P.38 > Businesses P.38 > CORPORATE AND INSTITUTIONAL BANKING AND MARKETS
“A high-quality customer base, a strong business culture, a transparent structure and clear corporate governance.”
Total assets 140 168.3 Regulatory capital* 6.7 8.6 International capital adequacy ratio 12.3% 11.9% Tier one ratio 8.3% 8.3%
During this time, the Natexis Banques Populaires share remained in the SBF 120.
At December 31, 2005, the main shareholders of Natexis Banques Populaires were as follows: (1) wholly-owned subsidiary of Banque Fédérale des Banques Populaires.
The table below shows the growth in value of an investment in one Natexis Banques Populaires share acquired at the December 31, 1999 closing price of B72.70.
Tel.:+33(0)1.40.39.68.79 - Fax: +33(0)1.40.39.63.40 Toll free number (in France): 0 800 600 525
Natexis Banques Populaires is a French corporation (société anonyme) with a Board of Directors. Philippe Dupont is the Chairman of the Board and also Chairman and Chief Executive Officer of Banque Fédérale des Banques Populaires. On January 16, 2002, the company opted to separate the functions of Chairman and Chief Executive Officer. François Ladam, who is not a member of the Board of Directors, has been named Chief Executive Officer.
Permanent representative of Casden-Banque Populaire,member of the Supervisory Board: SCPI Parnasse Immo
It also examined the methods for determining the variable portion of executive compensation, detailed in the section below entitled “Compensation paid to the Chairman, Chief Executive Officer and directors”.
Yvan de La Porte du Theil x 7 7 100% 8,540 1,525 10,065
These provisions apply to the Chairman with regard to his responsibilities at Banque Fédérale des Banques Populaires and at Natexis Banques Populaires.
Natexis Banques Populaire continued its efforts to combat money laundering. It continued to train employees, implement procedures in the various business lines and deploy the Fircosoft software, which manages the list of individuals suspected of involvement in the financing of terrorism.The bank has also installed Norkom, a behavioural analysis software package, so as to strengthen its ability to detect money laundering transactions. Norkom will support the procedures already in place to detect the full range of suspect or atypical transactions.This new profiling tool, which requires an existing databank to work properly, will be progressively deployed at Natexis Banques Populaires in 2006, then at its subsidiaries.
Natexis Asset Management Fund management Financial management of employee investment plans
Corporate France This department’s mission is to facilitate origination and ensure that all of the bank’s products and services are offered to its French corporate customers.
The consortium of investors included, among others, Pirelli and Deutsche Bank.
The financing totaled €900 million and was composed of a medium-term loan and a short-term acquisition loan to be refinanced by a five-year facility backed by real estate assets of la Rinascente.
Business continued apace in 2005, with B252 million in equity issues managed,B371 million in invested capital and B161 million in gains on sales.These performances validated the choices made both in France and abroad.
In venture capital, five investments of subsidiaries of Seventure (formerly Spef Venture) and Ventech were floated on Alternext, Euronext and Nasdaq, and 11 others were sold to industry players, at rising valuation multiples.These results validated the expertise of the bank’s professionals and the reasoning behind their investment and management decisions.
International business posted fresh growth, with B752 million in funds under management and sizable investments. For example, Finatem in Germany invested in J&S (metallic spare parts manufacturer) and Derby (bicycle assembly), Natexis Mercosul Fund invested in Lupatech (manufacturer of valves for the oil industry) in Brazil, Natexis Cape invested in Phoenix (manufacturer of molds for the aluminum industry) in Italy, and Natexis Private Equity Asia invested in Suntech Power (manufacturer of photovoltaic cells), which has since been floated on the New York Stock Exchange.
These services are particularly well suited to business executives, who have been clients of Natexis Banques Populaires and its subsidiaries for many years.
Gratifying results The results of the Services core business reflected robust growth in all business lines, validating the initiatives undertaken. Net banking income increased by 19% and totaled B724 million.
Natexis Axeltis Ltd, the London-based subsidiary dedicated to B-to-B distribution of multibrand funds, increased its penetration of the financial institutions market, with a rise of nearly 74% in intermediated outstanding loans at end-2005 compared with end-2004.
