A diversified range of savings products CNP Assurances’ non-unit-linked offerings comprise contracts paying a guaranteed minimum rate of return over a specified period, generally eight or ten years, and contracts for which the minimum return is adjusted annually. CNP Assurances’ unit-linked products are renowned for their flexibility and accessibility, as well as for the wide range of investments available. A vast array of options are offered, including one or two non-unit-linked funds, a selection of unit-linked funds which
participation defined contribution plans (“article 83 plans”), defined benefit plans (“article 39 plans”), voluntary-participation life insurance contracts (“article 82 plans”) and insured plans covering long-service awards payable to employees on retirement.
Loan insurance protects individuals and banks from the consequences of events that prevent borrowers from honouring their repayment commitments, such as disability, unemployment or other risks of day-to-day life. Personal risk insurance covers the insured against the risk of accident, temporary or permanent
A full range of financial publications CNP Assurances’ shareholders are provided with a full range of financial publications which are updated every year. These publications range from the annual and interim reports to the Annual General Meeting Guide, the quarterly shareholder newsletter, the Shareholders’ Guide and other more specialised publications. The Shareholders’ Guide was born of the desire to provide educative information and is a mine of information for all shareholders.
During the year the quarterly, interim and annual results, as approved by the Executive Board, were presented to us on a timely basis for review and were approved.
These purely technical addenda are described in detail in the Auditors’ special report.
The Annual General Meetings held on 6 June 2000 and 2001 authorised the Executive Board to issue debt securities in order to raise the necessary funds to finance CNP Assurances’ development projects without calling on the Company’s shareholders.
In reviewing this major strategic acquisition, the Board paid particular attention to corporate governance. It examined all factors which could prevent CNP Assurances from achieving the objectives set during the acquisition procedure or threaten its international development in the long term.
The Board has been informed in detail of the huge workstream initiated by the Executive Board to restructure IT investments within the CNP Group.
January 2001: partnership agreement with Banques Populaires Since January 2001, CNP Assurances has been insuring loans made by Banque Populaire
CNP Assurances has obtained ISO 9001 certification for the design and provision of periodic information to policyholders with regard to individual savings and pension products.
Unlike other credit institutions, CIF did not want to limit the use of mortgage guarantee insurance to certain types of standard loans.
Sales of unit-linked products fell 40% due to unfavourable stock market conditions, while investment in non-unit-linked products climbed by 16%.
– to create shareholder value, as measured by the increase in embedded value.
The policy is based primarily on asset/liability management results and includes analyses of future treasury and interest rate gaps, as well as medium and long-term simulations of the portfolio’s sensitivity to differing trends in the financial markets.
3 – Credit risk The credit risk management strategy approved by the Executive Board consists of holding investment grade securities and diversifying bond portfolios to avoid concentrations of credit risks by issuer or geographic area.
The CNP Risks Committee meets periodically to approve and direct the investment policy.
E. Insurance coverage The process put in place at CNP Assurances to identity, measure and monitor risks ensures that all potential risks are efficiently managed. The process incorporates a wide range of measures designed to reduce the probability of risks being incurred. Major risks have been insured, to attenuate their impact.
The mutual insurance companies set up by FNACA (the Federation of veterans who served in Algeria), ARAC (the war veterans pension association) and Mutuelle des Anciens Combattants et Victimes de Guerre (the mutual insurance company for war veterans and victims of war) have renewed the contracts dealing with insurance cover provided by CNP to war veterans.
Qualifying shareholders will be entitled to a 50% tax credit—EUR 0.695—per share, corresponding to the tax already paid by the Company. The total revenue received by these shareholders, including the tax credit, will be EUR 2.085.
Directors and censor standing for re-election: •Caisse des dépôts et consignations, represented by Daniel Lebègue,
Authorisation to be given to the Executive Board to grant stock options, exercisable for shares representing a maximum of 0.3% of the Company’s capital (16th resolution)
In line with the Company’s commitment to promoting employee share ownership, the Executive Board has decided to seek shareholder-approval of an employee stock ownership plan. This proposal is supported by the Supervisory Board and its Remunerations Committee.
The Executive Board used the authorisation given at the Special General Meeting of 6 June 2000 to carry out two employee rights issues. The first was carried out in December 2000. The second issue is currently in progress and is scheduled for completion on 21 June 2002.
To the best of the Company’s knowledge, as of 31 December 2001, current and former employees of the CNP Group held a total of 1,186,351 shares directly or indirectly, representing 0.86% of the Company’s capital, including 861,437 shares held through various corporate mutual funds. (Information disclosed in compliance with article 225-102 of the Commercial Code.)
– Amendment requiring prior authorisation by the Supervisory Board of any agreements between the Company and any shareholder holding over 5% of the voting rights, under the “regulated agreements” procedure (article 30).
– Fees allocated to the members designated by Caisse des dépôts et consignations: Daniel Lebègue2, Isabelle Bouillot, Pierre Servant1, Gérard Barbot and Robert Allemon: EUR 64,050, paid in full to Caisse des dépôts et consignations.
