Contents - Crédit Coopératif

Transcription

Contents - Crédit Coopératif
Contents
OVERVIEW
THE PRESIDENT’S MESSAGE
4
MANAGEMENT REPORT FOR
THE CREDIT COOPERATIF GROUP
ORGANISATION OF THE CREDIT COOPERATIF GROUP
7
Medium-Term Plan
59
BOARD OF DIRECTORS - Members -
8
Consolidated Business
60
KEY FIGURES FOR THE CREDIT COOPERATIF GROUP 10
Measuring the risks of the Crédit Coopératif group
60
KEY FIGURES FOR THE BANQUE POPULAIRE GROUP 11
Stock-market activities
61
Progress report on subsidiaries
63
Progress report on associated non-subsidiary
institutions
65
Progress report on partnerships interests
67
Equity capital, regulatory ratios and rating
69
58
MANAGEMENT REPORT
FOR THE CREDIT COOPERATIF
13
Results
69
Economic and financial environment
14
Prospects for 2006
70
Legal Highlights
15
Intermediate operating totals
72
Human Resources
21
The Crédit Coopératif group
within the Banque Populaire group
22
• FINANCIAL ELEMENTS
OF THE CONSOLIDATED ACCOUNTS
73
Activity
22
Equity Capital and Capital Assets
23
Results
23
Prospects for 2006
24
Intermediate operating totals
25
Financial Results of the Company
for the last Five Financial Years
26
• FINANCIAL INFORMATION
- CORPORATE FINANCIAL STATEMENTS
27
– Balance sheet and off-balance
sheet statement at 31st December 2005
74
– Notes to the financial statements
78
– Statutory auditors’ report
99
PRESIDENT’S ANNUAL
REPORT
101
• STATUTORY AUDITORS’ REPORT
109
DRAFT RESOLUTIONS SUBMITTED
TO THE GENERAL MEETING
110
THE CREDIT COOPÉRATIF
BRANCH NETWORK
111
– Balance sheet and off-balance-sheet statement
as at 31 December 2005
28
– Income statement
30
– Notes to the accounts
32
– Statutory auditors’ general report
56
– Statutory auditors’ special report
57
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OVERVIEW OF
THE CREDIT COOPERATIF GROUP
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The President’s message
In 2005, the Crédit Coopératif group once again experienced higher growth than previous years,
including 2004 which was a particularly satisfying year. All parts of the business have grown.
Net banking income increased by 8.6%, which is particularly significant for an organisation
operating in the retail sector in France. The outlook for 2006 is therefore highly promising.
However, the year started with some concerns which proved to be well founded: interest rates
were even lower than expected, there was a mediocre economic climate in France where the
majority of our customers are located, in particular small to medium sized companies and
industries (SME/SMI), which have experienced little benefit from the positive global economic
conditions. Although some of our competitors have recorded considerable profits thanks to the
upward trend in financial markets, this is not a major concern for the Crédit Coopératif. It has,
however, given a tremendous boost to the financial management of our own account operations, with UCITs growing by an average of over 10%.
The growth in our activities has more than compensated for the difficulties created by the
economic climate. Collected funds remained high at more than 10%. Yet our greatest satisfaction is derived from growth in loans, with a surge of over 25% in new medium- and longterm loans: personal loans (37%) and to corporate entities, in particular associations and public
interest organisations (over 40%) which, together with the cooperative world, form the core of
our clients and our members.
One outstanding feature of the financial year was the increase in customer numbers in all
segments, encompassing individuals and corporate entities, positive proof of the effectiveness
of our strategy to guarantee our long-term growth for the benefit of our customers and
members. We can confidently set ambitious objectives and this is the vision of our
Medium-Term Plan “CAP 2008”.
This ambition is based on a high commitment to our cooperative principles. In
the competitive world of banking, cooperative banks such as the Crédit
Coopératif must show how they differ and demonstrate to all of Europe their
achievements with respect to these differences, social responsibility and
governance.
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For the Crédit Coopératif this commitment to its values was illustrated in 2005 by the adoption
of three internal texts: The Declaration of Principles, The Charter of Governance and the Articles
of Association of the Board of Directors. Collectively, these provisions govern every aspect of
life in the cooperative bank, and the democratic relationships between its component parts.
These values are reflected by our monitoring activities, dialogue with various movements, as
well as consideration of all initiatives intended to strengthen and develop the Social Economy.
The specific features of our business mean that we must respect these rules in our everyday
activities. We aim to ensure that these values are applied by each employee and the Crédit
Coopératif overall in generations to come. This philosophy prevails all recruitment activities, the
development of our management team and leadership of cooperative life.
The policy principles on which the Crédit Coopératif is based are more valid than ever. This also
holds true within the Banque Populaire group where partnerships have allowed us to increase
our portfolio, while conversely the Crédit Coopératif has become the leading force in areas such
as micro-finance and personal banking.
The Crédit Coopératif is and will continue to be a national, multi-specialist cooperative bank
owned by its member-customers, serving selected customer segments, a bank working for the
good of the Social Economy and a player in sustainable development. We are proud that a
growing number of individuals and corporate entities have placed their trust in us. We aim to
make them proud of their bank and are striving to achieve this goal.
Jean-Claude Detilleux
President
Crédit Coopératif Group
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ORGANISATION OF
THE CRÉDIT COOPÉRATIF GROUP
Members
Banque Fédérale
des Banques
Populaires
The central body
for the Crédit Coopératif
CREDIT COOPERATIF
Social-banking cooperative
in the form of a public limited company
Subsidiaries
Associate
institutions
Investments
in subsidiaries
on a partnership basis*
BTP Banque
Banque EDEL snc
ESFIN-IDES
Credit institutions:
Banque Populaire
Développement
Caisse Solidaire du
Nord-Pas-de-Calais
IRD Nord Pas-de-Calais
Société Financière
de la NEF
Croissance
Nord Pas-de-Calais
Coopamat
(equipment finance leasing)
Inter-Coop
(real-estate finance leasing)
Gedex Distribution
Socorec
Rhône Dauphiné
Développement
Mutual-guarantee
companies:
SIFA
Sicomi-Coop
(real-estate finance leasing)
ECOFI Investissements
(portfolio management company)
BTP Capital Investissement
(corporate finance)
Batinorest
CMGM
Nord Financement
IFCIC
Sofigard
CGI Bat
Sofindi
Sofirif
Cap West Equities
Sofiscop
SEFEA
Sofiscop Sud-Est
AMOS et Cie
Somudimec
BISE
France Active Garantie
Somupaca
SOFINEI
* Main investments
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BOARD OF DIRECTORS
MEMBERS AT 31 DECEMBER 2005
DIRECTORS
Jean-Claude DETILLEUX,
President and Chief Executive
