Supervisory Board Message from Edmond Alphandéry, Chairman of the Supervisory Board 2
Executive Board Message from Gilles Benoist, President of the Executive Board 4
Our business: personal insurance 8 The market in 2001: second best performance ever 10 A comprehensive range of products 12
Our ambition: sharing values 34 Embedded value of EUR 43.5 per share 36 CNP Assurances share performance 38 Local services for shareholders 40 Life-enhancing values at the heart of sustainable development 42 Accounting developments 44 2001 financial report 45
CNP Assurances asked Géraldine González to create a model town. Taking up the theme used in the advertising film, this work portrays scenes from daily life—the family, leisure, work—that echo key CNP Assurances values.
The Group is one of the driving forces for change, working in close partnership with three major distribution networks—the French Post Office, the Savings Banks and the French Treasury— representing over 25,000 outlets, 250 financial institutions ranging from the largest to the smallest, more than a thousand companies, major mutual insurers and 17,000 local authorities.
The Group’s commitments are covered by some EUR 136 billion worth of assets. These assets are managed according to an investment policy that yields healthy returns while protecting the underlying value of the portfolio.
In 2001, the long period of economic growth in North America and Europe came to an end.
For Europe, the picture was brightened by the outstanding success of the euro, which has become part of everyday life.
These events had direct repercussions on the world economic and financial situation. Stock markets throughout the world were shaken and the insurance and bancassurance sectors particularly hard hit. France’s CAC 40 lost 22% over the year and the DJ Insurance index fell back 36%. Since the beginning of 2002, there have been growing signs of an upturn in the US economy. Risks to the global economy subsist, however, due in particular to the political difficulties in several areas of the world. Against this background, it is essential to keep up the pace of European integration, so as to allow each member country to benefit from the momentum created by the single market and help them meet the challenges of an increasingly complex world. In France, the outlook is marred by indications that the steady decline in the jobless rate has come to an end, at least for the time being, prompting the government to downgrade its economic growth forecasts for 2002.
Share price resilience We responded to economic conditions in 2001 by maintaining our very prudent asset management policy. As a result, our share price not only resisted much better than many other insurance stocks, but also better than the market as a whole, once again demonstrating our overall resilience in the face of negative trends. Since the initial public offering in October 1998, our share price has risen by over 60%.
rose 10.7% to EUR 584.3 million, while like-for-like return on equity (ROE), based on recurring profit, climbed to 13.4%. Our extremely healthy fundamentals testify to the efficiency of the Group’s management processes. Two major events also left a lasting imprint on 2001 in the shape of the acquisition of a majority stake in Caixa de Seguros, Brazil’s sixth largest insurer in terms of premium income, and the acquisition of a licence in China, opening up tremendous opportunities for CNP in these huge markets. These developments provide CNP Assurances with a firm footing internationally and we intend to further extend the Group’s geographic reach, giving priority to strengthening our positions in Europe. The Supervisory Board is keeping a close watch over the management of the Group’s investment in Brazil, as part of its commitment to protecting the interests of all CNP Assurances shareholders, without exception.
Strong dividend growth In line with previous years, CNP Assurances will be sharing the fruits of its growth with shareholders. The recommended dividend is 29% up on the previous year.
Members Caisse des dépôts et consignations, represented by Daniel Lebègue Isabelle Bouillot Pierre Servant Gérard Barbot Robert Allemon Sopassure, represented by Daniel Caille Patrick Werner Charles Milhaud Philippe Wahl Jean Bassères, representing the French State Jean-Baptiste Le Corre Compagnie suisse de réassurances, represented by Michel Liès Alexandre Lamfalussy Antonio Borges Jean-Jacques Doaré
Works Council representatives Irène Wieclaw Sébastien Fournier Alain Griffith Patrick Berthelot *Subject to approval at the Annual General Meeting of 4 June 2002.
**Subject to the decision of the Supervisory Board of 4 June 2001.
Message from Gilles Benoist, President of the Executive Board 2001 witnessed several dramatic events worldwide, particularly in the United States. CNP Assurances, which was not directly affected by these events, expanded its position in core markets, while turning towards new areas of development both in France and internationally. Consolidated premium income totalled EUR 17.3 billion. This was 1.3% lower than in 2000 (3.1% excluding Brazil) but CNP Assurances comfortably outperformed the French personal insurance market which was 7% down.
ROE stood at 12.2% in the savings segment, 14.1% in the pensions segment and 16.9% in the personal risk segment.
Published net profit including exceptional items and based on the new accounting standards
Excluding the effect of the Brazilian acquisition, embedded value is EUR 46.1, up 6%.
Property damage *“Personal risk” includes personal risk insurance, loan insurance and health insurance.
CNP Assurances has been designing, distributing and administering savings, pension and personal risk insurance products for over 150 years. Our individual and group policies are tailored to the specific product needs of each distribution network—the Post Office, the Savings Banks and the French Treasury— companies, local governments, mutual insurers and financial institutions.
Life insurance, the most popular investment product in France Life insurance remains very popular among the French, due to the tax benefits and because these products represent flexible and safe investments. In 2001, the life insurance market attracted over half of the new money
After two consecutive years of growth, the French personal insurance market contracted by 7% to an estimated EUR 92.6 billion. The downturn came after a record year in 2000, which saw 20% growth in the savings market, of which 40% was attributable to massive transfers from bank-type PEP savings accounts (EUR 14.3 billion) and Livret A passbook savings accounts (EUR 1.3 billion). 2001 was nonetheless a good year—the second best ever, surpassed only by 2000— despite the 7% decline in the personal insurance market and the 8% falloff in the savings market to an estimated
■ 79% of the people surveyed already have a life insurance policy. ■ 34% consider that life insurance currently represents the most attractive investment product.
About half of all investors (53%) have several contracts, the average being 1.8.
These investors show a marked preference for non-unit-linked products (50%) over unitlinked products (25%).
Among the holders of unit-linked policies, 68% prefer to leave it to their insurer to invest in existing funds, 25% prefer to select the investments themselves and 26% opt for a contract that leaves them free to select not only the different types of investments but also their respective weightings in the portfolio.
■ 11% of policyholders intend to increase their payments in 2002.
■ 6% of policyholders say they may well take out a new policy in 2002.
■ 32% of French savers already have a personal risk policy. ■ 16% of them took out a personal risk policy in 2001, generally with whole life cover and/or cover for the accidents of day-to-day life. ■ 7% plan to take out personal risk insurance in 2002.
China gained membership of the World Trade Organisation, in exchange for clear commitments in the area of insurance, and a new round of negotiations was launched during the fourth ministerial conference of the WTO, with particular emphasis on financial services.
Under the terms of the 19 May 2000 Sino-European agreement, China gave a commitment to grant seven licences and two sub-licences to European insurers, and in 2001, the Chinese authorities granted CNP Assurances a licence to write life business. Scheduled for completion no later than 1 January 2005, WTO negotiations concerning the service industry are now in the active phase. French insurers are lobbying to gain access to certain markets —including India, Brazil and Turkey— and to secure the removal of certain obstacles to entry in the US and Japanese markets. A certain number of key issues to be discussed with US and Japanese insurers have already been identified.
Savings products marketed by life insurers correspond to endowment policies with whole-life cover. These policies provide for the payment of a lump sum at maturity or upon the death of the policyholder. Unlike savings products marketed by financial institutions, life insurance policies offer certain tax benefits as well as protecting
A comprehensive range of products The CNP Assurances offering encompasses savings, pension and personal risk insurance products, a category that also includes health insurance and loan insurance.
The new Vivango fund launched during the year offers a yield based on the average performance of 10 stock market indexes, together with a capital guarantee. The premium Ascendo range also has a new option, Tonifia Projet de Vie, which allows savers to build up capital over the long-term by making regular payments into non-unit-linked and unit-linked funds. The proportion of capital invested in equities is scaled down over time, to reduce the investment risk as the contract nears maturity.
The Préfon-Retraite pension scheme has attracted high volumes of new money in recent years and 2001 was no exception, with premium income reaching just under EUR 406 million. As lead manager of the insurance consortium responsible for covering scheme commitments and ensuring that investment portfolios generate adequate returns, CNP Assurances contributed actively to the drafting of the financial agreement which sets annual asset allocation targets.
The Group also kept up its drive to strengthen the technical and financial management instruments for the scheme which had assets with a book value of nearly EUR 4.5 billion at the end of 2001.
evolves over time based on market opportunities, minimum guarantees for certain products at maturity of the contract or on the death of the policyholder, and profiled funds. Profiled funds allow savers to invest according to the level of risk that they consider acceptable, choosing between growth funds, balanced funds and secure funds. CNP Assurances has also developed unit-linked tracker offerings with a guaranteed yield based on the performance of a stock market index such as the CAC 40.
Main savings Network Individual/ Non-unit- 2001 2001 products group linked/ turnover* managed unit-linked assets*
CNP Assurances offers a wide range of solutions in the area of personal pensions. With regular premium products, the insured agree to pay fixed regular premiums, often representing small amounts, in exchange for a life annuity when they retire. They can increase the amount of the future annuities by paying top-up premiums. One example is Garantie Retraite Ecureuil, distributed by the Savings Banks.
Group insurance *In EUR millions. **Caixa Seguros (Brazil) has been consolidated since 1 July 2001.
Personal risk insurance disability, total and irreversible loss of autonomy and death, providing them with a daily living allowance, a lump sum payment, an education allowance, a living allowance for their spouse, a cash payment to cover funeral costs, etc.
Local services In early 2001, CNP Assurances and AZUR-GMF set up a joint subsidiary, Filassistance International, an assistance company governed by the Insurance Code. Filassistance International’s goal is to become the benchmark provider of a broad array of local assistance services, including healthcare and long-term care. These services enhance the CNP Assurances offering by providing policyholders with a combination of financial and practical support. In the second
In 2001, Carrés Bleus upgraded its information system to keep pace with the development of the business. New services have come on stream, including the analysis of hearing aid cost estimates. A network of 1,200 partner opticians has been developed, offering certain benefits to Carrés Bleus clients. A new website has been launched for administrations, partner opticians and the general public, to facilitate and promote communication among these various stakeholders.
500,000 people in 24 different administrations currently have access to Carrés Bleus services. In 2001, Carrés Bleus was contacted by 18,000 people and carried out more than 27,000 service operations.
The personal risk insurance business conducted by CNP Assurances and the French Post Office through their joint subsidiary, Assurposte, received fresh impetus in 2000 with the introduction of new products. These initiatives paid off in 2001, with almost 140,000 contracts sold, bringing the total portfolio to 300,000 contracts at the end of the year. The target for 2002 is to sell 180,000 to 200,000 new contracts. 2001 also saw the deployment of Complétys Santé throughout France. Complétys Santé offers full reimbursement of healthcare costs not covered by Social Security and a high level of coverage of dental and optical costs. Policyholders can also obtain an analysis of the costs quoted by dentists and ophthalmologists, provided by Carrés Bleus. With the early September launch of Avisys Protection Famille, and the introduction in late spring 2002 of Garantie des Accidents de la Vie, a comprehensive policy covering the accidents of day-to-day life, Assurposte’s personal risk offering will cover virtually all needs.
Lo an in su ra nc e *In EUR millions. **Caixa Seguros (Brazil) has been consolidated since 1 July 2001.
Building an international presence CNP Assurances’ international development strategy is both prudent and pragmatic. The highlights of 2001 in this area were the acquisition of a 50.75% stake in Caixa Seguros, one of Brazil’s leading bancassurance companies, and the granting of a licence to write life insurance in China.
Caixa Seguros has exclusive access to the network of 1,900 CEF branches and the 7,000 national lottery sales outlets managed by CEF, which also sell savings products. Established in 1861, CEF
(This breakdown may be adjusted in the period to 31 December 2002.)
Caixa Seguros contributed EUR 306.9 million to second half premium income, representing 3.5% over a full 12-month period. The EUR 9 million dilutive impact on profit represents 0.2% of ROE. The currency risk was effectively controlled in 2001—the acquisition exchange rate was BRL 1.98 to EUR 1, whereas the rate at 31 December 2001 was BRL 2.04.
Transferring knowledge and mobilising the network For CNP Assurances, Caixa Seguros represents the opportunity to implement a major business project in a market which represents over half the entire South American market.
In Brazil, Caixa Seguros sells six categories of products through the Caixa Econômica Federal (CEF) network.
Savings: essentially guaranteed-rate funding bonds with a two-to-ten year life (SuperXCap, CaixaCap, CopaCap).
Property damage: motor insurance (AzulCar, Carro Forte), comprehensive home insurance (RD Bilhetes), construction performance bonds (Garantia).