Leveraging Natexis Banques Populaires’ strong presence visà -vis French companies in services, financing and employee benefit planning, the securities services department posted encouraging results, validating the business development plan launched in 2004.
Coface has an ambitious business development strategy Present in 58 countries and able to offer locally-based services in 93 countries, Coface generated 62% of its consolidated premium income outside France in 2005 (vs. 61% in 2004). It strengthened its ability to offer locally-based services across the globe, by offering all of its receivables management solutions through its own networks and those of its partners in the CreditAlliance international network (insurance and service companies). In addition to the four business lines that make up the Receivables Management core business, Coface also offers guarantee insurance, receivables management training, and export credit guarantees that it manages for the account of the French government (prospecting insurance, export, currency risk and investment guarantees).
Coface’s @rating system is the link between all these business units. A unique, worldwide system for rating insurable companies, @rating includes: - an @rating opinion, including a suggested credit limit on 44 million companies worldwide (1@ =
€100,000, etc.); - an @rating credit score, now available on all French companies, which indicates a probability of bankruptcy in the coming year; - a country @rating on 152 regularly monitored countries; - a sectoral @rating measuring the average non-payment risk of companies in the sector.
Personalized coaching Coaching is an approach to personal and professional development for high-level managers starting a new position or taking on new responsibilities. Natexis Management has accredited ten coaches from outside the company.They carry out their assignments within established coaching guidelines that ensure equal treatment and strict adherence to ethical principles.The French business daily Les Echos cited Natexis Banques Populaires’ coaching system as one of the best in France in a survey of corporate coaching practices published at the end of 2005.
Natexis Management, a force for cultural change In 2005, Natexis Management, Natexis Banques Populaires’ management institute, launched a leadership development plan for 100 high-level managers. Participants focus on two major themes: 1) the strategic priorities of Natexis Banques Populaires and their implications for the various business lines, and 2) the qualities that the bank’s leaders will need in the future.
The new Liberté 2 building In 2005, 2,300 Natexis Banques Populaires employees moved into the new Liberté 2 offices in Charenton-le-Pont
In addition, it uses sheltered workshops and other supported employment programs for various services, such as answering job applications, gardening and certain printing jobs.
Social data Quantitative information – except for workforce totals covering France and other countries – relate to Natexis Banques Populaires and virtually all of its French subsidiaries. The reporting system, currently undergoing improvement, is moving toward a consolidated presentation of the parent company and all subsidiaries. Additional information is available in the 2005 corporate report.
As a result, there are specific provisions depending on the sector, in particular with regard to working time.
The company has forged close ties with certain training and apprenticeship centers, which enables young people with a baccalaureate degree plus 2-5 years of higher education to join the company through apprenticeship contracts.
The new standards used for interim reporting comply with the provisions of CNC recommendations, the main impacts being: - reclassification of exceptional items in net banking income or operating expenses depending on their nature; - reclassification of gains and losses on non-current assets in net banking income, except for gains or losses on properties used in the business and investments in consolidated companies; - reclassification of interest on preferred shares from minority interests in net banking income.
Corporate and Institutional Banking and Markets accounted for 41% of total net banking income generated by the core businesses.
n Natural Resources & Related Industries contributed net banking income of B108.7 million in 2005, an increase of 18% compared with 2004.The main contributor was again the energy sector, with a 13% increase in net banking income to B63 million. However, other sectors also saw strong growth,with net banking income up 38% to B27.4 million for the metals sector.
The adoption of EU IFRS had an impact of B7.7 million in 2005. Excluding this impact, net banking income increased by 24%.
Measurement of risks and limits: - Deployment of the methodology for interest-rate risk measurement: curve risk indicator ; - Specific indicators relating to product developments giving rise to new types of risk (correlations). All of these new products have been subject to the “new products” procedure and model validation; - Further improvements to limits for interest-rate products and hybrid derivatives; - Significant increase in assets authorized for money market securities, with deployment of the spread risk measurement metric (Xsi) for this portfolio; - Launch of high-yield activities; - Increased sensitivity to yields on short-term treasury instruments; - Increase in limits for long/short equity, capital structure arbitrage and convertible bonds from Natexis Arbitrage; - Tightening of loss alert levels.
n Impacts on equity and consolidated income: Changes in the marked-to-market of derivative financial instruments are taken to equity and only the ineffective portion of the hedge impacts the income statement at each accounting date.