Jean-Louis BANCEL,
Delegate Vice-President
Fédération des Enseignes du Commerce
Associé (FCA – retail traders’association)
Philippe ANTOINE, Vice-Président
Union Nationale des Associations de
Parents, de Personnes Handicapées
Mentales et de leurs Amis
(UNAPEI – national union of associations
of parents and friends
of mentally-handicapped persons)
Raymond GEDOR, Vice-President
Association ANCF-CEC
(non-profit making)
Gilbert HENNIQUE
Caisse Mutuelle de Garantie des Industries
Mécaniques et Transformatrices
des Métaux Métaux
(CMGM - mutual guarantee fund for
mechanical-engineering and
metal-processing industries)
Martine CLEMENT
Confédération Générale des SCOP
(CG SCOP)
Jean GAUTIER
Conseil National du Crédit Coopératif
(CNCC – national cooperative
credit council)
Jean-Marie MIRAMON
Fédération Française du Bâtiment
(FFB – French building trades association)
Christian GAY
Fédération Nationale des Coopératives
de Consommateurs
(FNCC - national federation of consumers’
cooperatives)
René LIOUVILLE Fédération Nationale de la Mutualité
Française (FNMF - French mutual
societies’ national federation)
Daniel LENOIR
Fédération Nationale de la Mutualité
Interprofessionnelle
(FNMI - national federation of
interprofessional mutual societies)
Maurice RONAT
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Fédération Nationale des Sociétés
Coopératives d’HLM
(FNSC D’HLM - national federation of
cooperative low-income housing boards)
Daniel CHABOD
Fédération Française des Coopératives et
Groupements d’Artisans d’Artisans
(FFCGA - French trade association of
small-business cooperatives and groups)
Hubert LIBOTTE
Garantie Mutuelle des Fonctionnaires
(GMF - public employees’ mutual
guarantee institution)
Thierry DEREZ
Mutuelle des Agents des Impôts
(MAI - tax employees’ mutual health
insurance society)
Jean-Claude NERISSON
Ligue de l’Enseignement
(teachers' league)
Jean-Marc ROIRANT
Société Centrale de Crédit Maritime
Mutuel SCCMM - central shipowners’
credit society)
Michel GIBLAINE
Union Nationale des Associations de
Tourisme et de Plein Air
(UNAT - national union of associations for
tourism and open-air activities)
Jean-Marc MIGNON
Union Nationale Interfédérale des
Œuvres et Organismes Privés, Sanitaires
et Sociaux (UNIOPSS - national
interfederal union of private health and
welfare organisations)
Hubert ALLIER
Union Sociale pour l’Habitat
(housing social union)
Claude TAFFIN
DIRECTORS ELECTED
BY THE EMPLOYEES
Charles DELANNOY
Françoise GIRMA-ROMEYER
Société Coopérative d’Entraide-Fonds
d’Expansion Confédéral
(SOCODEN-FEC - cooperative
mutual-aid society – confederal
economic-development fund)
Jacques LANDRIOT
Société Coopérative pour la Rénovation
et l’Equipement du Commerce
(SOCOREC - cooperative society for
retailers’ renovation and capital
investment)
Hervé AFFRET
Société Financière de la NEF
Philippe LECONTE
Union Nationale de l’Aide, des soins et
des services aux domiciles
(UNA - national union of home help and
home care associations)
André FLAGEUL
Bernard LEURIDANT
Colette PINEL
EXTERNAL CORPORATE
SUPERVISORS
Association UCEL
Jean DUPUIS
Représentant des Porteurs de Parts " C "
Claude AUDOUIT
WORKS COUNCIL
REPRESENTATIVE
Confédération de la Coopération,
de la Mutualité et du Crédit Maritimes
(CCMCM)
Jean-Luc de FEUARDENT
Alain PIERRE
Conseil National du Crédit Coopératif
(CNCC – national cooperative
credit council)
Michel VALLADE
Incumbent
KPMG Audit
SOFIDEEC " BAKER TILLY "
ESFIN
François SOULAGE
✧✧✧✧
STATUTORY AUDITORS
Alternate
Pascal BROUARD
Christian LAIRY
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ADVISORY COMMITTEES
COMPOSITION AT 31 DECEMBER 2005
OFFICERS OF THE BOARD OF DIRECTORS
RISK COMMITTEE
Jean-Claude DETILLEUX,
President and Chief Executive
Jean-Claude DETILLEUX,
President and Chief Executive
Jean-Louis BANCEL,
Delegate Vice President
FEDERATION DES ENSEIGNES DU COMMERCE ASSOCIE
(FCA)
Philippe ANTOINE, Vice President - Session Chairman
CAISSE MUTUELLE DE GARANTIE DES INDUSTRIES
MECANIQUES ET TRANSFORMATRICES DES METAUX
(CMGM - mutual guarantee fund for mechanical-engineering
and metal processing industries)
Martine CLEMENT
ASSOCIATION UCEL
Jean DUPUIS
ASSOCIATION ANCF-CEC (non-profit making association)
Gilbert HENNIQUE
Jean-Louis BANCEL,
Delegate Vice President
FEDERATION DES ENSEIGNES DU COMMERCE ASSOCIE
(FCA)
Philippe ANTOINE, Vice-Président
AUDIT COMMITTEE
Jean-Claude DETILLEUX,
President and Chief Executive
Jean-Louis BANCEL,
Delegate Vice President
Session Chairman
ASSOCIATION ANCF-CEC
Gilbert HENNIQUE
FEDERATION NATIONALE DES COOPERATIVES DE
CONSOMMATEURS (FNCC - non-profit-making association)
René LIOUVILLE Charles DELANNOY
DIRECTOR ELECTED BY EMPLOYEES
ASSOCIATION UCEL
Jean DUPUIS
SOCIETE COOPERATIVE POUR LA RENOVATION ET
L’EQUIPEMENT DU COMMERCE
(SOCOREC - cooperative society for retailers’ renovation
and capital investment)
Hervé AFFRET
Statutory auditors:
SOFIDEEC " BAKER TILLY "
Pierre FAUCON
KPMG AUDIT,
Rémy TABUTEAU
FEDERATION NATIONALE DES COOPERATIVES
DE CONSOMMATEURS
(FNCC – national federation of consumers’ cooperatives)
René LIOUVILLE DIRECTOR ELECTED BY EMPLOYEES
REMUNERATION
AND RECRUITMENT COMMITTEE
Jean-Claude DETILLEUX,
President and Chief Executive
Jean-Louis BANCEL,
Delegate Vice President
ASSOCIATION ANCF-CEC
Gilbert HENNIQUE
FEDERATION NATIONALE DES SOCIETES COOPERATIVES
D’HLM (FNSC D’HLM - national federation of cooperative
low-income housing boards)
Daniel CHABOD
Association UCEL
Jean DUPUIS
CONSEIL NATIONAL DU CREDIT COOPERATIF
(CNCC - national cooperative credit council)
Michel VALLADE
MEMBERS OF EXECUTIVE BODIES
DELEGATE GENERAL MANAGERS
EXECUTIVE COMMITTEE
François DESPORTES
Jean-Claude DETILLEUX
Jean-Louis BANCEL
François DESPORTES
Alain TRUTIE de VAUCRESSON
Philippe JEWTOUKOFF
Philippe JEWTOUKOFF
Alain TRUTIE de VAUCRESSON
Bernard LABROUSSE
Patrick LOPEZ
Hugues SIBILLE
Pierre VALENTIN
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KEY FIGURES FOR
THE CREDIT COOPERATIF GROUP
AT 31 DECEMBER 2005
(EUROS MILLION)
RESULTS*
2005
Net banking income
General expenses
Gross operating profit
Cost of risk
Corporation tax
Appropriation to the general banking risk reserve
(of which FRS [supplementary reserve facility)
NET INCOME attributable to Group
2004
287.8
214.9
72.9
- 19.8
- 17.3
264.9
192.9
72.0
- 17.5
- 17.8
-2
- 3.8
34.2
30.8
SUMMARY BALANCE SHEET*
% CHANGE
8.6
11.4
1.3
13.1
-2.8
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(EUROS BN)
2005
2004
Interbank operations and securities portfolio(1)
Customer loans
Miscellaneous
Securities held as long-term investments
3.58
5.18
0.23
0.24
3.57
4.64
0.19
0.22
TOTA L
9.23
8.62
2005
2004
Interbank operations
Customer deposits
Bond issues
Miscellaneous
Equity capital
1.19
5.98
0.70
0.47
0.89
1.06
5.55
0.70
0.52
0.79
TOTA L
9.23
8.62
Outstanding loans to customers (1)
Customer deposits outstanding (bn)
5.14
5.93
4.60
5.52
UCITS under management (BN)
6.62
5.84
Operating ratio
74.67%
72.8%
Solvency ratio
of which Tier One
12.10%
11.77%
9.50%
8.69%
Return on net assets*
8.14%
8.46%
ASSETS
(1) Including stock exchanged on repo and reverse repo.
LIABILITIES
F I N A N C I A L I N D I C ATO R S
(1) Excluding
stock exchanged on repo and reverse repo.