Strong growth in Portugal Since March 1999, CNP Assurances has held controlling interests in two Portuguese insurance companies, Global SA (75.75%-owned) and Global Vida SA (73.90%-owned). In 2001, the Global group had premium income of EUR 133 million, up 18% on the previous year. The personal insurance business has been growing faster than the property damage business and currently accounts for around 52% of total premium income. The group’s life insurance and property damage businesses both achieved growth in excess of that of the market as a whole, which represented around EUR 7 billion in premiums in 2000, with 54% coming from life insurance. The Global property damage business is expected to expand by 15%, outstripping forecast market growth of 6.5%. A keen eye is kept on these figures, to ensure that management ratios are not weakened, particularly in motor insurance. Global is an acknowledged expert in this highly competitive segment and maintains a very selective approach to new business.
The life business looks set to expand 26%, in a market up 20%. The key to moving up the rankings in terms of size lies in adding a new distribution network with a large number of outlets, in order to eat into the banks’ 80% share of the life market.
*Sopassure is a holding company that is 50.1%-owned by La Poste and 49.9% by the Caisse d’Epargne Group.
CNP Assurances’ ambition, over and above its basic operations, is to share certain life-enhancing values with its shareholders, employees, clients and partners. CNP Assurances is committed to acting as a responsible corporate citizen and promoting sustainable development represents part and parcel of its business.
Embedded value of EUR 43.5 per share CNP Assurances, the first French insurer to publish embedded value and new business figures in 1999, is committed to offering its shareholders and partners clear and detailed financial information.
An acclaimed information policy CNP Assurances set a precedent in France by disclosing details of its embedded value at 31 December 1998 in its 1999 interim report. Since then, the Group has published embedded value information at regular intervals, as part of its drive to achieve greater financial transparency.
■ Net asset value (NAV): shareholders’ equity and capitalisation reserve plus net unrealised gains attributable to shareholders. The treatment of the capitalisation reserve and the calculation method for unrealised capital gains attributable to shareholders are specific to each insurance company.
Excellent fundamentals NAV per share at 31 December 2001 stood at EUR 35.4, virtually unchanged from EUR 35.3 at year-end 2000. Before deduction of the goodwill booked on the Brazilian acquisition (EUR 2.5), the figure is EUR 37.9. The like-for-like increase is attributable to several factors: • the lower weighting of TMT stocks in the proprietary portfolio than in the CAC 40 index; • the consolidation of additional companies to comply with the new
over the year, compared with a 22% fall in the CAC 40. Unlike non-life insurers, CNP Assurances was not directly affected by most of these events. Its share price resisted far better than insurance stocks in general and also outperformed the market as a whole. This performance, on the back of a 16.8% gain in 2000 when the CAC 40 and the DJ Insurance indexes dipped 0.5% and 0.7% respectively, provided a further demonstration of CNP Assurances’ limited sensitivity to unfavourable stock market trends. At the end of December 2001, the shares were still trading at a discount to embedded value, at EUR 35.7, making CNP Assurances one of Europe’s most underrated insurance companies.
… and in early 2002 In the first four months of 2002, the share price gained 13%, reaching EUR 40.3 on 26 April 2002.
Dividend up 29% At the Annual General Meeting of 4 June 2002, the Executive Board will recommend paying a dividend of EUR 1.39 per share, excluding the tax credit, up 28.7% on last year. This dividend represents a payout rate of 36% based on profit before non-recurring items. The exceptionally large increase is essentially a reflection of the growth in profit before non-recurring items of 12.2% and, to a lesser degree, the exceptional impact on profit of the new accounting standards.
Foreign interest maintained in CNP Assurances In 2001 French and foreign institutional investors confirmed their interest in the company by increasing their holdings.
The main foreign investors, based on percent interest, are as follows: UK investors 5.5%
Local services for shareholders Since its stock market flotation in 1998, CNP Assurances has set two main objectives for managing its relations with individual shareholders: firstly to provide regular, transparent and relevant information, and secondly to promote shareholder loyalty through specific initiatives, such as the creation of a shareholders’ club for the general public and rights issues for employee shareholders.
to respond to the wishes of individual shareholders, as expressed during the many meetings organised in Paris and the French provinces.
A survey of Shareholders’ Club members was carried out in October 2001 to obtain more detailed information on shareholder profiles and aspirations. Of those polled, 89% said they had owned shares since the flotation in 1998. Almost half are also clients of the Group.
Although a majority still prefer traditional communications in the form of a letter followed by announcements in the financial press, over one-third surf the Internet. The shareholder take-up rate of the services offered by CNP Assurances is considered to be highly satisfactory, particularly telephone assistance services and asset management advice.
for everyday matters (administrative and legal formalities, directory assistance, etc.). Periodic offers vary greatly and include visits to CNP Assurances-owned forests and cut-price subscriptions to certain financial reviews.
Initiatives to promote employee share ownership CNP Assurances will carry out its second employee rights issue in 2002. The first issue was an outstanding success with 61% of eligible employees choosing to invest their profit-shares in CNP Assurances shares. In the same way as at the time of CNP Assurances’ stock market flotation in 1998, employees gave a resounding demonstration of their continued confidence in and commitment to the Company.
The Fondation CNP’s commitment to fighting pain Since 1988, CNP Assurances has been supporting the health sector through the Fondation CNP, which
CNP Assurances and Caisse des dépôts have launched sustainable development initiatives combining economic efficiency, social responsibility and respect for the environment. Highlights in 2001 included: ■ support for projects undertaken under the aegis of the Fondation CNP in the areas of healthcare and the promotion of ethical, high quality care in the home and in old people’s homes; ■ adaptation and development of long-term care insurance to protect future generations against the risks associated with increased life expectancy; ■ health information operations conducted by Carrés Bleus, aimed at increasing policyholders’ awareness of their responsibilities, helping them better manage their health expenditure and that of their supplementary health insurance company; ■ promotion of investment in ethical funds; ■ adoption of environmentally sound forest management practices; ■ obtaining ISO 9001 certification for the content, production and distribution of periodic information to policyholders; ■ sorting of office waste by type, water economy measures and an electricity saving programme.
acts under the aegis of the Fondation de France. The foundation’s work, which is in keeping with CNP Assurances’ underlying mission, is aimed at promoting more humane medical treatment and promoting a better quality of life. Sponsorship activities are currently devoted exclusively to improving pain management in patients of all ages, both at home and in hospital. In 2001, the projects supported by the Fondation CNP Assurances included improvement of healthcare professionals’ awareness of pain issues and training in pain management. Two films were produced, one on the presence of parents during painful treatment and the other on the pain process in multiply-handicapped patients. Public information is another priority for Fondation CNP, which financed around twenty public information projects in 2001.
Geriapa, promoting ethical practice Created, managed and supported by CNP Assurances, Geriapa aims at promoting ethical practice and improved quality in home care and old peoples’ homes. This association initiated a quality programme which culminated in September 2000 in the publication of a set of home care standards. In 2001, new guidelines to obtaining the NF Service stamp from the French Standards Office, Afnor, were published. Their aim is to identify and guarantee a high level of service quality for services offered by home care professionals. This approach is set to be extended to old peoples’ homes in 2002 with the publication of a new Afnor standard. The Fondation CNP is also working to fight the maltreatment of old people through its support in training volunteers in the Alma association. CNP Assurances also encourages its employees to offer support to health-related projects in which they are personally involved.
The CNP Group has a significant stock of unrealised gains on these assets, offering solid protection against a potential sharp fall in market prices. Assuming that the prices of all the equities and equity fund units held in the portfolio tracked the CAC 40 index, as of 31 December 2001, CNP Assurances had sufficient unrealised gains to withstand a fall in the CAC 40 index to 3,432 points (representing the “break-even point”). Ecureuil Vie had sufficient unrealised gains to withstand a fall in the index to 4,043 points. Including property assets, the CAC 40 would have to fall by several hundred points more before CNP Assurances would be required to set funds aside in the liquidity risks reserve.
The changes resulting from the adoption of the new accounting standards include the consolidation of non-trading property companies (Sicac and CNP Immobilier) and the full consolidation of 99.07%owned Assurbail which was previously accounted for by the equity method. The capitalisation reserve is now included in shareholders’ equity and movements for the year are dealt with in the profit and loss account. Mathematical reserves were already calculated by the recommended method contained in the new standards, which consists of applying a conservative discount rate not exceeding the asset yield and adjusting any reserves that are understated. Consequently, adoption of these standards did not lead to any adjustment of mathematical reserves. Business acquisition costs are not deferred, because the amounts involved are not material.
Liquidity risks reserve and break-even point The French Insurance Code requires insurance companies to record a liquidity risk reserve if the aggregate
Annual and special general meeting held on Tuesday, 4 June 2002
The composition of the Supervisory Board, the complementary skills represented on the Board and the commitment of its members ensure that, on behalf of shareholders, the Board is able to closely monitor the Group’s management, evaluate in detail the objectives pursued by the Executive Board, assess the Company’s fundamentals and its sensitivity to externally-driven changes in its business environment.
The Supervisory Board has established ways of working that clearly demonstrate its commitment to putting into practice certain core principles of corporate governance.
• Audit Committee The Audit Committee has five members and it met four times in 2001.
The Committee presented its conclusions on the 2001 consolidated accounts at the Supervisory Board meeting held on 12 March 2002.
In addition to this recurrent work, the Audit Committee was also called upon to examine one-off issues, including a major strategic transaction planned by the Group—the acquisition of a 50.75% interest in the Brazilian company Caixa Seguros.
In its recommendations to Company management, the Supervisory Board expressed the view that powers should be shared between CNP and its Brazilian subsidiary in such a way as to establish an internal governance framework regulating relations between Caixa Seguros’ management, representatives of CNP Assurances, as shareholder, and the operating units responsible for implementing Group strategy at local level.
The Board noted that the Company had preserved the relationship of trust that is essential to motivate the distribution networks and help ensure that they meet their sales targets.
In January 2002 the Board examined the definition of performance targets and the assessment of the financial, human and technological resources required to meet these targets, on the basis of a detailed business plan.
The Committee reviews the overall structure of these remuneration packages, including the respective levels of the fixed and variable portions. It determines whether the objectives on which variable remunerations are based have been met and makes recommendations concerning these remunerations.
• The Remunerations Committee also considers all proposals related to stock option plans and employee rights issues.
During the year, the Supervisory Board reviewed and authorised two addenda to existing agreements.
In May 2001 the Company strengthened its ties with the French Treasury network by signing an agreement for a two-year extension of the distribution agreement covering CNP Assurances life insurance policies. The agreement will now run until 1 January 2004.
The extension of this commercial partnership is a new step in relations with this network and should promote growth for CNP Assurances’ products and services.
– an eight-year agreement with Cofidis, a consumer loan company which has expressed interest in setting up partnerships with CNP Assurances in certain European countries.
This agreement, negotiated in a satisfactory social context, is consistent with the main agreements existing within the profession. Its terms are similar to those of the agreements signed within competitor groups. However, it also takes into account the fact that CNP staff include 640 civil servants from the Caisse des dépôts et consignations.
The Supervisory Board will meet immediately after the General Meeting to nominate the Chairman and to renew the appointment of the Executive Board members whose terms also expire on 4 June.
Report of the Supervisory Board On the report of the Executive Board and the 2001 financial statements
When reviewing the turnover of the Company and the Group, we check the reliability and clarity of the financial information provided to shareholders and to the market. We also closely monitor the transparency and relevance of the information produced by the Company on any topic likely to impact the Group’s overall financial position.
The committees of the Supervisory Board play a decisive role in implementing best governance practices.
During the year the Audit Committee examined in detail the financial statements for the year ended 31 December 2000 and the interim results for the period ended 30 June 2001, and reviewed the other financial documents issued by the Company and the Group.
The Committee reviewed the 2000 consolidated financial statements and obtained certain additional explanations from the Executive Board member responsible for the accounts and the external Auditors.
The interim financial statements for the six months ended 30 June 2001, presented for the first time in euros, were reviewed in detail, to ensure that the new consolidated accounting standards had been properly applied.
Two of these standards affect the Group’s return on equity (ROE)—the reclassification of the capitalisation reserve in equity, which reduced 2000 ROE by 0.5%, and the inclusion of additional companies in the scope of consolidation.
The Audit Committee also reviewed the accounting forecasts for 2001 and 2002, prepared in accordance with the new insurance accounting standards. Net profit before non-recurring items rose 12.2% in 2001, in line with the target announced to the financial markets. ROE based on the new standards edged up from 13% in 2000 to 13.2% in 2001, excluding non-recurring items but including the dilutive impact of the Caixa Seguros acquisition.
The Committee discussed this matter with the director in charge of investments at CNP and obtained all the documents required to perform its review. The proportion of equities in the portfolio has steadily increased. Management is committed to following a conservative profit-taking policy, in order to keep sufficient unrealised gains to withstand a significant drop in the markets. At year-end 2001, unrealised gains represented 7.11% of the book value of the Group’s investment portfolio.
Risk management, which is at the heart of the issue of corporate governance, and the risk management resources deployed by the Company were, therefore, the central features in the review of this major international operation.
It reviews proposals on the principles and methods applied to determine the remuneration packages of the members of the CNP Assurances Executive Board and the Chairman of the Supervisory Board.
