Credito Valtellinese Group: consolidated quarterly report as of 31.03.2006 was approved and the parent company's corporate governance system reformed. A Strategic Committee was established.
|Consolidated financial statement
(figures shown in millions of euros)
|1Q 2006||1Q 2005||Var. %|
|Gross operating profit||35.0||26.3||+32.7%|
Sondrio, 11th May 2006 - The Board of Directors of Credito Valtellinese, convened under Chairman Giovanni De Censi, examined and approved the consolidated report as of 31st March 2006 during today's session. The report was drafted according to international IAS/IFRS accounting principles and registers positive dynamics for the main economic and equity indicators in line with company goals. Consolidated net profit for the period stands at € 16.1 million, a significant increase (+16.2%) over first quarter 2005. In addition, the Board resolved to reform of the parent company's corporate governance system. The main objective of this reform is to concentrate the activity of the administrative body on its roles of management, coordination and oversight of the Group's unified strategy. Specifically, the Board of Directors resolved to establish and appoint a Strategic Committee for the three-year period 2006-2008. The Committee is a consultative body charged with formulating proposals for the Board regarding the main decisions involved in the Group's strategic development. In addition, the Board appointed the members of the Executive Committee and of the advisory committees that had already been established in compliance with the Code of Self-Discipline for Listed Companies (Appointment Committee, Remuneration Committee, Internal Control Committee) for the current financial year.
CONSOLIDATED FINANCIAL STATEMENT
Economic FiguresEconomic management of first quarter 2006 posted an interest margin of € 81.0 million, an increase of 12.2% over the € 72.2 million of first quarter 2005. The upwards trend in product volumes for the wealth management and bank insurance sectors, along with the satisfying results of sales of financing products and other services, lead to a growth of net commissions (+9.9%), which increased from €44.8 million in first quarter 2005 to € 49.2 million in first quarter 2006. Activity in the financial sector posted a net trading result of € 6.4 million, an increase over the € 3.7 million of first quarter 2005. Brokerage margins therefore totalled € 136.6 million, an increase of 13.1% over € 120.8 million from first quarter 2005. When net value adjustments on financial activities of € 9.7 million (essentially stable compared to first quarter 2005) have been deducted, the net result of financial management is € 126.9 million, an improvement of 14.0% in comparison with the result posted in first quarter 2005 (€ 111.3 million). Investments connected to strengthening the Group's commercial and productive structure lead to an 8.2% growth in operating costs (sum total of administrative costs, provisions for risks and expenses, net adjustments to tangible and intangible assets, and net of other income) which stand at € 91.9 million.
Financial FiguresAn examination of the balance sheet highlights a positive trend in direct deposits, equal to € 11,178.7 million (+6.6% compared to € 10,488.9 at the end of 2005). As of 31st March 2006, the Group's indirect deposits reached € 11,968.5 million, resulting in an increase of 3.3% over € 11,587.1 million from the previous year. Managed assets, including mutual investment funds, client asset management and insurance funds, total € 6,021.3 million, up compared to € 5,910.6 million at the end of December 2005. Managed assets, represented by the cash and marketable securities deposited by clients in Banks belonging to the Group, reached € 5,947.2 million, showing a growth of 4.8% compared to the same figure at the end of the previous financial year. Worthy of note is the fact that the proportion of managed assets compared to total indirect deposits is equal to 50.3% as of 31.03.06. Overall deposits, i.e. direct and indirect deposits combined, therefore reached € 23,147.2 million, up 4.9% over € 22,076.1 million at the end of December 2005. Loans to clients, issued preferentially to craftsmen, small and medium enterprises, and to families working in local environments within the sphere of activity of the Group's area banks, stand at € 10,178.8 million, an increase of 3.2% over € 9,863.2 million at the end of 2005. Overdue loans to clients totalled € 168.5 million, down 0.5% from the end of December 2005. In relation to total net investments, this figure is equal to 1.7%, unchanged from that of 31st December 2005. Level of coverage of overdue loans is equal to 74.6%, an improvement over 74.4% posted at the end of last year.
Operating Structure DataAs of 31.03.06 the Credito Valtellinese Group structure was comprised of 350 branch offices, of which 4 were launched during the quarter in question. The expansion of the sales network and the strengthening of the production and corporate center structures led to the net hiring of 44 employees. As of 31.03.2006, the Credito Valtellinese Group had 3,351 employees.
RELEVANT EVENTS AFTER 31.03.2006
Development of the Local NetworkAfter 31st March 2006, the Group's local network was enlarged through the opening of agency 22 in Milan and agency 15 in Rome by Credito Artigiano. As a result, there were 352 Group branch offices at the date of writing of this statement.