*2004 : pro forma financial statements drawn up according to the 2005 consolidation scope which includes non-subsidiary credit associations
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KEY FIGURES
FOR THE BANQUE POPULAIRE GROUP
AT 31 DECEMBER 2005*
PROFILE
Banques Populaires social banks (1)
Mutual-Guarantee companies
Members
Customers
Staff(2)
Branches
Foreign business bases
(Natexis Banques Populaires and Coface)
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76
2,770,000
6,800,000
45,500
2,807
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RESULTS
Net banking income
Gross operating profit
Net income attributable to Group
(EUROS MILLION)
8,242
2,852
1,522
(EUROS BN)
Total equity
Tier one ratio
Loans outstanding
Ordinary deposit savings accounts
Planned (financial) savings
19.33
8.5 %
138.4
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RATINGS (LONG TERM SENIOR DEBT)
Banque Populaire group
Long term
Short term
Moody’s
Aa3
P-1
Standard et Poor’s
AAA1+
(1) 19 regional Banques Populaires, CASDEN Banque Populaire and the Crédit Coopératif
(2) Serving staff
* IFRS standards
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MANAGEMENT REPORT
BY THE BOARD OF DIRECTORS
OF THE CREDIT COOPERATIF
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In the wake of a good 2004, the 2005
financial year was an opportunity for the
Crédit Coopératif to implement its plans
and adopt a medium-term growth plan
for the period 2006-2008, while
renewing and strengthening its executive
management team.
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ECONOMIC AND FINANCIAL
ENVIRONMENT
After record growth of 5% in 2004, the global economy continued to
grow strongly, at a rate of 4.5%, in 2005. Two consecutive years of
such robust economic activity remaining the exception in recent
economic history.
However, while the two main motors of global growth were, as in
2004, US consumption and Chinese production, 2005 was characterised by an economic slow down in the United States and in Euro
land, with only Japan posting similar year-on-year growth.
Overall, the impact of rising raw materials prices on the developed
economies remained limited despite considerable increases in the price
of oil, a rate of 37% in 2005 and 34% in 2004.
The US economy grew by 3.6% in 2005 compared with 4.2% in 2004,
with the adverse effects of the hurricanes barely impacting the macroeconomy. Growth in both household consumption and business
investment was lower in 2005 in comparison with 2004.
The US Federal Bank increased its reference rate by 2 points from
2.25% to 4.25% during 2005, which partly explains the appreciation of
the dollar against all currencies, in particular the yen and the euro.
Economic growth in the euro zone was again disappointing at only
1.4% in 2005 compared with 1.8% in 2004. Consumer and business
surveys showed a fall in confidence throughout the year, with the
exception of the later months where survey results showed a significant increase, particularly in Germany.
In December, the European Central Bank increased its reference rate by
0.25%, from 2% to 2.25%, in order to maintain inflationary pressures
at their current level.
The French economy grew by 1.5% in 2005 as opposed to 2.1% in
2004. Household consumption is growing at a rate of 2% per year and
has been the driving force behind economic growth since 2003. Rising
oil prices and a slight increase in inflation have contributed towards
limiting increases in the buying power, but domestic consumption
remains buoyant thanks to an increase in debt levels, which at 63% of
disposable income, are at an all-time high. Notwithstanding these
results and a good month in December, businesses in the commercial
and industrial sectors experienced a mediocre year.
Due to a lack of visibility companies are continuing to exercise caution
in their investment decisions. Improvements in the business climate
are mainly attributable to a rise in foreign orders as a result of the fall
in the euro.
Growth in the construction sector remains healthy. In an environment
characterised by continued high pressure on production capacity in
the building industry, order books are at a historic high and new
housing developments have reached an exceptional level, mainly due
to very favourable credit terms. While sight deposits are increasing at
a faster rate than lending to the private sector (9.1% and 8.1% annual
growth rates respectively at the end of October), the rapid increase in
personal lending is mainly the result of an annual increase of more
than 13% in housing loans.
As the French export economy is very focused on the European Union,
little benefit was derived from the dynamic international economy.
With regard to public finance, the deficit is expected be close to 3% in
2005, mainly as a result of better than expected year-end fiscal
returns. The Pébereau Report on France’s public debt once again
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pointed out the need to reduce debt levels and the Government has set
an objective of bringing down back public expenditure to 51% of GDP
by 2010.
Thus, although the State is reducing loans allocated to the development of associations and promoting increased use of private
finance (donations, foundations, corporate sector), it has drawn up a
support plan for the association sector aimed at creating 45,000 new
jobs. Moreover it has announced a new budget allocation for associations in 2006.
Recording an increase of over 23% in 2005, the French CAC 40 stockmarket index is performing better than expected, with earnings per
share increasing by 21%. The 10-year OAT government-debt rate
moved from 3.68% to 3.30%, benefiting from the stability of the
European Central Bank’s rates over the first eleven months of the year,
the US long-term rates which have not passed on the rate increases
introduced by the US Federal Bank, and from a structural demand for
bonds.
The outlook for 2006 is promising, with growth in the euro zone
looking set to reach a level close to its potential, the US economy
continuing its gradual slow-down, Japan bolstering its economy by
putting an end to deflation and the Chinese economy remaining
buoyant. Oil prices look set to remain high without any major impact
on growth and inflation is expected to remain under control in both
the United States and the euro zone. The US Federal Bank is expected
to end its cycle of high rates, with its European counterpart increasing
rates by just 0.50 to 0.75%. Long term euro rates are expected to
increase by a few tens of euro cents and no dollar crisis appears to be
looming.
This consensual scenario is attractive, but we must remember that it is
unlikely to materialise as one or more external forces generally
prevents it from coming fully to achievement.
The real surprise ultimately would be if the euro zone economy finally
manages to grow, as anticipated, at a level close to its potential.
LEGAL HIGHLIGHTS
LEGAL STATUS
The Crédit Coopératif is a société coopérative anonyme de Banque
Populaire (social-banking cooperative in the form of a public limited
company), with variable capital, governed by articles L. 512-2 and
following of the French Monetary and Financial Code and all the
statutory provisions relating to banques populaires (social banks), by
Act No. 47-1775 of 10 September 1947 laying down the legal status of
cooperation, Livre [Book] II, Titres [Titles] I and IV of the French Code of
Commerce, Livre V, Titre I, Chapter 1 and Titre III of the Monetary and
Financial Code and their implementing regulations. The bank’s Articles
of Association were amended on 25 May 2005 in order to bring them
into line with the new IFRS international accountancy standards,
including IAS 32, and to introduce with respect to governance the
nomination of the Vice President, the creation of Articles of
Association for the Board of Directors and various review committees,
such as the Audit Committee, the Remuneration Committee and the
Risk Committee.
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The company is also subject to decisions of a general nature and
notably to that relating to the network guarantee system of Banques
Populaires (social banks), laid down by the Banque Fédérale des
Banques Populaires under the powers entrusted to it under Articles
L511-30, L511-31, L512-11 and L512-12 of the Monetary and Financial
Code. The company is affiliated with the Banque Fédérale des Banques
Populaires, its central body.
DISTRIBUTION OF CAPITAL
AND VOTING RIGHTS
The capital is variable and is divided into members’ shares of a nominal
amount of 15.25 euros each.
The maximum amount of registered capital up to which the actual
amount of the company’s capital may be increased, and the terms and
procedures for increasing it, are laid down, on the report of the Board
of Directors and after authorisation by the Banque Fédérale des
Banques Populaires, by the Extraordinary General Meeting of members.
The actual capital is increased by the entry of new members approved
on behalf of the company by the Board of Directors or by the
subscription of new members’ shares of the same or of differing
categories, by members with the approval of the Board of Directors.
The Board of Directors may set a ceiling on the number of members’
shares that may be held by a single member. This ceiling may differ
according to the member category. For members to whom a financial
facility has been extended by the company or one of its subsidiaries,
this maximum number may be determined in accordance with the
amount of the facility extended.
Within this context, the Board of Directors of the Crédit Coopératif
decided on 17 June 2005, in accordance with its discretionary power
(article 7 of Articles of Association), to set maximum subscription
levels as follows:
• 20,000 B shares for corporate entities if they are holders of A shares,
i.e. 305,000 euros
• 5,000 C shares for individuals, i.e. 76,250 euros.
The capital may also be increased by issuing cooperative non-voting
preference shares and non-voting preferred interest-bearing shares.
These two types of security may not represent, on aggregate, more
than half the capital.
Accordingly, the Crédit Coopératif’s capital is divided into three
categories of share. “A” shares which do not carry preferred interest,
are non-voting and do not confer any specific advantages, and “B”
shares, which can only be subscribed by holders of “A” shares, and give
their holders a special advantage in the payment of interest resolved
by the General Meeting of Members, even where no interest is paid on
“A” shares. “A” and “B” shares can only be subscribed by corporate
entities, sole traders or directors. Voting rights are held by holders of
“A” shares following the cooperative rule of “one man, one vote”.