• The Committee drew up collective targets in terms of productivity gains, growth in the CNP Assurances share price (compared with relevant stock market indexes) and growth in recurring profit. Individual targets were also defined, based on the specific responsibilities of each Executive Board member. All of the recommendations made by the Committee in 2001 were approved by the Supervisory Board.
• All information related to remuneration of the corporate officers and directors is given in the report of the Executive Board in accordance with the new legislation and the Company’s own transparency standards.
SIGNIFICANT EVENTS OF THE YEAR The following events were reviewed by the Supervisory Board: Agreement with Trésor public
The Board was very pleased to see that the reduced working hours agreement applicable to the whole company as from 1 January 2002 had been signed.
The Supervisory Board supports this proposal, which ties in with the Company’s employee savings policy, as well as the draft resolution renewing an earlier authorisation given to the Executive Board to carry out employee rights issues in connection with the Group employee savings plan.
Based on this information, we recommend that shareholders approve the 2001 financial statements, the recommended appropriation of earnings and the resolutions tabled by the Executive Board.
We would like to thank all members of staff for their hard work alongside the Executive Board during the past year.
Toulouse-Pyrénées and Banque Populaire Tarn-Aveyron. This is the first agreement with the Banques Populaires Group.
These policies are written by Marly Courtage, a captive insurance brokerage, on behalf of Banque Hervet and Banque de Baecque Beau. Companies that take out businessowners’ insurance are paid a lump sum to cover the loss of income resulting from the death or loss of autonomy of the business owner or any other key member of staff named in the policy.
January 2001: launch of CNP Caution CNP Caution was licensed to write insurance business on 25 January 2001. This new company was set up to meet the rapidly-growing demand for guarantee solutions among mutual insurers and banks.
Caixa Seguros also owns 51% of Federal Capitalizaçao, the fourth largest player in the Brazilian funding bond market. The majority of Caixa Seguros’ products are distributed via the CEF network of 1,900 branches covering the whole of Brazil.
Established in 1861, CEF is the second largest financial institution in South America in terms of total assets. In its capacity as a public institution, it manages the State unemployment insurance system and plays an essential role in financing housing and public facilities.
It also has the additional role of managing the Brazilian national lottery on behalf of the Government, through 6,500 sales outlets. Caixa has 13 million active clients.
February 2001: awards for best-performing life insurance policies and Sicav investment funds
The Victoires des Sicav awards are given to the products offering the best yields, taking into account the level of risk compared with the average for the category.
Filassistance International services are offered to the various market players and enhance the two partners’ individual and group personal risk offerings.
Filassistance International has already been selected to provide assistance services offered under the Complétys Santé policy marketed by Assurposte, the joint subsidiary of La Poste and CNP Assurances specialised in personal risk and health insurance.
April 2001: subordinated debt issues CNP Assurances has raised a total of EUR 400 million on excellent terms, through subordinated notes issues quoted on the Luxembourg market.
The proceeds from the issues are being used to help finance the Group’s external growth operations, particularly in Brazil.
L’Age d’Or Expansion, an innovative and highly respected provider of services to people who are unable to fend for themselves, plans to extend its operations to cover the whole of France. The company also intends to set up alliances with a growing number of partners operating in related areas, as well as with pension providers and retirement homes. L’Age d’Or Expansion, which was the first company to set up a private network of agencies offering support and assistance to the handicapped and the elderly, will become the preferred partner of Filassistance International for the provision of local services throughout France (round-the-clock assistance, mobility assistance, home deliveries of shopping, meals and medicines, outings and leisure activities, etc.).
Complétys Santé has been developed by Assurposte, a joint subsidiary of La Poste and CNP Assurances, for a relatively young clientele of people looking for high quality healthcare. In addition to health insurance, Complétys Santé offers access to Carrés Bleus healthcare information services.
September 2001: information system migration As part of the redeployment of its IT investments, CNP Assurances has embarked on an IT
On 1 September 2001, the Savings Banks started marketing a new unit-linked product, Nuances 3D. This product offers clients maximum investment flexibility, with a choice of 20 funds at launch, including one non-unit-linked fund and several options with “windows” (temporary funds) on an annual basis. The three investment dimensions are “Liberty”, “Horizon” and “Guarantee”. Tax-sheltered life insurance and PEP options are also available. Caisses d’Epargne has opted to market Nuances 3D using intranet technology, giving branches virtually instant access to the underwriting application. The system has been developed by CNP’s own teams.
Since opening a representation office in Beijing in January 1998, CNP Assurances has forged strong ties with the Chinese authorities and has actively sought co-operation with the country’s Post Office, insurance companies and banks.
October 2001: agreement with Caisses d’Epargne in loan insurance The Caisses d’Epargne Group and CNP Assurances have entered into an agreement in the field of loan insurance. The agreement, effective on 1 January 2002, covers 26 regional savings banks in mainland France, of which 25 will distribute CNP Assurances’ products on an exclusive basis.
The agreement will secure and maximise the savings banks’ margins, while preserving CNP Assurances’ profits, thanks to more effective risk management.
CNP Assurances has also kept its central role in medical selection, claims management and direct commercial relations with the Caisses d’Epargne Group.
The website offers an extensive choice of coverage and service levels in a highly flexible framework that permits brokers to amend policies at all times.
November 2001: agreement concerning the 35-hour work week On 13 November 2001, an agreement was signed concerning shorter working hours.
The formal certification of procedures is a guarantee of security and service quality for policyholders.
December 2001: launch of the Carrés Bleus website The Carrés Bleus website, www.carresbleus.fr, went live on 14 December 2001. In 1997,
Policyholders can log on to all healthcare information provided by Carrés Bleus, including health information sheets validated by various scientific committees. Questions may be submitted by e-mail. Healthcare information is also available by telephone, promoting the type of exchanges that are the lifeblood of the relationship between Carrés Bleus and its client base. Plans are under way to display Internet users’ questions and answers online. It is also possible to download Carrés Bleus’ blank, printed quote forms (for optical and dental care, orthodontics and hearing aids).
An open-access area enables the general public to navigate through www.carresbleus.fr. Visitors can send e-mails to Carrés Bleus from any point in the website.
In all areas of the website, users can click on “Scientific Committees” to discover the profiles of the committee members who validate the information delivered by Carrés Bleus. This commitment to transparency complies with the French Medical Association’s requirement that healthcare information be validated by the scientific community.
The website is the first dedicated to providing healthcare information for policyholders. With additional support from telephone representatives, the site is a fully-fledged web-call centre.
At the end of December 2001, CNP Caution—a specialist insurance subsidiary of CNP Assurances—signed a partnership agreement with Crédit Immobilier de France (CIF).
In connection with the strategic diversification of its business base and to meet the needs of clients, CNP decided one year ago to develop its financial guaranty operations.
As a specialist mortgage lender, CIF wanted to be able to combine customised financing solutions for each borrower, with a flexible and personal guarantee insurance policy, thus providing “made-to-measure guaranty” solutions.
December 2001: completion of the changeover of information and management systems to the euro
Following the changeover of the accounting and budget functions in January 2001, all applications dealing with individual and group insurance switched to the euro over the remainder of the year. The migration was completed by the 1 January 2002 deadline.
ECONOMIC OVERVIEW The slowdown affecting the USA since summer 2000 deepened and spread to the rest of the world during 2001. The US downturn was triggered by a fall in capital spending in the wake of earnings downgrades, especially in the TMT sector, and the economy officially went into recession in March 2001. The bolstering effect provided by consumer spending subsequently weakened and ceased to offset the adverse impact of corporate overcapacity and profit erosion. Rising jobless rates cast a shadow over household income and consumer confidence, exacerbating the “lost wealth” effect caused by the March 2000 stock market correction. The climate of fear in the wake of the terrorist attacks of 11 September 2001 triggered further estimates downgrades and the contagion spilled over into previously unaffected sectors of the economy.
In the first half of 2001, deteriorating economic conditions worldwide led to a steep decline in exports from euro zone countries. Business confidence suffered, despite the simultaneous firming of consumer confidence as the effects of the petrol tax waned. The fall-off in business investment, which was most acute in Germany, was accompanied by large scale destocking initiatives which had a negative impact on the job market. The fall in unemployment slowed in Europe, and the jobless rate in France and Germany began to creep up during the summer of 2001. However, tax cuts and disinflation kept consumer spending at a healthy level.
However, despite this rebound and their rapid recovery from the events of 11 September 2001, stock market indices ended 2001 with heavy losses: the S&P 500 lost 13% of its value, the Euro Stoxx 50 lost 20% and the CAC 40 ended the year down by 22% at 4,624.58 points.
With their confidence eroded by the increasingly unsettled economic environment, French households reduced their savings horizons, preferring a high degree of liquidity and low risk to long-term investments. Financial market volatility aggravated this shift in savings. The primary beneficiaries were passbook savings accounts and demand deposits, which also benefited from the smaller supply of notes and coins in circulation in the run-up to the single currency. The preservation of regulated interest rates at their end-July 2000 level increased the appeal of passbook savings accounts amid the steady fall in short rates following the ECB’s easing action.
THE PERSONAL INSURANCE MARKET According to preliminary estimates by the French insurance industry federation (FFSA), the French life insurance market totalled EUR 84.75 billion in 2001. The 8% fall relative to 2000 resulted from a combination of three factors: – the EUR 1.8 billion transferred from bank-type PEP savings accounts was significantly below the previous year’s high of EUR 14.3 billion; – virtually no funds were transferred from Livret A passbook savings accounts, whereas in 2000, these transfers generated premium income of EUR 1.3 billion; – other new money increased slightly to EUR 76.7 billion from EUR 76.5 billion in 2000.
All told, the 8% decline in the market in 2001 included: – a 6.8 point decline due to lower transfers from bank-type PEP savings accounts,
– a 0.2 rise attributable to the increase in other new money.
Caixa Seguros, the Brazilian insurance subsidiary, was consolidated as from 1 July 2001, following the acquisition of a 50.75% interest in this company on 6 July 2001.
Assets under management, which account for over 60% of CNP Assurances Group revenues, increased by around 8% in 2001 (excluding Caixa Seguros). This was slightly above the growth rate for the French savings market as a whole which stood at approximately 7% (source: FFSA).
In France, the 3.6% erosion of Savings premium income compared with 2000 was significantly less than the 8% average fall in the French market, based on initial FFSA estimates.
– the absence of transfers from Livret A passbook savings accounts, which added EUR 1,139 million to premium income in 2000.
Other new money grew 5.7% to EUR 15,430 million, outstripping by a wide margin the 0.2% increase for the market as a whole.
This good performance testifies to the success of marketing drives conducted by partner networks since the second quarter of 2001.
– a 5.2 point increase attributable to the higher inflow of other new money.
The following table shows the breakdown of premium income by distribution network: France Premium income generated by the French Post Office dipped 2.1% to EUR 6,494.6 million in 2001. Transfers from Livret A passbook savings accounts were negligible, versus EUR 399 million in 2000, shaving 6 points from the growth rate. Other new money (i.e. excluding transfers from bank-type products) generated a 3.9 point increase in premium income, reflecting the good results of the “Temps fort 2” Savings campaign conducted between mid-June and mid-July. Sales of unit-linked products contracted by 60.1% to EUR 952 million, representing 15% of total premium income from savings products distributed by the Post Office network. Lastly, between mid-September and mid-October, the Post Office conducted its first major promotional campaign in the area of Personal Risk insurance, focusing on 6 products distributed by Assurposte, including Complétys Santé which is now on sale in post offices throughout France. A new term life insurance product, Avisys, was launched in conjunction with the campaign. In total, 140,000 Avisys policies were sold in 2001.
Premium income generated by the Savings Banks network contracted by 10.5% to EUR 5,974.1 million. Transfers from bank-type PEP savings accounts to insurance-type accounts (mainly PEP Transmission) declined to around EUR 159 million in 2001 from EUR 421 million the previous year, representing a 4.2 point negative impact. The absence of transfers from Livret A passbook savings accounts, which contributed EUR 740 million to premium income for 2000, had an 11.1 point negative impact.
Financial institutions contributed premium income of EUR 990.8 million, an increase of 0.2% on 2000. The 2001 figure takes into account the increase to 42% of Prédica’s participation rate as co-insurer of Crédit Agricole loan insurance business.
Premium income generated by mutual insurance companies and local authorities grew 4.7% to EUR 1,063.9 million, reflecting buoyant demand for pension and loan insurance products. Premium income from Préfon group insurance products climbed 1.6% to EUR 405.8 million.
CNP Seguros de Vida4 (Argentina)3 and others 15.9 10.3 +54.4% 5.8 Caixa Seguros (Brazil)4 306.92 1 – Premium income from group pensions previously recorded under “Others” was transferred to “Companies” at end-2000. 2 – Caixa Seguros was consolidated in the second half of 2001. 3 – The reference period reflects the difference in financial year (in this case, from 1 October 2000 to 30 September 2001). 4 – The average exchange rates applied are EUR 1 = ARS 0.8813 (Argentina) and EUR 1 = BRL 2.007 (Brazil).