Risk-weighted assets increased by B17.0 billion to B71.7 billion. B16.5 billion of this growth was due to credit risks, mainly in relation to the increase in financing activities (corporate, structured finance and commodities financing), the impact of the rise in the dollar and the inclusion of Coface’s factoring activities in banking risks.
The majority of short-term requirements were covered by CD and ECP issues in Paris and CD and USCP issues in New York.
This ambitious project is designed to constitute a significant player in the finance and investment banking and banking services sector, whilst safeguarding each of the partners’ own retail banking models.
VIII.4 Loans and advances VIII.4.1 Loans and advances to banks VIII.4.1.1 Performing loans to banks VIII.4.2 Loans and advances to customers VIII.4.2.1 Performing loans to customers VIII.4.2.2 Lease financing VIII.4.2.3 Other loans and advances to customers
IX.3 Gains or losses on financial assets and liabilities at fair value through profit of loss
Reserves Unrealized Net gains & income losses ( € millions) ( € millions) (€ millions) (basis points)
- Capitalization of software development expenses: Contrary to the French GAAP rules applicable until 2004, it is obligatory to capitalize software development expenses under IFRS. As a result, intangible assets are recognized under assets and opening capital is increased by the same amount under the new standards.
Financial liabilities at fair value through profit or loss 6,872 (3) (145) 6,724
Property, plant & equipment and intangible assets 1,014 - - - - - - - -
Note II.2.2 - Main restatements made at December 31, 2004 (2004 IFRS)
Equity attributable to equity holders of the parent (29) 126 38 29 Share capital and reserves - - - -
Net gains on securities held for sale - - - - - - 0
Own-account transactions Natexis Banques Populaires has carried out five synthetic asset securitizations for its own account since 2000, two of which still existed at December 31, 2005.As part of Natexis Banques Populaires’ active portfolio management policy and in agreement with the supervisory authorities, it was decided that the following transactions would be wound up prematurely: - Paris I and II in 2004; - Igloo I in the second half of 2005.
Igloo I is not consolidated because it is not a special purpose entity.
Transactions on behalf of clients In 2002, Natexis Banques Populaires created a multiseller conduit called Elixir Funding to refinance its client securitization transactions on the commercial paper market.
3.2 Consolidation methods The following consolidation methods are applied: Full consolidation Companies controlled by Natexis Banques Populaires are fully consolidated. Under IAS 27, control is presumed to exist when the parent has: - ownership, directly or indirectly through subsidiaries, of more than half of the voting power of an entity; - power to govern the financial and operating policies of the entity under a statute or an agreement; - power to appoint or remove the majority of the members of the board of directors or equivalent governing body; - power to cast the majority of votes at meetings of the board of directors or equivalent governing body.
Consolidated financial statements The consolidated financial statements are presented in the format set out in CNC recommendation 2004-R.03 of October 27, 2004, on IFRS financial statement presentation.
The excess of the cost of the business combination over the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities is recognized as goodwill, which is allocated on the acquisition date to one or more cash-generating units (CGUs) expected to benefit from the acquisition.
Mathematical reserves for savings contracts correspond to the buy-back value of the contracts.
First-time adoption of EU IFRS in 2005 led Natexis Banques Populaires to consolidate a number of dedicated mutual funds representing insurance company investments.These funds are ASM Alternatif Garanti,ABP Actions,ABP Monétaire Plus,ABP Taux, ABP Croissance Rendement and ABP Midcap for Natexis Assurances, and Coface Europe, Cofaction 2, Cofobligations,AKCO Fund and MSL 1 Fund for Coface.