Lastly, non-voting preferred-interest-bearing “C” shares, which can
only be subscribed by individuals.
At 31 December 2005, the Crédit Coopératif’s capital was
291,009,558.50 euros.
At 31 December 2005, no member held more than 5% of the
company’s capital.
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Pursuant to Article L.225-102 of the Commercial Code on companies,
it should be noted that the employees own 0.013% of the capital of
Crédit Coopératif through a Fonds Commun de Placement (French
mutual investment fund).
INTEREST ON MEMBERS’ SHARES / REBATE
For purposes of the Act of 12 July 1965, it is hereby stated that no
interest was paid on A shares in respect of the three previous financial
years. Interest paid to the holders of B shares in respect of 2002, 2003
and 2004 amounted to 1,498,600 euros, 2,225,600 euros and
2,953,100 euros respectively. Interest paid to the holders of C shares in
respect of those 3 financial years amounted to 1,027,900 euros in
2002, 1,409,500 euros in 2003 and 1,803,300 euros in 2004.
A cooperative rebate was paid to members in respect of the years 2002,
2003 and 2004 respectively, as follows: 450,000 euros, 455,000 euros
and 450,000 euros.
DOT. COOP
ADIE (association)
PERMANENT REPRESENTATIVE OF THE CREDIT COOPERATIF ON
THE BOARD OF DIRECTORS
BTP BANQUE
EXTERNAL SUPERVISOR ON THE BOARD OF DIRECTORS
BANQUE FEDERALE DES BANQUES POPULAIRES
MEMBER
CCACE (non-profit-making association)
QUALIFIED PERSON ON BOARD OF DIRECTORS
AGENCE NATIONALE DES SERVICES A LA PERSONNE
• Jean-Louis Bancel
DELEGATE VICE PRESIDENT
CREDIT COOPERATIF
DIRECTOR AND PRESIDENT OF THE FINANCE COMMISSION
MUTUELLE CENTRALE DES FINANCES (MCF)
LIST OF DIRECTORSHIPS
AND OTHER OFFICES HELD
BY THE COMPANY’S OFFICERS
DURING THE FINANCIAL YEAR
• Jean-Claude Detilleux
PRESIDENT AND CHIEF EXECUTIVE OFFICE
OF CREDIT COOPERATIF
PRESIDENT SUPERVISORY BOARD OF ESFIN GESTION
(French GIE consortium/joint venture)
PRESIDENT
CONSEIL DES ENTREPRISES ET GROUPEMENTS DE L’ECONOMIE
SOCIALE (non-profit-making association)
GROUPEMENT NATIONAL DE LA COOPERATION
- (non-profit-making association)
CEP-CMAF (non-profit-making association)
VICE PRESIDENT
SUPERVISORY BOARD OF THE INSTITUT REGIONAL DE
DEVELOPPEMENT NORD/PAS-DE-CALAIS
VICE PRESIDENT
CONSEIL SUPERIEUR DE LA COOPERATION
(non-profit-making association)
DIRECTOR
MUTUELLE ACCIDENTS CORPORELS
(SMAC – personal-injury mutual-insurance society)
ASSURANCE MUTUELLES DE FONCTIONNAIRES (AMF)
UNION NATIONALE DE LA REASSURANCE DE LA MUTUALITE
FRANCAISE (UNRMF – reinsurance union)
DIRECTOR AND GENERAL SECRETARY
MUTUELLE DES ASSURANCES DES TRAVAILLEURS MUTUALISTES
(MATMUT)
DIRECTOR AND TREASURER
GROUPE DES MUTUELLES ASSOCIEES (SGAM)
PRESIDENT OF THE BOARD OF DIRECTORS
MATMUT VIE
PERMANENT REPRESENTATIVE OF MATMUT ON THE
SUPERVISORY BOARD
OFIVALMO
• UNION NATIONALE DES ASSOCIATIONS DE PARENTS, DE
PERSONNES HANDICAPEES MENTALES ET DE LEURS AMIS
(UNAPEI - National Union of Associations of Parents, the Mentally
Handicapped and their Friends) - charitable status recognised by
Decree of 30 August 1963 - 15 Rue Coysevox 75018 PARIS
ESFIN
DIRECTOR AND MEMBER OF THE EXECUTIVE BOARD
ALLIANCE COOPERATIVE INTERNATIONALE (association)
DIRECTOR
NATEXIS ASSET MANAGEMENT
NATEXIS PRIVATE EQUITY
COOPAMAT (SAS)
INTER-COOP (SAS)
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Raymond GEDOR
PERMANENT REPRESENTATIVE OF UNAPEI ON THE BOARD OF
DIRECTORS OF THE CREDIT COOPERATIF AND VICE PRESIDENT
• FEDERATION DES ENSEIGNES DU COMMERCE ASSOCIE -FCA
(association)
77 rue de Lourmel 75015 PARIS
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Philippe ANTOINE
Martine CLEMENT
PERMANENT REPRESENTATIVE OF FCA ON THE BOARD OF
DIRECTORS OF THE CREDIT COOPERATIF AND VICE-PRESIDENT
SICOMI-COOP (public limited company)
PERMANENT REPRESENTATIVE OF CMGM ON THE BOARD
OF DIRECTORS
CREDIT COOPERATIF
PRESIDENT
FORMASUP
PRESIDENT
CMGM
CONSEIL DE GERANCE DE LA SCI DES ILES CHAUSEY
L’ORGELINE (ENGINEERING IN EUROPE)
TREASURER
CENTRE DE FORMATION DES ASSISTANTS TECHNIQUES DU COMERCE
(CEFAC)
PRESIDENT AND CHIEF EXECUTIVE
S.G.I.
• ASSOCIATION ANCF/CEC
44 avenue d’Iéna 75016 PARIS
• CONFEDERATION GENERALE DES SOCIETES COOPERATIVES
OUVRIERES DE PRODUCTION CGSCOP - (association)
37 rue Jean Leclaire 75017 PARIS
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Jean GAUTIER
Gilbert HENNIQUE
PERMANENT REPRESENTATIVE OF ANCF - CEC ON THE BOARD
OF DIRECTORS
CREDIT COOPERATIF
MANAGER
CABINET "HENNIQUE & FILS CONSULTANTS "
S.C.I. CANAUX
PRESIDENT
GROUPEMENT INTERPROFESSIONNEL PARITAIRE
POUR L'EMPLOI ET LE LOGEMENT
(Joint interprofessional group for housing and employment) - nonprofit-making association.