Premium income from Other Development Initiatives in France, including direct sales and sales by other networks, contracted by 13.3% due to the reclassification of certain premium income in the Savings and Personal Risk segments.
In Brazil, premium income rose by 5.3% compared with 2000, including 4.9% growth in the second half. Premium income from the pension fund business surged by 86%, reflecting strong market growth. All business segments enjoyed rapid growth, with the exception of the Savings business (savings bonds), which should rebound in 2002.
NEW CONSOLIDATION RULES The consolidated financial statements are presented in accordance with the Government order of 17 January 2001, which approved the French Accounting Standards Committee (CRC) standard concerning the consolidated financial statements of insurance companies.
The principal consequences of the implementation of the new consolidation standards, the impact of which is quantified in the notes to the consolidated financial statements, are as follows: – enlargement of the scope of consolidation to include two non-trading property companies; – full consolidation of Assurbail, previously accounted for by the equity method; – inclusion in shareholders’ equity of the capitalisation reserve, previously reclassified under technical reserves, with movements on the reserve recorded in the profit and loss account; – adoption of a profit and loss account presentation that shows operating profit of the life insurance business, non-life business and other Group businesses, together with the net profit of consolidated companies, after other income and expenses, exceptional items and tax. Income from associated companies and goodwill amortisation are added to this amount to derive consolidated net profit.
CONSOLIDATED RESULTS Claims expenses and changes in technical reserves, including policyholder dividends, were 9.7% below the 2000 level, due to mark-to-market losses on assets held to cover linked liabilities. Excluding the Brazilian operations, the decline was 11%. Claims and claims handling expenses rose by 9.2%, reflecting the strong growth in premium income in previous years. However, the ratio between these costs and average technical reserves was virtually unchanged at 7.8%, versus 7.9% in 2000. Total investment income allocated to policyholders, including credited interest and policyholder dividends, amounted to EUR 6.1 billion. This figure represents 4.8% of average technical reserves, down from 5.3% in 2000.
Net investment income, excluding mark-to-market losses on assets held to cover linked liabilities, contracted by 7.3% to EUR 6.7 billion. Excluding Brazil, the decline was 7.9%. The main reason for the decrease was the virtual absence of exceptional gains on shares sold in connection with tender offers, which significantly boosted 2000 investment income. Realised gains remained at a moderate level, representing 4.6% of average unrealised gains. The investment yield, excluding assets held to cover linked liabilities and investment income from reinsurance assets, dipped to 5.52% from 6.58% in 2000 (6.23%, excluding exceptional profits in connection with tender offers over and above the gains planned to be realised), due to a decline in realised gains. The use of funds set aside in policyholders’ surplus reserves in prior years, out of the exceptional gains realised in connection with tender offers, allowed CNP Assurances to offer policyholders a satisfactory rate of return, without placing undue reliance on realised gains.
RETURN ON EQUITY (ROE) Recurring consolidated net profit climbed by 12.2% to EUR 528.3 million, representing 13.2%
(13.4%, excluding Brazil) of average shareholders’ equity after dividends, versus 13.0% in 2000, under the new consolidation standards.
Technical reserves represented EUR 133 billion (EUR 132 billion, excluding Brazil), up by EUR 10.8 billion or 8.8% on the 31 December 2000 figure (8% excluding Brazil). The rise stemmed from increases in mathematical reserves and the policyholders’ surplus reserve.
Unrealised gains represented 7.1% of the net book value of the portfolio at 31 December 2001 versus 10.4% one year earlier. The retreat was due to the decline in stock prices, unrealised gains on property and bonds having held firm.
The French Treasury network continued to focus on building sales of the Compte Epargne and Compte Prévoyance products, which account for three-quarters of premium income generated by the network. These two products, which are packaged within the Compte Assurance, are designed to meet clients’ needs at each stage of their life. The Compte Prévoyance is an evolutive annuity product offering a wide range of guarantees, including death, permanent disability and temporary disability cover. Sales of this product grew by 26% in 2001.
NET PROFIT CNP Assurances ended the year with net profit of EUR 573.9 million. The Company’s contribution to consolidated net profit came to EUR 433.1 million versus EUR 386.7 million in 2000, representing an increase of 12%.
Individual insurance premium income 7,476 7,463 +0.2% Group insurance premium income 1,893 1,843 +2.7%
Embedded value and new business calculations reflect the Group’s current “capital” and its ability to create value. Each year, differences between forecast and actual value creation are analysed and presented at the same time as the financial statements.
General forecasting system Asset and liability projections are produced annually, in the fourth quarter, and used to calculate policyholder dividend rates for the year, as well as to produce budgets and business plans.
Forecasting models are tailored to the types of products concerned. They include: – asset/liability models for savings and pension products; – specific loan insurance models, which break down the insurance book by underwriting year; – models tailored to individual and group personal risk products, incorporating risk measurement factors and statistical data; – models designed to simulate future annuity commitments.
These contracts have been classified by level of commitment, as follows: – contracts offering a guaranteed rate of return and a guaranteed share of investment income,
– contracts offering a guaranteed rate of return representing less than 60% of the TME rate at the time of payment.
• Unit-linked products where the policyholder bears the financial risk and the insurer’s commitment is limited to the additional cover provided (e.g. guaranteed death benefit).
Commitments associated with pension products depend on: – the period of benefit payments, which cannot be determined in advance,
– the interest rate, which determines the return on the capital managed by the insurer.
The main factors used to assess risks related to personal risk products are the age, sex and socio-professional category of the insured.
CNP Assurances implements a Group-wide reinsurance policy covering business written by the Company and by its subsidiaries. Overall underwriting results are sheltered by non-proportional treaties that are geared to the size of the Group and its claims-paying ability. The treaties consist of excess of loss treaties by event (catastrophe cover) and by insured person. The main objectives are to share risks on large-scale new business and to acquire expertise in writing aggravated risk business.
Adequacy of technical reserves The approach used to ensure that technical reserves are adequate focuses on: – managing the risks associated with a fall in interest rates; – rapidly adjusting technical reserves following a change in mortality tables; – adjusting reserves for annuities in payment based on experience tables, where actual mortality rates are significantly lower than expected rates; – regularly assessing risks via: • monitoring of yield commitments based on projections taking into account commitments in excess of regulatory limits; • detailed analyses and statistical studies of personal risk contracts, including loss monitoring (by contract/underwriting year/loss year) and tracking of the utilisation of reserves.
In the schedule listing the entire investment portfolio and the other regulatory reporting schedules, only assets required to be segregated in application of the Insurance Code (assets held to cover linked liabilities and liabilities related to pension products governed by article L. 441-1 of the Insurance Code) are shown separately. In practice, however, the CNP Group manages a number of different portfolios
The CNP Group has a significant stock of unrealised gains on these assets, offering solid protection against a potential sharp fall in market prices.
Exposure limits are set by issuer and, where appropriate, by bond portfolio manager.
D. Asset/liability management (ALM) The CNP Group performs regular simulations to test the behaviour of the various portfolios according to different interest rate and price scenarios.
1 – Exposure to a fall in interest rates The CNP Group regularly analyses the impact of a possible fall in interest rates on its claims-paying ability.
This situation is the result of the following measures, implemented in recent years: – revision of general policy terms to limit the duration and level of yield guarantees; – extension and annuitisation at 0% of single premium policies with a guaranteed rate of return; – conservative approach to the determination of technical reserves for annuity products.
– Part of the CNP Group’s fixed income portfolio is hedged against the risk of a sharp rise in interest rates, using caps. In the first half of 1999, when market conditions were favourable, a major hedging programme was set up. Since then, the programme has been regularly updated and extended.
The hedging programme may be extended in the future, involving smaller amounts than in the past, to keep pace with the growth in assets under management.
Insurance has been taken out with several insurers covering: – personal injury,
Based on a review of the structure of the policies and the level of cover provided, the CNP Assurances Group’s overall level of insurance cover is considered satisfactory.
F. Other risks and social responsibility In 2001, after consulting employee representatives, CNP Assurances incorporated in its code of ethics a new rule governing competitive bidding processes. All invitations to tender now include a clause requiring Group entities that issue invitations to tender to obtain information from bidders about their employment practices, to ensure that CNP Assurances only does business with companies that fulfil their social obligations.
CNP Assurances, COFIDIS and Banque COVEFI have recently renewed their partnership in the area of loan insurance through to 31 December 2010.
The renewed agreement covers the activities of Cofidis and Banque Covefi in France but may be extended to include the partners’ foreign operations. It consolidates CNP Assurances’ position as the leading provider of loan insurance and strengthens its partnership—through insurance broker JK & Associés—with two major online financial service providers.
This new phase in a partnership that dates back thirty years provides the framework for ongoing cooperation between Crédit Immobilier de France, France’s leading mortgage lender, and CNP, in the area of loan insurance.
The agreement allows Crédit Immobilier de France to offer borrowers innovative guarantees tailored closely to their needs, providing essential backing for the development of its lending business.
The two partners will also leverage their recognised expertise to jointly develop solutions that further reduce the risks associated with home ownership.
The renewal of this agreement consolidates CNP Assurances’ position in the loan insurance market and strengthens its partnership ties with the Crédit Immobilier de France Group.
In China, the granting of a licence to write insurance business has opened the way for CNP Assurances to actively seek a partner to develop a local personal insurance business.
Approval of the financial statements of the Company and the Group, and the Executive Board report (1st and 2nd resolutions)
This new requirement, contained in the “NRE” Act, has been introduced in recognition of the fact that the consolidated financial statements provide a more meaningful view of the performance and financial condition of Group companies. Two separate resolutions will be put to the vote, one covering the Company financial statements and the other dealing with the Group financial statements.
Appropriation of profit and approval of the recommended dividend of EUR 1.39 per share, giving rise to a tax credit (3rd resolution)
The Executive Board is recommending that this amount should be appropriated as follows: – EUR 195,580,797.62 to the special long-term capital gains reserve,
If this recommendation is approved, the dividend per share payable on each of the 137,127,708 ordinary shares outstanding at 31 December 2001, will amount to EUR 1.39.
Ratification of agreements referred to in the Auditors’ special report (4th resolution)
At the Annual General Meeting, shareholders will be asked to re-elect six members of the CNP Assurances Supervisory Board, all of whom are due to retire at the close of the Meeting, to renew the appointment of one of the censors and to elect two new members of the Supervisory Board, as follows.
Candidates for election to the Supervisory Board: • Martin Vial (Chairman of La Poste),
The nine directors and the censor will be elected or appointed for a five-year term, expiring at the close of the Annual General Meeting to be held in 2007 to approve the 2006 financial statements.
Biographical details of these candidates are provided in the Guide de l’Assemblée générale 2002 distributed to all shareholders invited to attend the Annual General Meeting.
As of 31 December 2001, CNP Assurances held 457,160 treasury shares, in addition to the 149,998 shares held prior to its stock market flotation. As of 31 December 2000, 140,035 shares were held. 1 – Subject to approval by the Annual General Meeting on 4 June 2002, this amount replaces the upper limit indicated in the draft resolutions published in the BALO dated 19 April 2002.
Stock options would be granted to senior management and to all or selected employees. The aim would be to increase the loyalty of key individuals by giving them the opportunity to share in the future results of CNP Assurances and related companies. The advantage of this type of plan is that is does not lead to any increase in personnel costs, while adding to the capital available to the Company to finance its development.
Shareholders will be asked to waive their pre-emptive right to subscribe for the shares to be issued on exercise of the options.
The Executive Board would be authorised to decide the type of options to be granted (stock subscription options or stock purchase options), as well as all the other terms and conditions of grant within the above limits and subject to compliance with the applicable laws.
– The Executive Board would be authorised to issue bonus shares to employee savings plan participants. These shares would be paid up directly by the Company or would be issued in place of the 20% discount on the market price of the shares (under the terms of the resolution, the market price of the shares will be determined based on the average of the prices quoted for the Company’s shares over the twenty trading days preceding the date on which the decision is made to carry out the employee rights issue).
The aggregate par value of shares issued under the new authorisation sought by the Executive Board would not exceed EUR 10 million.
At the Special General Meeting, shareholders will be asked to approve various amendments to the Company’s Articles of Association, primarily to bring them into line with new legislation and to clarify certain provisions.
– Insertion of a stipulation allowing the Supervisory Board to remove members of the Executive Board from office (article 17). This simply represents an additional option. The shareholders will retain full powers to vote at General Meetings to remove members of the Executive Board from office.
To clarify the presentation of the Articles of Association, the article dealing with the powers of the Executive Board (article 20.1) has been redrafted, based on the text of article L. 225-64 of the Commercial Code. The new text means that article 22 is no longer required, and it is therefore proposed to delete this article.
Remuneration awarded to the Supervisory Board and the Executive Board for 2001
Members of the Executive Board The members of the Executive Board who represent CNP Assurances on the boards of other companies do not receive any directors’ fees from these companies. To date, no stock options have been granted to members of the Executive Board.