Conversion of the Second Tranche of the "Credito Valtellinese 2.8% 2004-2007 Convertible" Debenture LoanThe second tranche of the "Credito Valtellinese 2.8% 2004-2007 Convertible" Debenture Loan reached maturity on 11th April 2006, for € 300.00 of face value per bond held with an original value of € 1,000.00. The total amount at maturity was € 88,014,000. Bondholders had the option of requesting conversion of the relative value into 43 shares of Credito Valtellinese stock with a conversion value of € 6,977 per share from the period between 20th March and 11th April. At the end of this period, 12,502,809 new shares were issued as a result of the exercise of conversion options, resulting in a conversion percentage of 99.1%. As a result of this operation, share capital increased from € 235,405,446 to € 272,913,873 divided into 90,971,291 shares with a per-share face value of € 3.
Assignment of Non-Performing Mediocreval S.p.A. Loans to Finanziaria San Giacomo S.p.A.Within the framework of rationalization of the Credito Valtellinese Group's activity in the medium/long-term financing sector, the Boards of Directors of Mediocreval S.p.A. and Finanziaria San Giacomo approved assignment of loans to Finanziaria San Giacomo S.p.A. The operation, in compliance with article 58 of Italian Legislative Decree 1.9.1993 no. 385, assigned all non-performing loans held by Mediocreval for the total price of € 113.1 million, the value of the loans as of 31st March 2006 calculated according to IAS/IFRS accounting principles. Final compensation for assignment will be calculated on the basis of the value of the loans in question with reference to the accounting situation on the date of assignment. Execution of the operation-subject to granting of the required authorization by the Bank of Italy-will presumably take place at the end of June or beginning of July 2006. Following completion of the assignment operation of the above-mentioned doubtful loans, Mediocreval will be able to launch operations in the medium and long-term financing sector.
Transfer of the "Private Banking" Department from Creval Banking S.p.A. to Bancaperta S.p.A.In the 2005 financial statement it was reported that the joint-venture agreement signed in 2003 between the parent company and the Swiss Julius Baer Group had been cancelled and that a first tranche of Cheval Banking shares, the equivalent of 41% of its share capital, had been purchased by the Credito Valtellinese Group. In accordance with the strategy for repositioning Cheval Banking within the Credito Valtellinese Group, Cheval Banking's private banking department was transferred to Bancaperta's new wealth-management division in compliance with and as a consequence of article 58 of the Unified Banking Law on 1st April 2006. Creval Banking's financial statement figures as of 31.03.2006 indicate that the transferred division had assets of € 3,791,479 inclusive of goodwill, fixed at € 800,000 and subject to due diligence commissioned from a leading auditing company, and liabilities of € 1,915,017; the price agreed upon was €1,876,462. The total volume of indirect deposits transferred was € 73.9 million.
PREDICTED COURSE OF MANAGEMENTIn an economic context characterized by continuing uncertainty, the Board of Directors believes that the Group may continue operations over the rest of 2006 at a regular, constant pace of growth and reach economic and equity goals in line with budget predictions.
RESOLUTIONS OF THE BOARD OF DIRECTORS REGARDING THE PARENT COMPANY'S CORPORATE GOVERNANCE SYSTEMDuring today's meeting, the company's administration also examined and approved reform of the parent company's corporate governance system. The principal aim of this reform is to sharpen the focus of the Board of Directors on its role of management, coordination and oversight of the Group and its operations in full respect of the relevant regulatory framework and with greater involvement by all Directors of the Board. A Strategic Committee was established and the role of the Executive Committee in the Bank's ordinary operations was expanded, especially with regard to loan issue. This reform is therefore aimed at strengthening the centrality of the Board and other complimentary collegial bodies established by the Board for the purpose of managing the Bank and the Group. It replaces the previous system of delegated powers that provided for conferment of operative delegations to individual Directors of the Board.
Establishment and Appointment of the Strategic CommitteeIn order to reach the above-mentioned objectives, the Board resolved to establish a Strategic Committee within the Board and appoint members for the three-year period from 2006 to 2008. Its role will be to provide support and consulting to the entire administration, and it will be composed of six Board members and headed by the Bank's Chairman. The Committee will formulate proposals for the Board regarding the definition, updating, and control of the Strategic Plan and the main decisions and initiatives that are to have an impact on the conglomerate's strategic and competitive profile.
Renewal of Executive CommitteeFurthermore, the Board of Directors renewed the Executive Committee for financial year 2006. It also increased the number of members from 5 to 6 and broadened its powers regarding loan transactions. In consideration of their specific knowledge of the Bank's target market, the members of the Executive Committee are: Giovanni De Censi, Salvatore Vitali (Chairman and Deputy Chairman of Credito Valtellinese, respectively, and therefore rightful members of the Committee), Mario Cotelli, Gabriele Cogliati, Michele Colombo, Franco Moro.
Other Advisory CommitteesFinally, the administration appointed the members of already established advisory committees in compliance with the Code of Self-Discipline for Listed Companies (Appointment Committee, Remuneration Committee, Internal Control Committee) for financial year 2006.
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