Internal restructuring operations - Creation of Natexis Investor Servicing by transferring the fund administration activities of Natexis Banques Populaires, Natexis Epargne Entreprises and Natexis Asset Management; - Transfer of Natexis Banques Populaires’ aircraft finance activities to Natexis Transport Finance (formerly SBFI); - Transfer of Natexis Banques Populaires’ national and international payment activities to Natexis Paiements; - Merger of private equity subsidiaries NIA and FNS in Singapore; - Creation of Coface Service by combining Coface SCRL and Coface ORT, forming the French market leader in business information and debt management; - Merger of Cofacerating.com and Unistrat Assurance into Coface SA by dissolution without liquidation.
COFINPAR Credit insurance and services 100 100 100 100 100 98 COFOBLIGATIONS (1) Mutual fund for insurance
FONCIERE KUPKA Real estate investment 100 100 100 100 100 100 FRUCTIBAIL Real estate lease financing 100 100 100 100 100 100 FRUCTICOMI Real estate lease financing 100 100 100 100 100 100 IMMOBILIERE NATEXIS Real estate investment 100 100 100 100 - INITIATIVE ET FINANCE INVESTISSEMENT ** Buy-in/buy-out financing 92 76 92 73 92 77 INTERFINANCE NATEXIS N.V. International loan issues 100 100 100 100 100 100 INVESTIMA 6 Real estate holding company 100 100 100 100 - INVEST KAPPA (formerly LineBourse)(4) Online broker 100 100 100 100 51 51 KOMPASS BILGI Marketing and other services 70 70 70 70 70 69 KOMPASS CZECH REPUBLIC Marketing and other services 93 93 93 93 93 91 KOMPASS HOLDING (Sous Groupe) Holding company 100 100 100 100 100 98 KOMPASS INTERNATIONAL NEUENSCHWANDER Holding company 100 100 100 100 100 98 KOMPASS JAPAN Marketing and other services 100 100 100 100 100 98 KOMPASS POLAND Marketing and other services 100 100 100 100 100 98 KOMPASS SOUTH EAST ASIA Marketing and other services 100 100 100 100 100 98 KOMPASS UNITED STATES Marketing and other services 100 100 100 100 100 98 LIBRAIRIE ELECTRONIQUE Business information and solvency 100 100 100 100 - LONDON BRIDGE FINANCE LIMITED Factoring 100 100 100 100 - MERCOSUL ** International investment fund 100 84 100 100 100 100 MSL1 FUND (1) Mutual fund for insurance
(28) Liquidation following sale of Coface SCRL registered office on September 30, 2005
As stated in note III, Natexis Banques Populaires has elected for the option provided by IAS 28 not to account for private equity investments between 20% and 50% using the equity method if they designated as “Financial assets at fair value through profit or loss”. In addition, in keeping the fair value option amendment, private equity investments below 20% are also recognized as “Financial assets at fair value through profit or loss”, as management and measurement at fair value is a documented and well established practice at private equity companies.
A gain or loss arising from a change in the fair value of an available-for-sale financial asset that is not part of a hedging relationship is recognized directly in “unrealized or deferred gains or losses”. Accrued or earned income is recognized directly in profit or loss using the effective interest method under “interest income”. Available-for-sale financial assets are tested for impairment at each balance sheet date.When there is objective evidence that the asset is impaired and a decline in the fair value of an available-for-sale financial asset has already been recognized directly in equity, the cumulative loss that had been recognized directly in equity is removed from equity and recognized in profit and loss under
Assets subject to operating leases are presented in the balance sheet under property, plant and equipment or intangible assets in the case of equipment leases, and under investment property in the case of property leases. Lease income from operating leases is recognized in the income statement on a straight-line basis over the lease term under “other banking revenue and expenses”.
Natexis Banques Populaires as lessee At inception of the lease term, finance leases are recognized as assets and liabilities in the balance sheet at amounts equal to the fair value of the leased asset, or, if lower, the present value of the minimum lease payments, each determined at the inception of the lease.
If the valuation model is not recognized or the parameters used are not observable, the trading profit on the day of trading cannot be recognized immediately in the income statement.