Each member of the Executive Board receives a fixed remuneration and a variable remuneration pegged to the overall financial performance of the Company and the achievement
Members of the Supervisory Board The total fees awarded to the Supervisory Board by the Annual General Meeting of 6 June 2000 (for 2000 and subsequent years) amounted to EUR 426,857.25. Based on the recommendations of the Remunerations Committee, the Supervisory Board allocated the 2001 fee among its members as follows.
1 - Member of the Audit Committee. 2 - Member of the Remunerations Committee.
– SOGESTOP I (SA): permanent representative of CNP Assurances on the Board of Directors
– CNP Caution (SA): Chairman of the Board of Directors (up to 15 February 2002)
– CDC IXIS Financial Guaranty Holding (SA): permanent representative of CNP Assurances on the Supervisory Board
– CNP Assur Valeurs (Sicav): Chairman of the Board of Directors
– Le Livret Portefeuille (Sicav): Chairman of the Board of Directors
– SFI CNP Assurances (Sicav): Chairman of the Board of Directors
– A3C (SA): permanent representative of CNP Assurances on the Board of Directors (up to 11 October 2001)
Jacques OUVAROFF – CNP Assurances (French public limited company): member of the Executive Board – Director,
– Investissement Trésor Vie (SA): Chairman of the Board of Directors
– SCI du 147, av. Victor-Hugo (SCI): permanent representative of CNP IAM legal manager
– GPM Assurances (SA): member of the Supervisory Board and Vice Chairman
Jean-Pierre WALBAUM – CNP Assurances (French public limited company): member of the Executive Board – Director,
– Filassistance International (SA): permanent representative of CNP IAM on the Board of Directors
– SOGECCEF (Société de Garantie et d’Etudes des Crédits des Caisses d’Epargne de France): Chairman of the Board of Directors
– SACCEF (SA) (Société d’Assurances des Crédits des Caisses d’Epargne de France): Chairman of the Board of Directors
– Crédit Foncier de France (French public limited company): permanent representative of CNCEP on the Board of Directors
Edmond ALPHANDÉRY – CNP Assurances (French public limited company): Chairman of the Supervisory Board
– Efiposte (SA): permanent representative of La Poste on the Board of Directors
– Sofipost (SA): permanent representative of La Poste on the Board of Directors
– Géopost (SA): permanent representative of La Poste on the Board of Directors up to 27 March 2001, then director in his own name
– CDC IXIS Capital Markets (SA): permanent representative of CDC Finance-CDC IXIS on the Supervisory Board
– Dexia (public limited company) (Belgium): member of the Supervisory Board
– CDC IXIS Italia Holding (SA): permanent representative of CDC Finance-CDC IXIS on the Supervisory Board
– CDC IXIS Financial Guaranty Holding (SA): Chairman of the Supervisory Board
– CDC IXIS Private Capital Management (SA): permanent representative of CDC FinanceCDC IXIS on the Supervisory Board
– Foncière des Pimonts (French public limited company): permanent representative of CDC Finance-CDC IXIS on the Board of Directors
– Anatol Invest (SA): permanent representative of CDC Finance-CDC IXIS on the Board of Directors
– Société immobilière du Théâtre des Champs-Elysées: director (up to July 2001)
– Solstice (Sicav): permanent representative of CDC on the Board of Directors
– Accor (French public limited company): member of the Supervisory Board
– CDC IXIS Italia Holding (SA): Chairman of the Supervisory Board
– CDC IXIS Capital Markets (SA): member of the Supervisory Board
– Crédit Logement CL (SA): permanent representative of CDC on the Board of Directors
– CDC IXIS Financial Guaranty (SA): permanent representative of CDC IXIS Financial Guaranty Holding since 5 December 2001, previously permanent representative of CDC Finance-CDC IXIS, on the Supervisory Board
– CDC IXIS Immo (SA): member of the Supervisory Board (Chairman of the Supervisory Board up to 24 October 2001)
– Fongépar (SA): permanent representative of CDC Finance-CDC IXIS on the Board of Directors
– CNP Assur (Sicav investment fund): permanent representative of Caisse des dépôts on the Board of Directors
– Sopassure (SA): permanent representative of SF2 on the Board of Directors
– SF2 (SA): permanent representative of La Poste on the Board of Directors
– Latitude (Sicav investment fund): Chairman of the Board of Directors
– Emergence Euro Poste (Sicav investment fund): Chairman of the Board of Directors
– Elanciel France (Sicav investment fund): Chairman of the Board of Directors
Charles MILHAUD – Caisse nationale des Caisses d’Epargne et de Prévoyance (CNCEP) (SA): President of the Executive Board
– CNP Assurances (French public limited company): member of the Supervisory Board and Vice-Chairman
– Sopassure (SA): representative of CNCEP on the Board of Directors
– Crédit Saint-Pierrais: permanent representative of SPPACR on the Board of Directors
– Holassure (SA): Chairman of the Board of Directors, Managing Director
– Crédit Foncier de France (French public limited company): Vice-Chairman of the Supervisory Board
– CDC IXIS Private Capital Management (SA): permanent representative of CNCEP on the Supervisory Board
– Mutuelles du Mans: permanent representative of CNCEP on the Board of Directors
Jean BASSÈRES – CNP Assurances (French public limited company): member of the Supervisory Board, representative of the French State
– G.A.I.A. (SA) (Variable capital cooperative): Vice-Chairman and member of the Supervisory Board
Michel LIÈS – CNP Assurances (French public limited company): member of the Supervisory Board
– Swiss RE Life and Health Southern Africa Ltd (South Africa): director
– SACCEF (SA): permanent representative of CE Ile-de-France on the Board of Directors
– Génération Numérique (Sicav investment fund): permanent representative of AGRR Prévoyance on the Board of Directors
Embedded value at 31 December 2001 – The CNP Assurances Group’s embedded value amounts to EUR 43.5 per share after dividends, including adjusted NAV* of EUR 34.6 and EUR 8.9 corresponding to the value of in-force business. Excluding Brazil, embedded value comes to EUR 46.1 per share after dividends.
*Adjusted NAV used for embedded value calculations corresponds to book NAV (EUR 35.4) and in-force business net of the tax benefit related to the Caixa Seguros acquisition in Brazil (EUR 0.8 per share).
The main assumptions used in 2001 were as follows (France): – bond yield: 5% OAT; – equities yield: 7% (dividends plus capital gains); – discount rate: 8.2%; – 25% of the solvency margin covered by subordinated debt; – treatment of top-up premiums: primarily included in new business; – operating expenses: increase in unit costs in line with inflation (1.5% per year); – corporate income tax rate: 35.4% in 2002 and subsequent years; – tax credits: 15%.
NAV +1 point Bond yield -83 +10% CAC 40 index +177 IN FORCE +1 point increase in bond and equities yield +371 +1 point increase in the discount rate -286 EMBEDDED VALUE (NAV + IN FORCE) +1 point increase in bond and equities yield +288 +1 point increase in the discount rate -286
Embedded value at 31 December 2000 Embedded value amounted to EUR 43.4 per share after dividends, including NAV of EUR 35.3 and EUR 8.1 corresponding to the value of in-force business.
Intangible assets 115.8 10.1 9.5 – Value of acquired in-force business 88.4 – Other 27.4 10.1 9.5
Insurance company investments 122,351.9 111,408.4 101,527.5 111,576.8 101,693.3 – Land and buildings 2,512.3 2,097.4 1,791.6 2,181.7 1,880.3 – Investments in non-consolidated companies and participating interests 62.9 35.5 20.1 35.5 20.1 – Other investments 119,776.7 109,275.5 99,715.8 109,359.6 99,792.9
– Issued share capital 548.5 522.6 520.9 522.6 520.9 – Share premium account 282.2 282.2 272.0 282.2 272.0 – Reserves and consolidated net profit 3,546.7 3,128.1 2,710.8 2,518.1 2,167.9 – Other 21.8 24.7 38.6 24.7 38.6
– Life technical reserves 116,569.1 106,134.0 98,199.3 – Non-life technical reserves 3,885.8 3,655.6 3,385.3
Technical reserves for linked liabilities 12,598.6 12,474.1 8,197.2 12,474.1 8,197.2 Total technical reserves 133,053.5 122,263.7 109,781.8 122,943.7 110,392.6
Provisions for liabilities and charges 259.7 300.9 255.2 298.2 253.1 Liabilities resulting from insurance and reinsurance transactions 1,224.7 1,001.1 757.1 Debt securities 2,604.4 2,400.0 567.6 Bank loans 335.4 44.1 481.4 Other liabilities 1,583.2 1,408.6 1,255.9 4,663.3 2,877.8 Deferred income and accrued expenses 82.9 87.5 80.8 107.3 97.1 Foreign currency conversion gain 21.8 20.9 16.2
Written premiums 15,922.8 1,379.1 17,301.9 17,519.3 17,002.8 Change in unearned premiums (11.9) (11.9) (1.1) 1.1 Earned premiums 15,922.8 1,367.2 17,290.0 17,518.2 17,003.9 17,518.2 17,003.9 Turnover from other businesses 24.0 24.0 15.9 20.1 Other operating revenues 7.3 7.3 Net investment income 4,883.6 231.3 8.1 5,123.0 6,968.2 8,165.3 6,920.7 8,123.2 Total operating revenues 20,806.4 1,598.5 39.4 22,444.3 24,502.3 25,189.3 24,438.9 25,127.1 Claims expenses and change
1.1 – Switch to the euro CNP Assurances adopted the euro as its accounting and budget currency on 1 January 2001.
Suppliers were asked to bill the company in euro as from that date; the general ledger accounts are kept in euro and budgets are also prepared using the single currency. All of the individual and group insurance applications were progressively switched to the euro during the year in order to put the company on an “all euro” footing by 1 January 2002.
1.2 – Acquisition of Caixa Seguros in Brazil On 14 February 2001, CNP Assurances announced the acquisition of a 50.75% interest in Caixa Seguros SA. The company’s other leading shareholder, Caixa Econômica Federal (CEF), is one of Brazil’s leading public banks.
1.3 – Subordinate debt issues At the Annual General Meeting of 6 June 2001 (fifth resolution), shareholders renewed the authorisation given to the Executive Board to issue bonds and other debt securities. Under the terms of the new authorisation, the Executive Board can raise up to EUR 2 billion in debt finance.
1.4 – Agreement with the Trésor public A new agreement confirming and extending the commitments given in the third development plan, and also regulating the distribution of CNP life insurance products by the French Treasury network, was signed on 4 May 2001.
1.6 – Operations in Argentina The CNP Assurances Group operates in Argentina through a local subsidiary, CNP Seguros de Vida. It also has interests in Provincia Seguros de Vida, Prévisol Seguros de Vida, Prévisol AFPJ and Prévisol Seguros de Retiro which are accounted for by the equity method.
The main changes resulting from the adoption of these standards are as follows: – two non-trading property companies (Sicac and CNP Immobilier) which were previously carried at cost, are now consolidated,
– Assurbail, a 99.07%-owned subsidiary which was previously accounted for by the equity method, is now fully consolidated,
The effect of these changes of method on shareholders’ equity and net profit is presented in Notes 28 and 29.
Companies over which CNP Assurances exercises significant influence are accounted for by the equity method.
The balance sheets of foreign subsidiaries operating outside the euro zone have been translated at the year-end exchange rate and their profit and loss accounts have been translated at the average exchange rate for the year.
Goodwill, representing the difference between the cost of shares in consolidated companies and the Group’s equity in the fair value of the underlying net assets, is amortised over the estimated period of benefit, not to exceed 20 years.
Capital gains and losses on intercompany sales of assets are neutralised.
– Share issue expenses are charged to the share premium account.
Amounts released from these provisions following an increase in the value of the assets concerned are credited to reserves.
3.3 – INVESTMENTS Investments and the related transactions are accounted for in accordance with the provisions of the Insurance Code.
Investments are stated at historical cost, excluding transaction expenses, except as explained below.
– Investments included in legal revaluations are carried in the consolidated balance sheet at revalued cost.
The difference between the book value and the estimated market value of investments at the period end is disclosed in Note 6.
Bonds and other fixed income securities are stated at cost, excluding accrued interest at the date of acquisition. Accrued interest at the period end is credited to the profit and loss account.
A liquidity risk reserve is recorded in the balance sheet of individual Group companies in cases where the aggregate book value of equities and equivalents and property exceeds their realisable value. The amount of the reserve corresponds to the difference between these two amounts.
– Unquoted securities are valued at their market value, determined on an arm’s length basis taking into account their fair value to the company.
• Properties acquired prior to 1982 are depreciated at the rate of 1% per year. The depreciation base includes the value of the land, in accordance with the former section R332-31 of the Insurance Code.
• The cost of property improvements is depreciated over the residual life of the properties concerned.
• The realisable value of the asset is significantly below its carrying value and the difference is such that full recovery of the cost is likely to be possible only in the long term.
– the closing market price of the shares on the date on which the results of the offer are announced by the stock market authorities.