Gilles BENOIST – CNP Assurances (French public limited company): President of the Executive Board
– Ecureuil Vie (SA): permanent representative of CNP Assurances on the Board of Directors
– Société Financière CEGI (SA): permanent representative of SOGECCEF on the Board of Directors
– Crédit Foncier de France (French public limited company): Chairman of the Supervisory Board
– The value of new business written in 2001 is EUR 119 million or EUR 0.87 per share, based on premium income for the year of EUR 11.93 billion. Excluding Brazil, new business amounts to EUR 86 million or EUR 0.63 per share, based on premium income of EUR 11.8 billion. New business includes new policies written during the year and future top-up premiums (non-recurrent single premiums). It does not include regular premiums which are taken into account in the valuation of in-force business.
Minority interests 902.2 699.0 579.2 590.7 490.6 Subordinated debt 850.2 449.6 449.6 449.6 449.6 Gross technical reserves 120,454.9 109,789.6 101,584.6 110,469.6 102,195.4
1.5 – Agreement with the Caisse d’Epargne Group concerning loan insurance CNP Assurances has signed an agreement with the Caisse d’Epargne Group concerning loan insurance. The agreement comes into effect on 1 January 2002 and covers 26 savings banks in France.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements of the CNP Group have been prepared in accordance with French Accounting Standards Committee (Comité de la Réglementation Comptable) standard CRC 2000-05 dealing with the consolidated financial statements of insurance companies, adopted by Government order dated 17 January 2001.
– Reserves resulting from legal revaluations are maintained in consolidated shareholders’ equity. Amounts written off from the revaluation reserve in the individual statutory financial statements are restated and included in shareholders’ equity.
Inward reinsurance premiums, claims and technical reserves are recorded based on information received from ceding insurers or, if adequate information is not available, based on an estimate of the accounts not yet received.
CNP Assurances IG France Parent Parent Insurance 341 737 062 company company
4.3 Impact of the Caixa Seguros acquisition 2001 based on 2000 2001 Effect of change 2000 % Group structure published in scope of published change,
Prévisol Seguros de Vida 0.7 29.87% 0.9 29.87% 0.9 29.87% Prévisol Seguros de Retiro 1.0 29.82% 1.0 29.82% 0.5 29.82%
Policyholders’ surplus reserve 2,663.5 2,533.4 2,327.6 Other technical reserves 935.2 30.5 171.8 Technical reserves for linked liabilities 12,598.6 12,474.1 8,197.2
Savings 13,496.6 14,026.8 13,504.4 Pensions 1,179.3 1,102.2 1,125.7 Personal risk insurance 821.1 772.6 808.7 Loan insurance 1,466.9 1,337.1 1,294.0 Non-life 150.0 81.9 68.8 Health insurance 176.1 197.6 202.3
Notes 2, 28 and 29 to the consolidated financial statements describe the impact on the consolidated financial statements of the adoption of standard CRC 2000-5 and the resulting changes of method. This emphasis of matter does not affect the opinion expressed above.
Assets held to cover linked liabilities 9,059,990.9 9,116,992.3 6,223,000.1 Reinsurers’ share in technical reserves 2,871,813.6 2,547,761.3 2,244,191.8
French subsidiaries — — — 6,650 — 48,559 — — —
The Executive Board may authorise the teletransmission of forms of proxy or postal voting forms, in which case shareholders will be informed of this option in the notice of meeting. The Executive Board may also authorise shareholders to participate in and vote at General Meetings by videoconference or any other telecommunication medium allowing shareholders to be identified.
The same disclosure formalities apply when each subsequent disclosure threshold is crossed or in the case of a reduction in a shareholder’s interest to below a disclosure threshold.
– in connection with the management of the Company’s cash reserves or shareholders’ funds.
The resolution also states that the shares acquired may be cancelled, subject to a shareholder authorisation to reduce the capital being given in a special resolution.
At the Annual General Meeting of 6 June 2001 (5th resolution), shareholders renewed, for five years, an earlier authorisation to issue up to EUR 2 billion worth of bonds and other debt securities. The proceeds from the issue or issues would be used to finance development projects and to increase the Company’s solvency margin without calling on shareholders to provide additional funds.
d) Changes in share capital CNP has been a company limited by shares since 1992. Changes in the Company’s capital since 1992 are presented below: e) Ownership structure at 31 December 2001 Number of ordinary shares: 137,127,708
Total shares held by the signatories of the shareholders’ agreement* 101,393,501 73.94% 74.27%
• On 22 December 1992, the French State sold 9,510,000 CNP Assurances shares to Caisse des dépôts et consignations.
• In accordance with the authorisation given at the Annual General Meeting of 6 June 2000, the capital was converted into euro with effect on 1 January 2001. The operation was carried out by converting the par value of the shares into euro, increasing the converted amount to the nearest whole number of euro and transferring the difference from reserves to the capital account.
Calan Ramolino & Associés, 191, avenue Charles-de-Gaulle, 92200 Neuilly-sur-Seine, represented by Etienne Jacquemin and Jean-Claude Lemaire.
c) Agreements involving members of the Executive Board and the Supervisory Board Refer to the Auditors’ Special Report.
Mazars et Guérard, 1998 AGM to approve the 2003 Le Vinci - 4, allée de l’Arche, financial statements 92075 Paris-La Défense Cedex, represented by Guillaume Potel and Pascal Parant Substitute: Charles Vincensini 1998 AGM to approve the 2003 financial statements
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