Depreciation and amortization After recognition, assets are depreciated or amortized over their estimated useful lives either on a straight-line basis or on a diminishing balance basis where this better reflects the pattern of consumption of future economic benefits. The residual value of the asset is deducted from its depreciable or amortizable amount where it can be measured reliably. Natexis Banques Populaires does not believe it can reliably measure the residual value of items other than land and indestructible elevations. They are therefore assigned a nil residual value.
As of January 1, 2005, fees and commissions that form an integral part of the effective yield of an instrument, such as commitment fees or loan set-up fees, are recognized as an adjustment to the effective interest rate over the term of the loan.They are therefore treated as interest income.
At December 31, 2005, the capitalization rates applied varied from 6% for the best properties (Haussmann-style buildings in Paris, lessees with good credit profiles) to 11% for lower quality properties (non-city centre location, mixed use, vacancy rate not at zero).
6.2 Risk Management department The Risk Management department has five sub-departments: - counterparty/country risk; - market risk; - risk management, control and reporting; - operational risk; - insurable risk.
This structure is completed by: - a new products committee, enabling capital markets activities to launch new products safely, after identifying and analyzing the different risk factors that may impact the value of the product.The new products committee meets every six weeks and is completed by working parties that meet every week. The committee examines the different risks inherent to a new product, in particular market, counterparty, legal, accounting, tax and non-conformity risks.
Market risk measurement The market risk management system is based on a risk metrics model that measures the risk run by each Natexis Banques Populaires entity.The current model consists of a number of standard metrics and VaR calculations.
Currency risk is broken down into two components: n Operational currency risk, generated by the trading activities. The maximum potential loss is B3 million. This risk is monitored by the Market Risks Committee and the ALM Committee; n Structural currency risk, which is monitored by the ALM Committee.
The organization and internal reporting structure within the Board of Directors and Executive Management constitute the basis of identification of sectors.
VIII.2 - Hedging derivatives Derivative financial instruments designated as hedges are those which meet the conditions required by IAS 39 at inception of and throughout the term of the hedging relationship and throughout its duration, particularly with respect to documentation of an effective relationship between the hedging instrument and the hedged item, both prospectively and retrospectively. Hedging relationships are presumed to be effective when the ratio of actual changes in the value of the hedging instrument and the hedged item is between 80% and 125%.
Shares in non-trading real estate companies - - - - - -
Deferred profit sharing reserves represent the proportion of income on investments due to policyholders that has not yet been distributed.These reserves must be distributed within a period of eight years.
(1) Issues in 2005 concern a €750 million tranche of redeemable subordinated notes and a €300 million tranche of super-subordinated notes, included in Tier One equity.
This item also includes income and expenses relating to insurance activities, in particular life insurance premium income, paid benefits and claims and changes in insurance liabilities.
Other income and expenses IX.5.3 420 (126) 294 396 (112) 284 181NATEXIS BANQUES POPULAIRES
IX.5.2 - Other insurance income and expense in € millions 12/31/2005 12/31/2004 EU IFRS 2004 IFRS
IX.6 - Operating expenses Operating expenses comprise mainly payroll costs, including wages and salaries net of rebilled expenses (see X.1), social security charges and employee benefits (see X.3) such as pensions (defined benefit plans) and share-based payments (see X.4), in accordance with IFRS 2.
Taxes other than on income (60) (51) Other general operating expenses (727) (655) Restructuring costs - -
Change in scheme recognized over the period 1 (1) - - 0
in € millions France Other North Other Other Intragroup Total EU America OECD countries & interregional
To customers Documentary credits 1,947 942 Other confirmed lines of credit 25,455 18,426 Other commitments 728 1,521
Financing leases Net carrying amount 71 5 76 195NATEXIS BANQUES POPULAIRES
This scheme was implemented before May 1, 2005, i.e. before the introduction of law 2005-842 of July 26, 2005.
In our opinion, the consolidated financial statements give a true and fair view of the financial position and the assets and liabilities of the group as of December 31, 2005, and the results of its operations for the year then ended in accordance with IFRS as adopted by the European Union.