Net investment income (excluding mark-to-market adjustments to assets held to cover linked liabilities) is broken down by business segment between (a) income generated by the investment of funds corresponding to technical reserves, which is included in the technical account, and (b) income generated by the investment of funds corresponding to shareholders’ equity, which is included in the non-technical account.
Premiums on in-force business are recorded in the profit and loss account after the following adjustments.
Commitments are discounted at a rate that is equal to or less than the valuation rate of interest for the policy concerned, using regulatory mortality tables or internal mortality tables if they are more conservative. The discount rate applied to annuity commitments takes into account cuts in interest rates, in cases where the valuation rate of interest appears too high in relation to the probability of funds being reinvested.
The reserve for policy administration expenses was set up in application of section A331-1 of the Insurance Code, which was subsequently amended by Government order dated 29 December 1998. The reserve is calculated in accordance with the provisions of the Government order. It also complies with the tax-deductibility rules contained in the amended Finance Act of 30 December 1998.
Premium income corresponds to earned premiums for the period, including: – estimated earned premiums not yet written at the period end,
Claims are recorded in the period in which they are incurred, based on insurance claims. Incurred but not reported (IBNR) claims are recorded on the basis of estimates.
Reserves for claims handling expenses are determined at a rate corresponding to actual handling costs.
Premiums, claims and technical reserves are stated before reinsurance. Ceded premiums and claims and changes in ceded technical reserves are included in the reinsurance result.
For other expenses, a distinction is made between: – the costs of staff functions, which are allocated among the line functions using statistical cost allocation keys or on a time-spent basis; – the costs of line functions, as increased by the allocated costs of staff functions, which are allocated to cost accounting sections using allocation keys tailored to the type of business.
Based on studies carried out during the year, the effect of deferring business acquisition costs on net profit and shareholders’ equity would not be material. Therefore, no business acquisition costs were deferred at 31 December 2001.
A provision for length-of-service awards is recorded under “Provisions for liabilities and charges”. Following the signature of the CDC Group framework agreement dated 7 July 1999, this method is also applied to provide for retirement commitments towards CNP employees who have civil servant status. The application of the agreements dated 2 February 1995 concerning insurance industry pension schemes is also taken into account.
The corporate income tax charge shown in the consolidated profit and loss account includes both current and deferred taxes.
Goodwill* Amortisation Accumulated Amortisation Net goodwill In EUR millions period amortisation for the year
Global 32.3 20 years 3.0 1.8 27.5 Global Vida 17.7 20 years 1.8 1.0 14.9 Assurposte 45.8 10 years 9.1 4.6 32.1 Caixa Group 351.8 20 years 8.8 343.0 *The increase in Global and Global Vida goodwill is due to the acquisition of minority interests during the first half of 2001.
At 31 December 2001 Fully consolidated companies ASSURBAIL 99.07% 194.4 27.8 12.5 CAIXA (sub-group) 50.75% 540.8 (4.3) 2.4 CNP ASSURANCES 100.00% 3,696.4 433.1 CNP IAM 100.00% 245.6 173.7 33.5 CNP INTERNATIONAL 100.00% 23.3 8.9 1.2 CNP SEGUROS DE VIDA 76.47% 6.1 (3.1) 0.9 ECUREUIL VIE 50.00% 451.7 299.5 65.4 GLOBAL 75.74% 46.6 (0.3) 0.6 GLOBAL VIDA 73.90% 25.1 (1.3) 0.0 INVESTISSEMENT TRESOR VIE 100.00% 22.4 21.1 3.2 PREVIPOSTE 100.00% 125.8 159.8 18.9 SCI CNP IMMOBILIER 100.00% 0.8 (5.1) 6.2 SCI SICAC 100.00% 5.1 30.1 (1.7) Proportionaly-consolidated companies
At 31 December 2000 pro forma Fully consolidated companies ASSURBAIL 99.07% 194.4 28.2 11.7 CNP ASSURANCES 100.00% 3,320.2 386.7 CNP IAM 100.00% 245.6 136.0 24.5 CNP INTERNATIONAL 100.00% 23.3 7.5 1.4 CNP SEGUROS DE VIDA 76.47% 6.1 (1.9) (0.1) ECUREUIL VIE 50.00% 409.9 275.9 61.6 GLOBAL 70.63% 43.9 (0.3) 0.2 GLOBAL VIDA 70.04% 23.9 (1.1) (0.4) INVESTISSEMENT TRESOR VIE 100.00% 22.4 19.1 0.9 PREVIPOSTE 100.00% 125.8 166.7 25.6 SCI CNP IMMOBILIER 100.00% 0.8 (11.2) 2.5 SCI SICAC 100.00% 5.1 31.8 9.5 Proportionaly-consolidated companies
Companies accounted for by the equity method CARIVITA 20.00% 20.7 8.6 3.7 CDC IXIS ASSET MANAGEMENT 20.00% 145.0 (13.3) 4.7 PREVISOL AFPJ 29.84% 7.6 2.7 0.9 PREVISOL SEGUROS DE RETIRO 29.82% 0.9 0.3 0.2 PREVISOL SEGUROS DE VIDA 29.87% 0.8 0.1 (0.3) PROVINCIA SEGUROS DE VIDA 40.00% 5.2 (2.3) (0.6)
At 31 December 1999 pro forma Fully consolidated companies ASSURBAIL 99.07% 194.3 20.3 10.6 CNP ASSURANCES 100.00% 2,969.7 350.0 CNP IAM 100.00% 245.6 109.1 32.8 CNP INTERNATIONAL 100.00% 23.3 8.2 2.1 CNP SEGUROS DE VIDA 76.47% 6.1 (2.7) (3.2)
Companies accounted for by the equity method CARIVITA 20.00% 12.3 4.8 2.1 CDC IXIS ASSET MANAGEMENT 20.00% 15.0 1.1 2.3 PREVISOL AFPJ 29.84% 7.7 (0.7) (1.5) PREVISOL SEGUROS DE RETIRO 29.82% 0.6 (0.1) (0.2) PREVISOL SEGUROS DE VIDA 29.87% 0.7 0.2 0.1 PROVINCIA SEGUROS DE VIDA 40.00% 5.2 (2.6) (2.7)
At 31 December 2001 Value In EUR millions Cost Net Market
Equities and equivalents 26,103.7 26,079.2 31,137.5 Bonds and other fixed income securities 102,895.0 103,641.9 107,092.8
Property 2,947.2 2,486.3 2,145.8 Property (unit-linked portfolio) 557.1 492.0 471.4 Property 3,504.3 2,978.3 2,617.2 Equities and equivalents 14,756.2 13,919.4 11,216.0 Convertible bonds 340.1 248.9 249.0 Non-voting loan stock 64.3 64.3 79.9 Variable income securities (unit-linked portfolio) 10,918.6 10,939.3 6,672.2 Fixed income securities (unit-linked portfolio) 26,079.2 25,171.9 18,217.1 Bonds and bond funds 93,956.9 82,782.9 77,962.2 Money-market securities 2,775.3 5,930.5 5,359.4 Asset-backed securities 691.0 220.0 285.1 Fixed income securities (unit-linked portfolio) 1,122.9 1,042.8 1,053.6 Term loans and deposits 1,682.9 1,585.2 1,843.5 Money-market funds 3,020.5 2,675.3 2,250.2 Other assets 392.4 307.2 278.9 Bonds and other fixed income securities 103,641.9 94,543.9 89,032.9 Securities 129,721.1 119,715.8 107,250.0 Investments in non-consolidated companies 62.9 35.5 20.1 Repurchase agreements 2,304.4 1,757.5 420.5 Investments in associated companies 187.3 176.2 44.5 Other investments 2,554.6 1,969.2 485.1
Property includes buildings and forestry assets held by the Group, as well as shares in property companies.
Equities and other variable income securities include all categories of variable income securities. Bonds and other fixed income securities include all categories of fixed income securities.
Property 3,810.0 3,167.1 2,785.7 Property (unit-linked portfolio) 557.1 492.0 471.4 Property 4,367.1 3,659.1 3,257.1 Equities and equivalents 19,762.0 22,913.7 21,322.6 Convertible bonds 382.1 342.4 370.7 Non-voting loan stock 74.8 75.1 98.5 Variable income securities (unit-linked portfolio) 10,918.6 10,939.3 6,672.2 Fixed income securities (unit-linked portfolio) 31,137.5 34,270.5 28,464.0 Bonds and bond funds 97,223.1 85,354.3 80,720.5 Money-market securities 2,928.6 6,067.9 5,531.7 Asset-backed securities 697.2 221.4 289.7 Fixed income securities (unit-linked portfolio) 1,122.9 1,042.8 1,053.6 Term loans and deposits 1,682.9 1,585.2 1,843.5 Money-market funds 3,057.5 2,705.6 2,259.2 Other assets 380.6 307.2 278.6 Bonds and other fixed income securities 107,092.8 97,284.4 91,976.8 Securities 138,230.3 131,554.9 120,440.8 Investments in non-consolidated companies 62.9 35.5 20.1 Repurchase agreements 2,583.5 2,262.0 661.2 Investments in associated companies 193.8 176.2 44.5 Other investments 2,840.2 2,473.7 725.8
Property 862.8 680.8 639.9 Property (unit-linked portfolio) Property 862.8 680.8 639.9 Equities and equivalents 5,005.8 8,994.3 10,106.6 Convertible bonds 42.0 93.5 121.7 Non-voting loan stock 10.5 10.8 18.6 Variable income securities (unit-linked portfolio) Fixed income securities (unit-linked portfolio) 5,058.3 9,098.6 10,246.9 Bonds and bond funds 3,266.2 2,571.4 2,758.3 Money-market securities 153.3 137.4 172.3 Asset-backed securities 6.2 1.4 4.6 Fixed income securities (unit-linked portfolio) Term loans and deposits Money-market funds 37.0 30.3 9.0 Other assets (11.8) (0.3) Bonds and other fixed income securities 3,450.9 2,740.5 2,943.9 Securities 8,509.2 11,839.1 13,190.8 Investments in non-consolidated companies Repurchase agreements 279.1 504.5 240.7 Investments in associated companies 6.5 Other investments 285.6 504.5 240.7
Unrealised gains correspond to the difference between estimated market value and net book value.
Property 2,815.2 2,222.2 1,879.6 Property (unit-linked portfolio) 557.1 492.0 471.4 Property 3,372.3 2,714.2 2,351.0 Equities and equivalents 17,952.5 20,782.0 19,255.1 Convertible bonds 324.3 276.6 289.9 Non-voting loan stock 65.6 65.7 85.3 Variable income securities (unit-linked portfolio) 10,918.6 10,939.3 6,672.2 Fixed income securities (unit-linked portfolio) 29,261.0 32,063.6 26,302.5 Bonds and bond funds 95,399.9 83,505.6 78,690.3 Money-market securities 2,925.4 6,069.3 5,522.4 Asset-backed securities 697.2 221.4 289.7 Fixed income securities (unit-linked portfolio) 1,122.9 1,042.8 1,053.6 Term loans and deposits 1,491.7 1,393.8 1,644.7 Money-market funds 2,892.1 2,496.7 2,248.6 Other assets 381.5 311.0 278.7 Bonds and other fixed income securities 104,910.7 95,040.6 89,728.0 Securities 134,171.7 127,104.2 116,030.5 Investments in non-consolidated companies 61.7 33.3 17.6 Repurchase agreements 2,583.5 2,262.0 661.2 Investments in associated companies 193.8 176.2 44.5 Other investments 2,839.0 2,471.5 723.3
Property 466.0 460.9 454.0 Property (unit-linked portfolio) Property 466.0 460.9 454.0 Equities and equivalents 1,797.7 2,122.6 2,059.1 Convertible bonds 57.8 65.8 80.8 Non-voting loan stock 9.2 9.4 13.2 Variable income securities (unit-linked portfolio) Fixed income securities (unit-linked portfolio) 1,864.7 2,197.8 2,153.1 Bonds and bond funds 1,818.2 1,822.1 2,011.1 Money-market securities 3.2 6.2 5.9 Asset-backed securities Fixed income securities (unit-linked portfolio) Term loans and deposits 0.6 3.8 0.8 Money-market funds 165.4 208.9 10.6 Other assets (0.9) (3.8) (0.1) Bonds and other fixed income securities 1,986.5 2,037.2 2,028.3 Securities 3,851.2 4,235.0 4,181.4 Investments in non-consolidated companies 1.2 2.2 2.5 Repurchase agreements Investments in associated companies
Property 157.7 147.6 141.5 Property (unit-linked portfolio) Property 157.7 147.6 141.5 Equities and equivalents 754.1 1,088.5 1,150.2 Convertible bonds 12.1 22.1 26.5 Non-voting loan stock 1.3 1.5 2.6 Variable income securities (unit-linked portfolio) Fixed income securities (unit-linked portfolio) 767.5 1,112.1 1,179.3 Bonds and bond funds 73.2 83.2 106.4 Money-market securities (0.2) (0.2) (0.5) Asset-backed securities Fixed income securities (unit-linked portfolio) Term loans and deposits Money-market funds 0.1 3.8 0.2 Other assets (0.5) Bonds and other fixed income securities 73.1 86.8 105.6 Securities 840.6 1,198.9 1,284.9 Investments in non-consolidated companies Repurchase agreements Investments in associated companies Other investments 6.5 – Other investments
Property 528.8 484.0 452.1 Property (unit-linked portfolio) Property 528.8 484.0 452.1 Equities and equivalents 11.8 9.1 8.4 Convertible bonds Non-voting loan stock Variable income securities (unit-linked portfolio) Fixed income securities (unit-linked portfolio) 11.8 9.1 8.4 Bonds and bond funds 5.0 26.6 19.1 Money-market securities (7.6) 3.4 Asset-backed securities Fixed income securities (unit-linked portfolio) Term loans and deposits 190.6 187.6 198.0 Money-market funds Other assets Bonds and other fixed income securities 195.6 206.6 220.5 Securities 207.4 215.7 228.9 Investments in non-consolidated companies Repurchase agreements Investments in associated companies Other investments
Prévisol Seguros de Vida 0.2 29.87% (0.3) 29.87% 0.2 29.87% Prévisol Seguros de Retiro 0.3 29.82% 0.2 29.82% 0.2 29.82%
7.1 – Ceded technical reserves 7.2 – Ceded technical reserves by class of business
NON-LIFE Earned premiums not yet written 528.1 415.4 399.7 Other insurance debtors 14.7 12.3 15.7 8.2 – Insurance or reinsurance debtors by business segment
– Net profit for the year 84.3 84.3 – Translation adjustment (4.5) (4.5) – Change in accouting methods – Goodwill written off against reserves – Other movements 123.4 123.4
– Change in accouting methods – Goodwill written off against reserves – Other movements 8.1 8.1
Capital Share Reserves Profit Other Total premium for Cumulative Revaluation Total shareholders’
– Net profit for the year 62.7 62.7 – Translation adjustment – Change in accounting methods – Goodwill written off against reserves – Other movements 1.0 1.0
Capitalisation reserve included in shareholders’ equity Group Minority Total In EUR millions interests
Gross technical reserves amounted to EUR 133.1 billion at 31 December 2001, up 8.8% (8% on a comparable basis), representing 92% of consolidated liabilities and shareholders’ equity.