NORD CREATION (SAS)
GENERAL SECRETARY
CGSCOP
PERMANENT REPRESENTATIVE OF CGSCOP
ON THE BOARD OF DIRECTORS
CREDIT COOPERATIF
INTER-COOP, SAS
COOPAMAT, SAS
SICOMI-COOP (SA)
• CONSEIL NATIONAL DU CREDIT COOPERATIF - CNCC
33 rue des Trois Fontanot
92000 NANTERRE
DIRECTOR
CREDIT IMMOBILIER DE LILLE ET DES PAYS DU NORD SA D'HLM
RESALLIANCE SA
(HLM low-income housing body
in the form of a public-limited company)
RESALLIANCE FINANCES (SAS)
COGE FORM (association)
I.R.D. NORD-PAS-DE-CALAIS
CAPCIL
LOGICIL
CROISSANCE NORD PAS-DE-CALAIS (SAS)
Jean-Marie MIRAMON
PERMANENT REPRESENTATIVE OF CNCC ON THE BOARD OF
DIRECTORS
CREDIT COOPERATIF
PRESIDENT
MONTPELLIER JUNIOR OPERA
TREASURER
PRINTEMPS DES COMEDIENS
MEMBER OF BOARD OF DIRECTORS
RENOVATION (Association)
ALLIANSYS (SAS)
INOVAM (SAS)
HABITAT DE FLANDRE (SAS)
• CAISSE MUTUELLE DE GARANTIE DES INDUSTRIES
MECANIQUES ET TRANSFORMATRICES DES METAUX
(CMGM- mutual guarantee fund for mechanical-engineering and
metal processing industries)
Société Coopérative à Capital variable de Caution Mutuelle
39 41 rue Louis Blanc 92400 COURBEVOIE
• FEDERATION FRANCAISE DU BATIMENT - FFB
33 avenue Kléber 75116 PARIS
Christian GAY
PRESIDENT
SAS ETRELEC
PERMANENT REPRESENTATIVE OF THE FFB
ON THE BOARD OF DIRECTORS
CREDIT COOPERATIF
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• FEDERATION NATIONALE DES COOPERATIVES DE
CONSOMMATEURS - FNCC (Association)
TOUR MATTEI
207 rue de Bercy 75012 PARIS
René LIOUVILLE PERMANENT REPRESENTATIVE OF FNCC ON THE BOARD
OF DIRECTORS
CREDIT COOPERATIF
DELEGATE GENERAL MANAGER
INSTITUT DE DEVELOPPEMENT COOPERATIF
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SOCIETE GENERALE DES COOPERATIVES DE CONSOMMATION
CONSEIL DE GESTION FINANCE DES COOPERATIVES DE FRANCE
VICE PRESIDENT
COOP NORMANDIE PICARDIE
EXTERNAL SUPERVISOR
INSTITUT DE DEVELOPPEMENT DE L’ECONOMIE SOCIALE (IDES)
• FEDERATION NATIONALE DES SOCIETES COOPERATIVES D’HLM
(FNSC D’HLM –
national federation of cooperative low-income housing boards)
14 rue Lord Byron 75008 PARIS
Daniel CHABOD
PERMANENT REPRESENTATIVE OF FNSC D’HLM ON THE BOARD
OF DIRECTORS
CREDIT COOPERATIF
PRESIDENT AND CHIEF EXECUTIVE
SOCIETE COOPERATIVE DE PRODUCTION D’HLM " COIN DE TERRE ET
FOYER " (low-income housing development cooperative)
SOCIETE DE GARANTIE DE L’ACCESSION A LA PROPRIETE
DES ORGANISMES HLM (low-income-housing bodies’ homeownership guarantee company)
GENERAL MANAGER
SA D’HLM " LE FOYER MODERNE " (low-income housing company)
GIE GAMBETTA
• FEDERATION NATIONALE DE LA MUTUALITE FRANÇAISE
- FNMF
National federation of mutual-society groupings – charitable
status recognised by Decree of 23 May 1929
255 rue de Vaugirard 75015 PARIS
Daniel LENOIR
PERMANENT REPRESENTATIVE OF FNMF ON THE BOARD
OF DIRECTORS
CREDIT COOPERATIF
GENERAL MANAGER
GROUPE MUTUALITE FRANÇAISE
• FEDERATION NATIONALE DE LA MUTUALITE
INTERPROFESSIONNELLE - FNMI
3 rue Barthélemy 75015 PARIS
Maurice RONAT
PRESIDENT
COMPAGNIE IMMOBILIERE DES PAYS DE LOIRE (SAS)
PRESIDENT OF THE BOARD OF DIRECTORS
SOCIETE COOPERATIVE DES ALPES-MARITIMES
SOCIETE COOPERATIVE DE PRODUCTION D’HLM VITRY COOP
HABITATION (low-income housing development cooperative)
PRESIDENT OF THE SUPERVISORY BOARD
FONDS COMMUN DE PLACEMENT GAMBETTA
(French mutual investment fund)
DELEGATE GENERAL DIRECTOR
CREDIT IMMOBILIER DE L’ANJOU (SA)
(HLM low-income housing body in the form
of a public limited company)
PERMANENT REPRESENTATIVE OF FNMI ON THE BOARD
OF DIRECTORS
CREDIT COOPERATIF
DIRECTOR
SA D’HLM ATHENEE (low-income housing company)
PRESIDENT
FNMI
FEDERAL COUNCILLOR
FEDERATION NATIONALE DES SOCIETES COOP HLM
(national federation of cooperative low-income housing boards)
GROUPE EOVI
MUTUELLES PRESENCE
VICE-PRESIDENT
FNMF
GENERAL TREASURER
MUTUALITE DE LA LOIRE
DIRECTOR
MATMUT-VIE
MATMUT
ITINERAIRES
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GENERAL MANAGER AND PERMANENT REPRESENTATIVE
FOR REAL-ESTATE MANAGEMENT - Member
GIE GAMBETTA IMMOBILIER
MEMBER OF THE EXECUTIVE COMMITTEE
UNION SOCIALE POUR L’HABITAT (housing social union)
MANAGER
EURL GESTION PATRIMONIALE IMMOBILIERE
EXTERNAL SUPERVISOR
INSTITUT DE DEVELOPPEMENT DE L’ECONOMIE SOCIALE - IDES
• GARANTIE MUTUELLE DES FONCTIONNAIRES
(GMF – public employees’ mutual guarantee institution)
76 rue de Prony 75857 PARIS CEDEX 17
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Thierry DEREZ
PERMANENT REPRESENTATIVE OF GMF
ON THE BOARD OF DIRECTORS
CREDIT COOPERATIF
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PERMANENT REPRESENTATIVE OF CERES ON THE BOARD OF
LA SAUVEGARDE (SA)
PERMANENT REPRESENTATIVE OF GMF ASSURANCES ON THE
BOARDS OF
TELEASSURANCES (SA)
LA GARANTIE MUTUELLE DES FONCTIONNAIRES
(GMF – public employees’ mutual guarantee institution)
PERMANENT REPRESENTATIVE OF LA SAUVEGARDE ON THE
BOARD OF
PRESIDENT OF THE BOARD OF DIRECTORS
AZUR ASSURANCES i.a.r.d. (SA)
AZUR-GMF MUTUELLES D’ASSURANCES ASSOCIES (SA)
GMF ASSURANCES (SA)
MAAF ASSURANCES (SA)
VICE PRESIDENT
FILASSISTANCE INTERNATIONAL
DIRECTOR AND VICE PRESIDENT
ANS GMF (association)
GMF SOLIDARITE (association)
L’ALSACIENNE VIE (mutual association)
LA CERES (mutual association)
DELEGATE DIRECTOR AND VICE PRESIDENT
COVEA (group mutual guarantee institution)
DIRECTOR
L’ALSACIENNE VIE
AME REASSURANCE (SA)
OVERSEAS INCUMBANT
PRESIDENT OF THE BOARD OF DIRECTORS
AME LUX (SA)
PRESIDENT
AZURITALIA ASSICURAZIONI S.P.A.
ASSURANCES MUTUELLES D’EUROPE (SA)
DIRECTOR AND VICE PRESIDENT
AME LIFE LUX (SA)
AZURITALIA VITA (SA)
AZUR MULTIRRAMOS (SA)
AZUR VIDA (SA)
EURAZUR (SA)
DIRECTOR
ETHIAS VIE (association of mutual insurance companies)
LA CAPITALE
A.R.B.F. (SA)
• LIGUE DE L’ENSEIGNEMENT (teachers' league)
3 rue Récamier 75015 PARIS
GMF VIE (SA)
Jean-Marc ROIRANT
UNION DE GROUPE MUTUALISTE MUTARIS (mutual association)
PERMANENT REPRESENTATIVE OF THE LIGUE
DE L’ENSEIGNEMENT ON THE BOARD OF DIRECTORS
CREDIT COOPERATIF
ANS GMF VIE (association)
SAVOUR CLUB (SA)
PERMANENT MEMBER
AZUR GMF MUTUELLES D’ASSURANCES
ASSOCIEES AUX CONSEILS
GIMAR FINANCE
(SCA – general partnership with joint equity)
• UNION NATIONALE DES ASSOCIATIONS DE TOURISME
ET DE PLEIN AIR
(UNAT- national union of associations for tourism
and open-air activities)
8 rue César Franck 75015 PARIS
ASSISTANCE PROTECTION JURIDIQUE (SA)
Jean-Marc MIGNON
E-SANTE (SA)
PERMANENT REPRESENTATIVE OF UNAT ON THE BOARD
OF DIRECTORS
CREDIT COOPERATIF
PERMANENT REPRESENTATIVE OF ALSACIENNE VIE
ON THE BOARDS OF BOISSY FINANCES
PERMANENT REPRESENTATIVE OF ASSURANCES MUTUELLES
DE FRANCE ON THE BOARDS OF:
FIDELIA ASSISTANCE (SA)
GESPRE EUROPE (SA)
LA MUTUELLE DU MANS ASSURANCES IARD
MUTUELLE DU MANS ASSURANCES VIE
F
PERMANENT REPRESENTATIVE OF BOISSY FINANCES
ON THE BOARDS OF AZUR VIE (SA)
PRESIDENT OF THE BOARD OF DIRECTORS
AND CHIEF EXECUTIVE
ASSURANCES MUTUELLES DE FRANCE
MAAF ASSURANCES (Mutual insurance institution)
I
GENERAL DELEGATE
UNAT
PRESIDENT
UCEL (association)
VICE PRESIDENT
BUREAU INTERNATIONAL DE TOURISME SOCIAL
(BITS – International Bureau of Social Tourism)
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• UNION NATIONALE INTERFEDERALE DES OEUVRES ET
ORGANISMES PRIVES SANITAIRES ET SOCIAUX
(UNIOPSS- national interfederal union of private health and welfare
organizations)
charitable status recognised by Decree of 3 August 1972
133 rue Saint-Maur 75011 PARIS
DELEGATE GENERAL MANAGERS
Hubert ALLIER
PRESIDENT OF THE BOARD OF DIRECTORS
BTP BANQUE
PERMANENT REPRESENTATIVE OF UNIOPSS ON THE BOARD OF
DIRECTORS
CREDIT COOPERATIF
• François DESPORTES
DELEGATE GENERAL MANAGER
CREDIT COOPERATIF
SICOMI-COOP
COOPAMAT (SAS)
DIRECTOR
G.I.C.