Natexis Banques Populaires uses significant estimates within the context of its banking activities: - The group records provisions to cover the risks inherent in its business (notes V and VIII.13 of the notes to the financial statements ).We examined the control procedures applicable for monitoring credit risks, provisioning methodologies, assessing the risks of non-recovery and determining the related specific and collective provisions; - The group uses internal models and methodologies to measure financial instruments that are not traded on active markets, as well as to book certain provisions and assess the relevance of their designation as hedging instruments (in particular financial assets and liabilities at fair value through profit or loss, available-for-sale assets and financial instruments recognized at amortized cost, the fair value of which is presented in note V of the notes to the financial statements).We have examined the control procedures relating to the verification of the models and determination of the parameters used.
The group reviewed its material intangible assets and goodwill recorded in the consolidated balance sheet (notes III and V of the notes to the financial statements).We obtained an understanding of its conclusions and verified that they had been taken into consideration in preparing the consolidated balance sheet.
We have no comment to make as to its fairness and consistency with the consolidated financial statements.
The impairment charge is now calculated as the difference between the carrying amount and the estimated recoverable amount discounted at the original effective interest rate. The discounting requirement led to the recognition of an additional provision of B16 million deducted from opening equity at January 1, 2005.
Non-performing loans are identified and accounted for in accordance with standard CRC 2002-03 and the opinion issued by the CNC Urgent Issues Task Force on December 18, 2003, which set out the rules for classifying loans as nonperforming and irrecoverable.
1.5.2 Investments in subsidiaries and associates and equity securities held for investment n Consolidated investments: Natexis Banques Populaires valued its investments in consolidated subsidiaries at the year end.The most material investments were also valued by an independent expert.
1.7 Property, plant & equipment and intangible assets 1.7.1 Measurement on Initial recognition Fixed assets of the former Crédit National purchased prior to December 31, 1976 are stated at fair value as determined at the time of the 1976 legal revaluation.Assets purchased since 1976 are stated at cost. Fixed assets of the former BFCE are carried in the balance sheet at their fair value as determined at the time of BFCE’s acquisition by Crédit National. Fixed assets of the former Caisse Centrale des Banques Populaires were transferred at their net book value.
1.13.2 Currency instruments n Spot currency transactions outstanding at the year end are valued at the year-end rate.
Actuarial gains and losses are recognized in profit or loss using the “corridor” method. Under this method, the portion that exceeds 10% of the greater of the group’s obligation or the fair value of plan assets is deferred over the remaining working lives of the employees participating in the plan.
Equities and other variable income securities 1,339 977 785 Trading account securities 736 618 506 Securities held for sale 603 358 279 Non-performing securities - 1 -
A) Banks and credit institutions NATEXIS LEASE 16,670,494 399,595,042.46 NATEXIS BLEICHROEDER Inc. 100 160,001,569.60 NATEXIS TRANSPORT FINANCE 1,244,316 174,893,671.79 NATEXIS FACTOREM 1,494,854 127,459,107.02 NATEXIS BLEICHROEDER S.A. 673,542 50,548,024.75 NATEXIS ARBITRAGE 4,019,846 60,614,602.32 NATEXIS INTEREPARGNE 555,653 57,052,981.05 NATEXIS PRIVATE BANKING Luxembourg S.A. 11,017 32,101,337.37 NATEXIS LUXEMBOURG S.A. 399,999 40,636,720.29 NATEXIS MOSCOW 111,618 36,743,030.55 NATEXIS COFICINE 109,100 27,817,318.25 BANQUE PRIVEE SAINT DOMINIQUE 1,637,100 21,813,341.85 NATEXIS ALGERIE 2,096,266 24,990,191.49 NATEXIS PAIEMENTS 4,076,219 22,086,690.50 CFDI - Caisse Française de Développement Industriel 29,994 4,572,555.82 NATEXIS FUNDING 170,129 3,881,008.09 SOGAFI - Société de garantie financière 49,994 1,807,862.41 IFCIC 37,708 574,854.75 NATEXIS LEASE MADRID 32,134 514,144.00 INTERFINANCE NATEXIS NV 29,997 25,985.91