Unearned premium and unexpired risk reserves 61.0 32.3 31.7 Life premium reserves 112,104.6 102,775.1 94,938.3
Policyholders’ surplus reserve 2,925.5 2,783.9 2,549.4 Claims equalisation reserve Other technical reserves 4,215.6 3,168.7 3,061.4 Technical reserves for linked liabilities 12,598.6 12,474.1 8,197.2
Provisions for deferred taxes 136.2 48.6 84.8 Provisions for major repairs 28.8 25.3 22.7 Other provisions for liabilities and charges 94.7 227.0 147.7
Deferred taxes Balance at Balance at In EUR millions 31/12/2000 Tax benefit Tax charge 31/12/2001
Accrued interest included in the cost of purchased securities 4.6 (2.0) 2.6 Partnership income 20.7 (7.3) 13.4 Special revaluation provision (5.0) (0.1) (5.1) Non-deductible provisions 23.3 4.2 27.5 Capital gains on pooling of investment funds (0.6) 0.6 Gains on shares sold in connection with tender offers (323.0) 105.6 (217.4) Unrealised exchanges losses (0.2) 0.2 Change in value of units in investment funds 29.1 (5.4) 23.7 Unrealised exchanges gains 2.9 (2.9) Other items giving rise to deferred taxes 248.5 (168.2) 80.3 Sub-total (48.6) 129.4 (185.9) (105.1) Deferred taxes set off against shareholders’ equity Brazil acquisition (31.1) (31.1) Sub-total (31.1) (31.1)
20.1 – Premium income by business segment and by type of policy The contribution of each business to consolidated premium income is as follows: Net of reinsurance In EUR millions 31/12/01 31/12/00 31/12/99
Earned premiums 15,599.4 15,975.7 15,588.8 Investment income allocated to the technical account 6,052.1 6,471.3 6,242.5 Mark-to-market gains on assets held to cover linked liabilities 1,405.5 1,055.6 1,195.0 Other underwriting income 13.0 9.5 6.6 Claims expenses (8,812.0) (8,063.9) (7,121.8)
Paid benefits and claims (8,683.2) (8,121.3) (6,944.2) Paid benefits and claims (128.8) 57.3 (177.6)
Change in life premium reserves and other technical reserves (4,025.1) (6,935.1) (9,212.3) Life premium reserves (3,864.5) (2,684.2) (5,012.7) Technical reserves for linked liabilities (160.3) (4,272.1) (4,224.1)
Mark-to-market losses on assets held to cover linked liabilities (2,946.6) (1,277.8) (52.0) Other underwriting expenses (53.2) (36.0) (51.8)
20.3 – Premium income by market segment Premium income breaks down as follows by market segment.
French Post Office 6,494.6 6,632.9 6,396.6 Savings banks 5,974.1 6,677.6 6,698.0 French Treasury 1,442.3 1,253.0 1,033.3 Financial institutions 990.8 988.3 961.2 Mutual insurers and local authorities 1,063.9 1,016.4 973.4 Companies 778.4 723.7 783.8 Foreign subsidiaries 456.0 122.6 96.0 Other 89.9 103.7 61.6
CNP Assurances 9,361.4 9,299.1 8,790.2 CNP IAM 1,193.8 1,151.9 1,108.0 Préviposte 505.8 478.8 542.7 Ecureuil Vie 5,709.2 6,415.7 6,423.9 Investissement Trésor Vie 38.6 41.6 43.1 Assurposte 26.7 8.5 0.6 Global 93.7 81.9 68.8 Global Vida 39.4 31.1 21.6 CNP Seguros de Vida 14.5 9.6 5.0 Caixa Seguros (sub-group) 306.9
Direct business and inward reinsurance In EUR millions 31/12/01 31/12/00 31/12/99
Policyholder dividends included in paid benefits - 124.6 -186.3 - 192.5 Benefit and claim handling expenses 61.4 48.7 56.2 Claims expenses 9,960.1 9,123.6 8,149.9 Change in life premium reserves 4,059.6 2,856.1 5,148.5 Change in technical reserves for linked liabilities 160.3 4,272.0 4,224.0 Change in other technical reserves 10.0 30.2 153.2 Change in technical reserves 4,229.9 7,158.3 9,525.7 Credited interest 3,168.6 3,068.2 2,211.3
Internal and external investment management expenses and interest -429.8 -307.2 -170.1 Net investment revenue 5,846.0 5,496.9 5,054.6 Other investment income 278.2 293.8 241.7 Other investment expense -150.4 -221.3 -249.7 Other net investment income 127.8 72.5 (8.0) Gains on sales of investments 987.2 1,763.9 1,969.5 Losses on sales of investments -462.4 -284.0 -148.5 Gains and losses on sales of investments 524.8 1,479.9 1,821.0 Mark-to-market adjustment of assets held to cover linked liabilities -1,541.1 -222.4 1,143.1 Invesment income, ceded business 165.5 141.3 154.6
Property 3.5 13.9 7.4 Equities and equity funds 275.3 1,209.1 1,540.0 Convertible bonds (0.2) 0.7 (2.0) Equities and other variable income securities 275.1 1,209.8 1,538.0 Bonds and bond funds 130.6 179.1 239.9 Money-market securities (30.2) (27.0) (10.7) Term loans and deposits 0.6 5.3 Money-market funds 146.5 98.8 43.5 Exchange gains and losses (1.3) 2.9 Bonds and other fixed income securities 246.2 256.2 275.6
Ceded premiums 548.3 434.3 374.6 Change in ceded technical reserves (595.5) (492.7) (438.3)
Caisse d’Epargne 352.3 330.5 291.8 La Poste 293.7 286.8 274.0 Others 273.4 281.8 255.0
Commissions 919.4 899.1 820.8 Acquisition costs for the period 138.6 128.4 128.1 Acquisition costs 1,058.0 1,027.5 948.9 Expenses allocated directly 38.6 4.1 9.3 Expenses allocated based on an analysis by function 197.8 214.4 188.7 Administrative expenses 236.4 218.5 198.0 Other operating income and expenses 54.5 25.0 45.0 Employee profit-sharing 6.0 9.0 4.7
Non-underwriting income and expenses -0.1 -3.4 -0.2 Exceptional income and expenses 2.6 0.2 10.5
NOTE 28 - PRO FORMA FINANCIAL STATEMENTS AT 31 DECEMBER 2000
Investments in associated companies 391.3 Reinsurers’ share of technical reserves 2,868.2 Debtors 1,958.7 (474.3)
Other assets 389.8 (255.8) Accrued income and prepaid expenses 2,661.8 (6.1)
Changes in Consolidated balance sheet new format Group structure 31/12/2000 31/12/2000
(168.4) 111,408.4 Insurance company investments 12,474.1 Assets held to cover linked liabilities 604.6 604.6 Investments held by other Group companies (215.1) 176.2 Investments in associated companies 2,868.2 Reinsurers’ share of technical reserves 0.6 1,485.0 Debtors resulting from insurance and reinsurance transactions 2.0 476.3 Other debtors 13.5 259.2 Cash at bank 134.0 Other assets 0.6 2,656.3 Accrued income and prepaid expenses 0.9 Foreign currency conversion losses
Gross premium income 1,263.5 Allocated investment income 280.6 0.0 (4.2) Paid claims and change in claims reserves (971.6) 0.0 Change in other technical reserves (59.8) 8.4 Policyholder dividends (258.4) (8.4) Acquisition costs and administrative expenses (226.2) Other underwriting income and expenses 1.5 (1.8)
Gross premium income 16,254.7 Allocated investment income 6,601.5 (16.1) Investment income transferred to the non-technical account (196.3) 196.3 Mark-to-market gains on assets held to cover linked liabilities 1,055.6 Mark-to-market losses on assets held to cover linked liabilities (1,277.8) Paid claims and change in claims reserves (8,152.0) 0.0
Change in Non-life technical account Group structure Ceded business 31/12/2000 Pro forma new format 31/12/2000
Investment income transferred 42.8 from the technical account 0.8 (0.0) 85.2 Non-life operating profit
Change in Life technical account Group structure Ceded business 31/12/2000 Pro forma new format 31/12/2000
Mark-to-market losses on assets (1,277.8) held to cover linked liabilities 88.1 (8,063.9) Claims expenses 171.7 (6,935.1) Change in life premium reserves and other technical reserves 97.0 (5,788.0) Policyholder dividends 7.2 37.2 (982.5) Acquisition costs and administrative expenses (36.0) Other underwriting income and expenses 9.5 Other underwriting income (3.6) Reinsurance result
NOTE 29 - PRO FORMA FINANCIAL STATEMENTS AT 31 DECEMBER 1999
Consolidated balance sheet previous format Changes Presentation 31/12/1999 31/12/1999 of method changes
Assets 9.5 Investments (non-unit-linked) 101,272.8 (0.1) 420.5 Assets held to cover linked liabilities 8,197.2 Repurchase agreements 420.5 (420.5)
Liabilities and shareholders’ equity Shareholders’ equity 2,999.4 516.2 Minority interests 490.6 86.6 Subordinated debt 449.6 Gross technical reserves 102,195.4 (611.0) 0.2 Technical reserves for linked liabilities 8,197.2 Provisions for liabilities and charges 253.1 (0.0) Other creditors 2,877.8 (2,120.7)
Non-life technical account Changes Presentation previous format 31/12/1999 31/12/1999 of method changes
0.3 Paid claims and change in claims reserves (942.9) 0.0 Change in other technical reserves (186.0) 8.6 Policyholder dividends (184.3) (8.8) Acquisition costs and administrative expenses (197.4) 0.2 Other underwriting income and expenses 0.2 (0.4) Reinsurance result 11.3
Change in Life technical account Group structure Ceded business 31/12/1999 Pro forma new format 31/12/1999
In accordance with the terms of our appointment at the Annual Shareholders’ Meeting, we have audited the accompanying consolidated financial statements of CNP Assurances and its subsidiaries for the year ended 31 December 2001.
These consolidated financial statements have been approved by the Executive Board. Our responsibility is to express an opinion on these financial statements based on our audit.