INTER-COOP (SAS)
MEMBER OF SUPERVISORY BOARD
CHEQUE DOMICILE
DIRECTOR
BATIXIA (SA)
MANAGER
SEDIMS
PERMANENT REPRESENTATIVE OF
BTP BANQUE ON THE BOARD OF DIRECTORS
SICAV CHOIX SOLIDAIRE
MEMBER OF THE BOARD OF DIRECTORS
FONDATION DU CREDIT COOPERATIF
• UNION SOCIALE POUR L’HABITAT
(social housing union)
14 rue Lord Byron 75384 PARIS CEDEX 08
Claude TAFFIN
PERMANENT REPRESENTATIVE OF THE UNION SOCIALE
POUR L’HABITAT ON THE BOARD OF DIRECTORS
CREDIT COOPERATIF
DIRECTOR OF ECONOMIC AND FINANCIAL STUDIES
UNION SOCIALE POUR L’HABITAT
• DIRECTORS ELECTED BY EMPLOYEES SITTING ON THE BOARD
OF DIRECTORS CREDIT COOPERATIF
• Charles DELANNOY
DELEGATION GENERALE DE PARIS
4 rue Auber
75009 PARIS
• Françoise GIRMA-ROMEYER
TOULOUSE BRANCH
6 rue Raymond IV
31000 TOULOUSE
• Bernard LEURIDANT
MARSEILLE GENERAL DELEGATION
2 bis rue Fargès BP 107
13267 MARSEILLE Cedex 08
• Colette PINEL
CARCASSONNE BRANCH
8 place Davilla - BP 22
11020 CARCASSONNE
BATINOREST (SA)
SICAV MULTIMEDIA & TECHNOLOGIES
SICAV ECOFI MONETERME
PERMANENT REPRESENTATIVE OF COOPAMAT
ON THE BOARD OF DIRECTORS
INSTITUT DE DEVELOPPEMENT REGIONAL NORD PAS-DE-CALAIS
(SA – Regional Development Body)
PERMANENT REPRESENTATIVE OF INTER-COOP
ON THE BOARD OF DIRECTORS
BTP CAPITAL INVESTISSEMENT
PERMANENT REPRESENTATIVE OF SICOMI-COOP
ON THE BOARD OF DIRECTORS
ECOFI INVESTISSEMENTS
PERMANENT REPRESENTATIVE OF CREDIT COOPERATIF
ON THE BOARD OF DIRECTORS
ESFIN
MEMBER OF THE SUPERVISORY BOARD
ESFIN GESTION (GIE)
• Alain TRUTIE DE VAUCRESSON
DELEGATE GENERAL MANAGER
CREDIT COOPERATIF
DIRECTOR
UNION CENTRALE DU CREDIT COOPERATIF
• Philippe JEWTOUKOFF
DELEGATE GENERAL MANAGER
CREDIT COOPERATIF
PERMANENT REPRESENTATIVE OF CREDIT COOPERATIF
ON THE BOARD OF DIRECTORS
SICOMI-COOP (SA)
COOPAMAT (SAS)
INTER-COOP (SAS)
PERMANENT REPRESENTATIVE OF INTER-COOP SAS
ON THE BOARD OF DIRECTORS
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C
BTP BANQUE (SA)
DIRECTOR
BP DEVELOPPEMENT
BMF (subsidiary of CASDEN)
APPOINTMENTS
The Board hereby informs the General Meeting of the following
modifications to the composition of the Board of Directors:
• the appointment of Mr. Jean Gabain on 15 January 2006 as
permanent representative of the Union Nationale des Associations
de Parents, de Personnes Handicapées Mentales et leurs Amis
(UNAPEI) to replace Mr. M. Raymond Gedor who has resigned for
reasons of health
• the appointment of Mr. Daniel Lenoir on the 19 October 2005 as
permanent representative of the Fédération Nationale de la
Mutualité Française (FNMF).
• the appointment of Ms. Nadia Dehors on the 18 January 2006 as
permanent representative of Fédération Nationale des Coopératives
de Consommateurs (FNCC), replacing René Liouville , now deceased.
The Board of Directors paid tribute to René Liouville who was
respected by all for both his professionalism and commitment to the
cooperative sector as well as his human qualities.
• the replacement of Mr. Alain Latremouille by Mr. Bernard Leuridant
as Director elected by the employees.
HUMAN RESOURCES
RENEWAL AND STRENGTHENING
OF THE MANAGEMENT TEAM
• Several members of General Management took retirement in 2005.
We would especially like to pay tribute to Mr Pierre Lajugie de la
Renaudie who, for thirty years, showed the highest standards of
personal and professional commitment to Crédit Coopératif and led
the Bank’s General Management.
• Mr Claude Cauvin, General Manager of Technology and Banking
Services, has also retired after thirty years of dedicated service to the
Crédit Coopératif, subsequent to his loyal deputy, Mr. Claude Gury.
The latter has been replaced by Mr. Jean-Paul Binart.
• At the 15 September meeting, the Board of Directors of the Crédit
Coopératif approved the new organisation structure of the Group,
the objectives of which are as follows:
- to strengthen the governance of the Group with respect to its
cooperative nature
- to ensure we possess the means for sustained growth, including
within the Banque Populaire group,
- to bring new members into General Management to take account of
the departure of senior managers
- to define the respective roles of the President and General
Management taking into consideration the most recent legal
provisions
- to take account of the regulatory constraints with respect to the
division of operational and supervisory functions and also that of
audit and ongoing monitoring.
* Economic and social unit of Crédit Coopératif, BTP Banque and Ecofi Investissements.
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Our aim is to adapt the organisation to meet the challenges of the
years to come. The successful implementation of our projects will
require more sustained growth, process-driven quality, increased
productivity, greater consistency, effectiveness and the ability to think
and act laterally. Following the creation of the post of Delegate Vice
President, filled by Mr. Jean Louis Bancel at the beginning of 2005, and
the recruitment of Mr Pierre Valentin as C.F.O. (Finance Director) in 2004, the
following have been recruited:
- Mr Philippe JEWTOUKOFF as Delegate General Manager in
conjunction with the retirement of Mr. Pierre Lajugie, who has played
a prominent role in the group’s development.
- Mr. Hugues Sibille, Delegate Director, Deputy Chairman, with responsibility for Group activity with respect to the social economy and
local authorities.
• With respect to the mode of governance, the decision was taken by
the Board of Directors at its meeting of 8 December 2005, to extend
its decision of 30 January 2003 with respect to the cumulation of the
functions of the President of the Board of Directors and of Chief
Executive, entrusted to Mr. Jean-Claude Detilleux. This decision took
effect on 30 January 2006.