LUGDUNUM GESTION 7,995 289,653.21 CO-ASSUR 2,495 282,683.77 SCI ANTIN HAUSSMANN 18 274,408.23 GECOMEX 4,995 16.00 INVEST ALPHA 14,994 228,582.06 TURBO SA 8,166 126,847.48 CRENINVEST 1 4,994 76,133.04 CLADEL MARITIME 4,590 5,284.09 SAS VALMY LIBERTE CONSEIL 2,476 67,104.78 NATEXIS FORMATION 3,494 55,904.00 NXBP 1 2,590 39,484.30 INVESTIMA 11 3,850 38,500.00 INVESTIMA 3 3,850 38,500.00 INVESTIMA 5 3,850 38,500.00 INVESTIMA 7 SAS 3,850 38,500.00 VAL “B” 2,494 38,416.68 SAS MONTMARTRE 1 2,500 34,166.83 CRENINVEST 7 2,494 38,020.78 INVEST GAMMA 2,494 32,807.63 INVEST OMEGA 2,494 25,744.43 SDGP 43 2,493 37,949.73 SDGP 38 2,493 37,893.60 SDGP 41 2,493 37,893.60 INVESTIMA 12 3,700 37,000.00 INVESTIMA 14 3,700 37,000.00 INVESTIMA 16 3,700 37,000.00 INVESTIMA 17 3,700 37,000.00 INVESTIMA 18 3,700 37,000.00 INVESTIMA 19 3,700 37,000.00 INVESTIMA 20 3,700 37,000.00 SEMA ENGHIEN LES BAINS 1,500 22,867.35 GIE RESTAUPRISE 14,740 22,470.99 INVESTIMA 8 SAS 3,850 19,250.00 INVESTIMA 9 SAS 3,850 19,250.00 GIE OMNIUM NATEXIS 1,250 19,056.13
NATEXIS BLEICHROEDER INC 1345 avenue of the Americas - NY 10105 - NEW YORK 151,503 USD (20,848) USD 100.00% 215,807 160,002 24,603 - 67,210 USD (149) USD - *
Reversal of impairment charges 52 21 2 Losses covered by impairment charges (31) - Losses not covered by impairment charges - - Recovery of bad debts written off - - -
Charge to provisions for contingencies & losses Investments in associates and other securities held for investment 3 (2) -
In our opinion, the financial statements give a true and fair view of the financial position and the assets and liabilities of the company as of December 31, 2005 and the results of its operations for the year then ended, in accordance with accounting principles generally accepted in France.
The assessments were made in the context of our audit of the financial statements, taken as a whole, and therefore contributed to the formation of the unqualified opinion expressed in the first part of this report.
The transfer value of the assets and liabilities comprising the business amounted to B200,000.
The committee may ask business line heads to present their progress in implementing recommendations made by the internal or external audit and control functions.
Risks are managed by a system of limits for each of these metrics, delegated to the head of each capital markets business line.
This system was strengthened in 2005 with the launch of the “Departmental operational risk management” project, in accordance with the Banque Populaire Group’s approach.
In order to comply with new regulatory requirements, at the end of 2005, Natexis Banques Populaires created a Group Compliance department separate from Internal Control, both of which report to the Board Secretary, who is a member of the executive committee and responsible for continuous checks.
2.3.3 External control In addition to the self-checking procedures performed by the local finance departments responsible for preparing individual or consolidated accounts, the quality of accounting controls is verified by: n Ad hoc audit assignments carried out by the Internal Audit department of Banque Fédérale des Banques Populaires. The Finance department of Natexis Banques Populaires was audited in 2003, notably covering the consolidation process. Work and progress on recommendations made have been reported periodically to Banque Fédérale des Banques Populaires; n Audits carried out by the French Banking Commission in its role as banking regulator.The bank’s individual and consolidated accounting procedures and accounting controls were audited in early 2004; n Audits carried out by the group’s external auditors, who work in collegiate fashion consistently throughout all group entities and whose opinions are based in part on compliance with the standards of the Banque Populaire Group, as laid down by Banque Fédérale des Banques Populaires, which are also applicable to Natexis Banques Populaires subsidiaries, and on the effectiveness of local internal control procedures.
