72 and 73: Consolidated balance sheet at 31 De
Page 74 and 75: Consolidated cash fl ow statement a
Page 76 and 77: - The Risk Manager sees to it that
Page 78 and 79: 2011 2010 Change (in CHF ‘000) (i
Page 82 and 83: Forex adjustments Redesignations In
Page 84 and 85: Situation at end-2010 Uses and rele
Page 86 and 87: 2011 2010 (in CHF ‘000) (in CHF
Page 90 and 91: 22 Breakdown of consolidated assets
Page 94 and 95: (Note 26 cont’d) 2011 2010 Positi
Page 98 and 99:
2011 2010 42 Earnings per share Gro
Page 100 and 101:
Health and Research For over a cent
Page 102 and 103:
Key fi gures of Banque Privée Edmo
Page 104 and 105:
Roundup of results The Bank’s net
Page 106 and 107:
Elections as per our Articles of As
Page 108 and 109:
Breakdown of revenues (% of total)
Page 110 and 111:
Report on other legal requirements
Page 112 and 113:
Balance sheet at 31 December 2011 (
Page 114 and 115:
Notes to the fi nancial statements
Page 116 and 117:
2011 2010 Change (in CHF ‘000) (i
Page 118 and 119:
2011 2010 Change (in CHF ‘000) (i
Page 120 and 121:
Par value Number of shares 2011 201
Page 122 and 123:
Loans granted to the Bank’s gover
Page 124 and 125:
(Note 15 cont’d) 2011 2010 Employ
Page 126 and 127:
2011 2010 Change (in CHF ‘000) (i
Page 128 and 129:
Edmond de Rothschild Conseil et Cou
Page 130 and 131:
Other Edmond de Rothschild Group co
Page 132 and 133:
Other Edmond de Rothschild Group co
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