Gross technical reserves 61,742,662.9 56,090,912.1 52,234,692.3 Technical reserves for linked liabilities 9,059,990.9 9,116,992.3 6,223,000.1 Provisions for liabilities and charges 74,226.7 116,376.8 120,059.9 Cash deposits received from reinsurers 13,805.7 13,546.5 13,787.0
Mark-to-market losses on assets held to cover linked liabilities (1,998,483.0) (964,134.2) (41,912.2) Other underwriting expenses (27,365.1) (24,930.9) (33,894.8)
Non-life underwriting result 2,120.7 3,313.1 5,604.2 Life underwriting result 422,835.0 271,407.2 275,381.4 Investment income 216,250.7 194,391.9 186,571.9 Investment expenses (38,223.2) (24,597.0) (15,636.1) Investment income transferred to the technical account (3,528.3) (3,824.3) (7,610.5) Other non-underwriting income 167.0 285.1 370.6 Other non-underwriting expense (4,260.9) (4,324.7) (676.6) Other income and expense (18,497.1) 451.4 5,140.4 Employee profit-sharing (5,873.5) (8,752.1) (4,573.5) Corporate income tax 2,925.1 (104,709.3) (14,086.7)
CNP CAUTION 4, pl. Raoul-Dautry - 75015 7,683 (45) 16,148 7,683 100.00% — 20 (1,042) 0
TRESOR VIE 4, pl. Raoul-Dautry - 75015 22,417 19,982 1,031,454 22,410 100.00% — 38,548 1,171 1,121
SC RUE DE RENNES 4, pl. Raoul-Dautry - 75015 8 (1,784) 45,016 10,452 99.80% 40,399 4,406 0 0
CDC IXIS Asset Management 7, place des Cinq-Martyrsdu -Lycée-Buffon - BP 541
LL PORTO RETAIL Praceta Henrique Moreira n° 244, 2° floor, Afurada,
Vila Nova de Gaia - Portugal 50 (3,809) 103,701 6,208 25.00% 10,081 ND (1,226) 0
B - Subsidiaries and affiliates with a carrying value of less than 1% of CNP Assurances’ share capital
Capital at year-end (in thousands) Share capital in EUR thousands 548,510.8 522,624.7 520,933.2 520,933.2 483,568.3 Number of ordinary shares outstanding 137,127,708 137,127,708 136,683,922 136,683,922 126,880,000 Results of operations (in thousands)
Profit before tax depreciation, amortisation and provisions 594,615.2 452,553.1 456,618.7 411,103.9 323,585.5
We performed our review in accordance with generally accepted auditing standards. Those standards require that we plan and perform the review to obtain reasonable assurance about whether the evidence supporting the information in our possession is consistent with that information.
Addendum to the Framework Agreement between CNP Assurances and Caisse Nationale des Caisses d’Epargne et de Prévoyance (CNCEP)
The persons concerned by this addendum are as follows: CNP Assurances and the Caisse d’Epargne Group, represented par Gilles Benoist, Charles Milhaud, Philippe Wahl and Isabelle Bouillot; CDC, represented by Daniel Lebègue, Gérard Barbot and Pierre Servant.
Addendum to the Service Agreement between CNP Assurances and Ecureuil Vie
The persons concerned by this addendum are as follows: CNP Assurances, represented by Jacques Ouvaroff, Jean-Paul Marchetti and Jean-Pierre Walbaum, Ecureuil Vie, represented by Philippe Wahl and Eulia, represented by Charles Milhaud.
Insurance Code, we were also duly notified of the following agreements approved in prior years, which remained in force during the year.
– A Commission Agreement between Ecureuil Vie and CNCEP, which sets out the method to be used to determine the commission to be paid to the network for the distribution of Ecureuil Vie products and therefore deals with the financial arrangements between Ecureuil Vie and CNCEP.
The addendum to the Framework Agreement was approved by the Supervisory Board on 14 December 2000.
– the addendum specifies the commitments given by the network in terms of market share to CNP Assurances and Ecureuil Vie,
On 28 June 1995, CNP Assurances and Ecureuil Vie signed a Service Agreement. This Agreement was modified by two addenda, dated 17 December 1997 and 14 December 2000.
The addendum signed by CNP Assurances and Ecureul Vie, as approved by the Supervisory Board on 14 November 2000, modifies the method used to determine the remuneration paid to CNP Assurances for the administrative management of Ecureuil Vie savings and pension products. CNP Assurances receives an annual fee based on the value of assets under management and the nature of the policies concerned.
The addendum also specifies the method to be used to determine the annual remuneration paid to CNP Assurances for the administrative management of Ecureuil Vie whole life policies, based on a percentage of annual premium income.
Dexia CLF has given CNP Assurances a call option allowing CNP Assurances to acquire a blocking minority interest in IFAX, the parent company of the Dexia Sofaxis Group.
– a charge of EUR 11.5 million in respect of brokerage fees.
A financial management agreement was entered into between CNP Assurances and CDC Asset Management on 24 September 1998. Under the terms of this agreement, CNP Assurances has given full powers to CDC Asset Management to manage— in its name and on its behalf, or in the name and on behalf of its insurance subsidiaries—the portfolios referred to in the agreement and the cash deposited in a related account, subject to compliance with the applicable regulations and the investment guidelines and instructions issued by CNP Assurances.
The agreement came into effect on 1 July 1998 and will remain in force until 31 December 2001. Effective from that date, it will be automatically extended for successive periods of one year, until terminated by one or other of the parties.
The following is a summary and an adaptation of the information disclosed in the section entitled “Renseignements à caractère général” of the French language reference document.
I - GENERAL INFORMATION ABOUT CNP ASSURANCES a) Name and headquarters
b) Legal form and governing law CNP Assurances is a société anonyme (public limited company) with a two-tier management structure (Executive Board and Supervisory Board). It is governed by articles 225-57 to 225-93 of the French Commercial Code and the French Insurance Code. Its activities are supervised by the French insurance industry watchdog (Commission de Contrôle des Assurances).
g) Appropriation of profit The Annual General Meeting may decide to appropriate all or part of net profit for the year to any reserve accounts or to distribute all or part of net profit in the form of dividends, based on recommendations made by the Executive Board.
Holders of registered shares will be entitled to attend General Meetings without carrying out any formalities, provided that their shares were recorded in the Company’s share register at least five days prior to the date of the meeting.
i) Disclosure thresholds Any shareholder acting alone or in concert with other shareholders that acquires or raises its direct and/or indirect interest in the Company’s capital to more than 0.5% or 1% or any multiple of 1%, is required to notify the Company by registered letter with return receipt requested within five days of the disclosure threshold being crossed. The letter of notification should include full details of the number of shares and voting rights held.
The authorisation may be used: – to purchase shares in order to stabilise the share price, if necessary,
– to acquire shares for allocation under employee profit-sharing or share ownership plans or on exercise of stock options,
Date Description Number of Aggregate Net shares par value premium 31 December 1991 Initial capital 50,000 FRF 5,000,0001 –
18 September 1998 Issuance of shares for cash 9,803,922 FRF 245,098,0502 FRF 1,244,619,067 31 December 2000 Employee rights issue 443,786 FRF 11,094,6502 FRF 67,620,016 1 January 2001 Capital increase paid up by capitalising reserves, carried out in connection with the conversion of the capital into euros EUR 25,886,223.983 1 – Par value of FRF 100.
Fifteen civil service mutual insurance companies 2,029,768 1.48% 1.49% Compagnie suisse de réassurances 2,898,088 2.11% 2.12% AGRR Prévoyance 1,366,839 1.00% 1.00% CNP Assurances (treasury shares) 607,158 0.44% 0 Public, employees and other 28,832,354 21.03% 21.12%
*CNP Assurances’ main shareholders—Caisse des Dépôts et Consignations, La Poste, the Caisse d’Epargne Group and the French State—signed an agreement on 2 September 1998 stating their intention to remain shareholders of CNP Assurances over the long term and implement common policies. The agreement, which is for a renewable period of 5 years, was published by the French stock market authorities (Conseil des Marchés Financiers). It also contains provisions concerning the temporary non-transferability of the shares held by the signatories of the agreement and gives the signatories a pre-emptive right to acquire any shares that may be offered for sale by the other signatories (with the exception of the French State). On 16 September 1998, the Conseil des Marchés Financiers ruled that the signatories of the agreement constitute shareholders acting in concert.
(0.5%); – transfer of the interests held by La Poste and the Caisse d’Epargne Group (18% each) to a joint holding company, Sopassure, 50.1%-owned by La Poste and managed on an equal basis; – reduction in the interests of CDC from 40% to 37% and of the French State from 1.7% to 1.2% The Conseil des Marchés Financiers ruled that the combining of the interests held by La Poste and the Caisse d’Epargne Group within a joint holding company did not materially alter the balance of interests among the members of the shareholders’ pact and that La Poste and the Caisse d’Epargne Group were therefore not required to launch a takeover bid for CNP Assurances.
• All the assets of the predecessor public-sector company, EPIC CNP, were transferred to CNP Assurances with effect on 1 January 1992 in exchange for 2,855,000,000 newly-created shares with a par value of FRF 100.
• On 4 January 1993, the French State sold 5,547,500 CNP Assurances shares to La Poste.
• A four-for-one stock-split (increase in the number of shares from 31,720,000 to 126,880,000) was decided at the Extraordinary General Meeting of 27 October 1994.
• The interest held by Caisse des dépôts et consignations was raised from 30% to 40% and the interest held by La Poste raised from 17.5% to 20%, through the acquisition of shares held by the French State in preparation for the transfer of CNP Assurances to the private sector.
• The French State sold approximately 6.5% of CNP Assurances’ capital to new shareholders —the civil service mutual insurance companies, AGRR Prévoyance and Compagnie suisse de réassurances.
• The above share sales had the effect of reducing the French State’s interest in CNP Assurances’ capital from 42.38% to 23.39%.
g) Dividends Dividends paid in the last three years were as follows: Dividends not claimed within five years are statute-barred and are paid over to the State.
Jacques Ouvaroff, first appointed on 9 December 1992, re-appointed on 30 June 1997 and 9 July 1998.
Chairman*: Edmond Alphandéry, appointed by the Supervisory Board on 9 July 1998, appointment ratified at the General Meeting of 18 September 1998. Re-elected 4 June 2002.
Vice-Chairman*: Martin Vial, Chairman of La Poste *Subject to the decision of the Supervisory Board on 4 June 2002.
Caisse des dépôts et consignations, represented by Daniel Lebègue, Managing Director of Caisse des dépôts et consignations. Elected 20 December 1991, re-elected 9 December 1992,
Pierre Servant, member of the Caisse des dépôts et consignations Executive Committee. Elected 18 September 1998
Gérard Barbot, Director at Caisse des dépôts et consignations. Elected 18 September 1998.
Charles Milhaud, President of the Executive Board of Caisse Nationale des Caisse d’Epargne et de Prévoyance (CNCEP). Appointed by the Supervisory Board on 25 March 1999 appointment ratified at the General Meeting of 3 June 1999.
Sopassure, represented by Daniel Caille, Chief Executive Officer of La Poste. Appointed by the Supervisory Board on 17 January 2001, appointment ratified at the General Meeting of 6 June 2001, re-elected 4 June 2002
Patrick Werner, Managing Director of La Poste. Appointed by the Supervisory Board on 25 January 1999, appointment ratified at the General Meeting of 3 June 1999.
Jean-Louis de Mourgues, general delegate of AGRR Prévoyance, elected 18 September 1998.
KPMG Audit, department of KPMG SA - 1, cours Valmy, 92923 Paris-La Défense Cedex, represented by Christian Henry and Régis Tribout.
Mazars et Guérard, Le Vinci, 4, allée de l’Arche, 92075 Paris-La Défense Cedex, represented by Guillaume Potel and Pascal Parant.
b) Directors’ interests At 31 December 2001, the members of the Executive Board of CNP Assurances held 15,665 shares of the Company.
d) Loans and guarantees granted to members of the Executive Board and the Supervisory Board None.
e) Employee incentive plans The amounts awarded to employees under incentive plans based on collective development objectives are as follows: f) Employee stock options None.
Person responsible for the reference document Gilles Benoist, President of the Executive Board of CNP Assurances.
It includes all the information required by investors to form an opinion on the assets and liabilities, business, financial condition, results and outlook of the issuer. No information has been omitted that would be likely to alter an investor’s opinion.”
Statement by the Auditors (free translation of a French language original)
Based on the procedures described above, we have nothing to report with respect to the fairness of the information about the financial position and the historical financial statements contained in this reference document.
COB checklist Checklist of information required to be disclosed under Commission des Opérations de Bourse regulation 98-01.
Translated and adapted from the French “document de référence” filed with the Commission des Opérations de Bourse. The complete reference document, in French, is available on request from the Company and can also be downloaded from the CNP Assurances web site Only the French language version is binding on the Company.
A “Contact” page allows site visitors to send queries by e-mail to: actionnaires@cnp.fr or infofi@cnp.fr
Publications for shareholders The annual report and the interim report are available on request in French and English. Other specialised publications are also produced for shareholders, in French only, including a guide to general meetings, a quarterly shareholders newsletter and a shareholder guide.
● 12 March 2002: 2001 annual results announcement ● 6 May 2002: 1st quarter 2002 turnover announcement ● 4 June 2002: Annual General Meeting in Paris ● 11 June 2002: Shareholders’ meeting in Nantes ● 8 August 2002: 1st half 2002 turnover announcement ● 10 September 2002: 1st half 2002 results announcement ● 7 November 2002: Announcement of turnover for the first nine months of 2002