The ninth to eleventh resolutions propose the replacement of three directors leaving the Board of the Banque Populaire Group.
This authority, which is granted for a period of eighteen months, is intended to enable the company: - to ensure liquidity or make a market in the shares through an independent investment service provider acting independently under the terms of a liquidity agreement complying with the Code of Ethics of the AFEI; - to allot shares to employees under the conditions permitted by the regulations, and particularly in the context of a profit-sharing arrangement, stock option plan, company or group savings plan or free allocation of shares; - to offer the shares in payment or exchange, particularly with respect to acquisitions; - to use the shares to cover obligations relating to debt securities giving access to the capital; - to cancel the shares by way of a reduction in the capital.
If the amount of the dividends to which a shareholder is entitled does not correspond to a whole number of shares, the shareholder may receive: - either the nearest lower whole number of shares, plus the balance in cash, - or the nearest higher a whole number of shares, in exchange for an additional payment in cash.
The option to have dividends paid in the form of shares will be available from May 22, 2006, the date the shares go ex dividend. Shareholders may make the request to the establishment holding their securities account. The option will remain open until June 2, 2006, inclusive. Shareholder not exercising their option within that period will receive their dividends in cash on June 12, 2006.
Eleventh resolution: appointment of a Director Summary: the purpose of this resolution is to appoint Yves Gevin as a Director to replace Francis Thibaud, who is resigning from office.
Twelfth resolution: authority to grant stock options Summary: the purpose of this resolution is to renew the authority granted for one year by the extraordinary general meeting of May 19, 2005, to grant employees of Natexis Banques Populaires and its subsidiaries, and to other employees of the Banque Populaire Group, options to subscribe for new, or to purchase existing, shares in the company.
Each option shall entitle the holder, under the conditions provided by the regulations in force, to subscribe for or purchase one share in the company.
The balance, plus any retained earnings, comprises the sum available for distribution,which may by resolution of the shareholders at the annual general meeting be used as they deem appropriate within the limits permitted by law, either by way of transfer to retained earnings or other reserves, or at the recommendation of the Chairman of the Board duly approved by the Board of Directors, distributed in full or in part as a dividend.
When it is determined, in accordance with current regulations, that the percentage of the capital stock owned by employee shareholders is in excess of the threshold provided by law, a director shall be appointed by the general meeting from among candidates put forward by the Supervisory Board of the company’s mutual fund or
As far as Natexis Banques Populaires is aware, no shareholder owns more than 5% of the capital stock or voting rights other than as mentioned above.
History of CCBP CCBP was founded in 1921 to support the expansion of the Banque Populaire regional banks, and to conduct both institutional activities on behalf of the Banque Populaire regional banks (managing and monitoring their cash surpluses, special assignments on behalf of the Chambre Syndicale des Banques Populaires, bond and similar issuance) and banking activities in the competitive market sector.
6.4. Extent to which the issuer is dependent on patents or licences, industrial, commercial or financial contracts or new manufacturing processes 91 6.5.The basis for any statements made by the issuer regarding its competitive position 69 to 76 7. Organizational structure 7.1. Brief description of the group 36, 271 7.2. List of significant subsidiaries 220 - 221 8. Property, plant and equipment 8.1. Existing or planned material tangible fixed assets 150, 172 8.2. Environmental issues that may affect the issuer’s utilization of the tangible fixed assets 66 to 68 9. Operating and financial review 9.2. Operating results 69 to 77 10. Capital resources 10.1. Information concerning the issuer’s capital resources 106, 110 to 113 10.2. Sources and amounts of the issuer’s cash flows 108 10.3. Information on the issuer’s borrowing requirements and funding structure 93 - 94 10.4. Information regarding any restrictions on the use of capital resources that have materially affected, or could materially affect, the issuer’s operations. N.A. 10.5. Information regarding the anticipated sources of funds needed to fulfill commitments referred to in items 5.2. and 8.1 93 - 94 11. Research and development, patents and licences N.A. 12. Trend information 94 13. Profit forecasts or estimates N.A.