EMPLOYEES:
INDIVIDUAL AND COLLECTIVE DYNAMISM
Human resource management is based on a proactive recruitment
policy, appreciation of skills and the timely transfer of knowledge to
the next generation of employees.
Registered numbers employed in the Economic and Social Unit of
Crédit Coopératif* increased from 1,600 at the end of 2004 to 1,660 at
the end of 2005, representing an increase of 4%. In the headquarters
and branch units there have been 215 new employees of which 122 are
indeterminate term contracts. The principal motives for the use of
fixed-term contracts are maternity leave, parental leave and sickness
leave.
Given the need to replace previous generations, update roles and
organisations, investment in training exceeds 5% of the total payroll.
The aim is to ensure that the essential skills are in place to meet
members’ expectations and the group’s development needs, taking
care to disseminate its cooperative culture and expertise, in particular
in the Social Economy. Strengthening of the managerial culture and
knowledge of the group among employees is a strategic and priority
policy aim. Actions have been taken which will help to ensure the
gradual and seamless replacement of generations in keeping with the
values of the Crédit Coopératif.
Annual performance reviews provide staff with the opportunity to
express their needs for change and development. Nearly 80 employees
have received promotions.
Recognition of employee performance and commitment is reflected in
bonus awards and flexible pay for 43% of staff and in individual rises
(excluding collective rises) for over 30% of employees. Employees
benefit from a company savings plan, supplemented by the organisation, within which a joint option has been introduced, the Sicav
Choix Solidaire.
A key development within the year was the introduction of a mediumterm plan called “Cap 2008-Grandir Ensemble”(Cap 2008- Growing
Together) which was developed as the result of widespread consultation.
Labour relations discussions have led to the renewal of representative
21
employee institutions on a national scale with a high level of employee
participation.
In 2005 Crédit Coopératif gave a firm commitment to the recruitment
and induction of workers with physical disabilities. This has been
achieved mainly by taking part in events and meetings for employers,
but also by maintaining its policy of hiring temporary staff, many of
whom are sourced from sheltered workshops, the running costs of
which the Group supports by subsidising a third of its administration
costs (paper).
The joint commitment of the Works Council and the Fondation Crédit
Coopératif , a partner of Planète Urgence association (French NGO),
has given several employees leave to take part in community projects.
Broken down by category of resources, the following changes can be
observed:
Sight deposits: ..................................................................................... + 7.8 %
s
s Savings:...................................................................................................+ 19.8 %
aggregate of term deposit accounts, short-term
s The
loan notes and negotiable debt securities: ............................ + 12.1 %
Total funds collected, in the form of bank deposits and UCITS, averaged
over the year, amounted to close upon 6.5 billion euros, 10.7% up on
2004.
LOANS
THE CRÉDIT COOPÉRATIF
WITHIN THE BANQUE
POPULAIRE GROUP
In accordance with the Agreement Protocol of 18 November 2002
formalising the incorporation of the Crédit Coopératif within the
Banque Populaire group. Our cooperative bank has fully participated in
all activities within the group.
• Shareholding in the Banque Fédérale
During the course of the year, this has taken the form of the
subscription of two capital increases in the Banque Fédérale. These
increases were result of a commitment to strengthen the capacities of
this institution.
• 1st round: subscription of 24,375 shares (2,003,625 euros) on the date
of the meeting of the Board of Directors of 17 June 2005
• 2nd round: subscription of 24,377 shares (2,003,789.40 euros) on
7 September 2005
On completion of these operations, the Crédit Coopératif held 2% of
the capital of the Banque Fédérale.
• External Supervisor
The cooptation of Mr. Jean-Claude Detilleux, President and Chief
Executive of the Crédit Coopératif as external supervisor to the Board
of Directors of the Banque Fédérale on 18 December 2002 for a period
of three years was ratified by the Ordinary General Meeting of the
Banque Fédérale in 2003.
• Group strategic plan
During the financial year under review, for the first time in its history
the Banque Populaire group implemented a strategic plan to cover the
financial years 2006 to 2008.
The Crédit Coopératif has been involved in this project and was able to
draw on its own work in preparing a medium term development plan
to make a useful contribution to the Group plan.
ACTIVITY
BANK RESOURCES
(excluding related liabilities)
Bank resources collected from customers amounted to 5.1 billion euros
at 31 December 2005, a rise of 5%. Averaged over the year, banking
resources collected from non-financial customers, amounting to 3.6
billion euros, increased by 11.4%.
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(excluding related receivables)
The outstanding balance of loans to customers amounted to 3.4 billion
euros at 31 December 2005, having increased 13.8 %.
Averaged over the year (3 billion euros), the increase came to 9.3%.
Employments of funds, broken down by category, moved as follows:
Overdrafts, trade debt portfolio and liquidity credit:............+ 5.3 %
Medium- and long-term investment loans: ..........................+ 10.2 %.
Overdrafts, trade debt portfolio and liquidity credit: + 5.3%
Medium- and long-term investment loans: + 10.2%.
New investment loan production amounted to 827 million euros
compared with 644 million euros in 2004.
Off-balance-sheet commitments on behalf of customers (opening of
confirmed credit facilities, deposits and guarantees) reached 1.6 billion
euros at 31 December 2005 compared with 1.3 billion euros at
31 December 2004.
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INVESTMENTS IN SUBSIDIARIES
The Crédit Coopératif portfolio of investments in subsidiaries rose in
one year from 232.1 to 249 million euros.
The main investment operations were as follows:
• The shareholding in Batinorest has been raised to 94.9 %(1) following
the disposal of IRD shares (17.74 %) and the shareholding in Conseil
Régional Nord Pas de Calais (2.86 %).
• The shareholding in BISE has been raised to 19.9 million euros, 49%(2)
(from the previous 37.9%).
• Two increases amounting to a total of 4 million euros in our shareholding in the Banque Fédérale des Banques Populaires, a shareholding that now represents 69.4 million euros and 2% of the capital.
• An increase of 4.5 million euros of our shareholding in Banque
Populaire de Développement, bringing it to 14.9 million euros and
5.3% of capital.
• The Crédit Coopératif has contributed a sum amounting to
51,000 euros (22.7%) to the initial capital of SOFINEI, a development
capital company currently being set up to assist workforce
reintegration companies.
At 31 December 2005, the bank’s main shareholdings were as follows:
- Esfin: 15.2 million euros (37.6 % of the capital)
- IRD Nord-Pas-de-Calais: 5.7 million euros (28.9 % of the capital)
- Sefea: 2.1 million euros (70.9 % of the capital – variable-capital
company)
- Ides: 1.8 million euros (5.2 % of the capital)
(1) Subject to approval by CECEI, file pending
(2) In the capacity of the Crédit Coopératif group (46.6% Crédit Coopératif, +2.25% Esfin).
C
- Rhône Dauphiné Développement: 1.7 million euros (1.3 million euros
in 2004) (19.1 % of the capital compared with 17.9 % in 2004).
To the foregoing should be added:
-AMOS & CIE (63.2 %)
-FRANCE ACTIVE GARANTIE (20%)
EQUITY CAPITAL
AND CAPITAL ASSETS
Equity capital, including the net income for the financial year carried
forward to reserves, amounted to 462 million euros at 31 December
2005 compared with 388 million euros at 31 December 2004.
Share capital increased from 232.8 million euros at the end of
December 2004, to 291 million euros at 31 December 2005.
The share capital breaks down into 49.7 million euros of A shares,
154.2 million euros of B shares and 87.1 million euros of C shares.
The value of the portfolio of investments in subsidiaries is 247.8
million euros.
Net capital assets amounted to 22.2 million euros compared with 23
million euros at 31 December 2004.
CRC regulation 2002-10 concerning the writing downs and depreciation of assets and CRC regulation 2004-06 concerning the definition,
recording and valuation of assets came into force on 1 January 2005.
The application of the new rules at the start of the financial year was
reflected by a decrease in equity capital amounting to 688 thousand
euros.
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GENERAL EXPENSES
General expenses including depreciation amounted to 136.2 million
euros, an increase of 13.4 million euros in comparison with 2004
(+10.9%) accounted for by staff expenses (6.9 million euros) and other
management expenses (6.5 million euros).
Regarding staff expenses the following was noted:
- an increase in the number of Full Time Equivalents among branch
commercial staff
- strengthened head office teams in the following areas: risk, audit,
finance and governance
- the regulation of contributions to retirement benefits and provision
under the new variable remuneration system
(see table of intermediate management totals)
Regarding other management costs:
- the contribution paid to the Banque Fédérale des Banques Populaires
is increasing on the basis of the relative weight of the Crédit
Coopératif within the Banques Populaires group,
- IT costs are rising as the result of the Crédit Coopératif’s increased
share in the distribution of these costs within the GIE,
- the other increases originate from property charges and non
repeated operations.
With effect from 1 January 2005, the Crédit Coopératif implemented
the accounting assessement rules recommended by 2003-RO1 of the
Conseil National de la Comptabilité (French national accounting
council) with respect to staff commitments: the effect of the application of retirement benefits has resulted in the deduction of
270 million euros from opening equity capital. The application of these
accounting assessment rules, with the exception of the “corridor”
method, to provisions for long term service awards, combined with a
correction in career start dates, resulted in an increase in opening
equity capital of 341 thousand euros.
This change in period hasnot affected the result for retirement
benefits, but iseflected in a provision of 46 thousand euros for long
term service awards.
NET BANKING INCOME
GROSS OPERATING PROFIT
Net banking income amounted to 179.9 million euros. Its rise of
16.3 million euros is identical to that reported in 2004 (16.1million
increase). Its composition is however different: the part linked to
dividends and commissions has fallen while the influence of interest
margin is greater.
Growth was broken down into net interest income (increased by
7.9 million euros), income from variable-income securities
(+3.6 million euros), net commission (+2.1 million euros) and net
income from trading and short-term investment portfolios
(+2.5 million euros) and other net operating revenue (+0.2 million
euros)
The increase in outstanding debt has produced the same net banking
income differential as in 2004. In 2004, the improvement was partly
absorbed by a fall in margins. In 2005, the maintenance of margin
rates allowed the Crédit Coopératif to fully benefit from the development of its business, with loans making a particularly significant
contribution.
The increase in commission balances applies in all areas (management
of payment instruments, net commission on banking operations,
financial commission).
Gross operating profit is 43.7 million euros, compared with 40.8 million
euros in 2004.
RESULTS
I
COST OF RISK
The cost of risk is stable remains stable at 10.8 million euros compared
with 10.3 million euros in 2004. The 2005 total includes a 0.5 million
euros provision for SME sectoral risks (provision not allocated in 2004).
In application of Article 13 of CRC regulation 2002-03, which came
into effect on 1 January 2005, levels of provision were determined
taking account of the cashable dates of the sums to be recovered,
which were updated. The resulting adjustment of the provision at the
start of the financial year, i.e. 1.6 million euros, was visible in the
reduction in the amount carried forward.
The change to the period was reflected in provision for the cost of risk
of 0.5 million euros.
NET INCOME/LOSS ON CAPITAL ASSETS
Gains on financial investments consisted mainly of the reversal of the
provision for depreciation previously set aside for the investment in
BISE, i.e. 2,994,000 euros
23
NET PROFIT
Contributions to the Fonds Régional de Solidarité du réseau des
Banques Populaires (social banks’ mutual-help fund), increased to
2.3 million euros at 31 December 2005.
Corporation tax came to 8 million euros, compared with 7.2 million
euros in 2004.
Net income after tax was 25,070 thousand euros compared with
21,350 thousand euros in 2004.
PROPOSED APPROPRIATION OF EARNINGS
For the 2005 financial year, the Board noted that the result for the year
was net income of 25,068,902 euros. It proposes to the General
Meeting of Members that, in accordance with the Articles of
Association, the net income and the retained earnings of
2,127,107 euros, making a total distributable profit of
27,196,009 euros, be appropriated as follows:
• to the legal reserve,15 %
of net income (25,068,902 euros) ..............................................3,760,335 €
• to the reserve prescribed by the articles................................10,000,000 €
• to the special investment reserve ..................................................189,349 €
• to carry forward as retained earnings ......................................6,420,086 €
• to remunerate C shares at the rate of 3%
pro rata temporis .............................................................................. 2,319,366 €
• to remunerate B shares at the rate of 3%
pro rata temporis.............................................................................. 4,056,873 €
• to pay a cooperative rebate of ......................................................450,000 €
to members to be distributed in proportion to the value of transactions made by each member with the company.
The Board of Directors proposes to the General Meeting of Members
that it adopt the resolutions set out later in this document, which
accurately reflect the company’s results.
24
OUTLOOKS FOR 2006
In 2005, the Crédit Coopératif confirmed the satisfactory results
recorded in the 2004 financial year. Total funds collected experienced
double digit growth. Outstanding loans increased, boosted by growth
in investment credit payments which rose by 28% in comparison with
2004. Despite a rather unfavourable economic climate, financial
performance was highly satisfactory, as attested by growth in net
banking income of just under 10%. Seeking to secure the resources
required for its stated objectives, at a time when increased activity to
replace aging generations as a result of the “oldie boom” and the need
to improve levels of expertise in certain areas are increasing expenditure, the Crédit Coopératif recorded an increase in general expenses,
close to that in its net banking income. However, in general there was
a clear improvement in financial indicators: net profit, equity capital
and solvency ratio.
The need to pursue growth is one of the aims for the new year, the
objectives for which are set out in the “CAP 2008” Medium-Term Plan.
The implementation of our development plan to improve customer
service has involved a large number of our employees. They share the
values of the Crédit Coopératif and have therefore made an effective
contribution to defining the directions approved by the meeting of the
Board of Directors in June 2005.
The Crédit Coopératif has demonstrated to its customers its ability to
innovate by its diversification of its product and service offering. It will
continue along this path, calling on the support of its partners as it has
done so for a long time, and increasing its involvement in the growth
of Banque Populaire group in which it is a driving force, in particular
in the areas of personal banking and social micro finance.
Teamwork, the involvement of our members in all Crédit Coopératif
management bodies and the new structure of the group’s governance
create favourable conditions for harmonious growth for the benefit of
our customers and members.
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INTERMEDIATE OPERATING TOTALS
C
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F
(EUROS 000)
FINANCIAL YEAR
2005
FINANCIAL YEAR
2004
Net interest income
Income from equities and other variable-income securities
Net commission
Net income from trading and short-term investment portfolios
Other net operating income/loss
120,769
12,518
36,346
10,149
105
112,872
8,877
34,255
7,675
68
G R O S S O P E R AT I N G P R O F I T
179,887
163,610
General operating expenses and depreciation
Staff expenses
Other administrative expenses
Depreciation
136,194
84,107
51,264
823
122,801
77,197
44,723
881
NET BANKING INCOME
43,693
40,808
Cost of risk
10,822
10,285
N E T O P E R AT I N G I N C O M E
32,871
30,524
2,954
1,801
N E T O P E R AT I N G I N C O M E B E F O R E TA X
35,824
32,325
Net extraordinary income/loss
Corporation tax
Appropriation to/Reversal from General Banking Risk Reserve and Regulated Reserves
-7,996
-2,759
-467
-7,173
3,335
NET INCOME
25,069
21,351
Net income/loss on capital assets
I
25
FINANCIAL RESULTS OF THE COMPANY
FOR THE LAST FIVE FINANCIAL YEARS
CAPITAL
SHARE CAPITAL
NUMBER OF SHARES IN ISSUE
(EUROS)
2005(1)
2001
2002
2003
2004
124,827,594
8,185,416
141,668,825
9,289,759
190,368,846
12,483,203
232,779,630
15,264,238
291,009,559
19,082,594
317,958,171
15,798,491
4,385,153
543,420
6,141,251
2,491,824
300,096,581
30,716,361
4 515,669
718,473
17 217,313
2,976,498
376,804,797
19,538,977
15,931,876
2,738,739
25,736,605
4,090,097
390,079,804
22,606,131
7,201,872
1,289,480
21,350,741
5,206,324
437,800,863
34,939,799
8,029,503
1,468,639
25,068,902
6,826,238
1.39
0.75
3.5%
2.82
1.85
3.0%
0.29
2.06
3.0%
1.01
1.40
3.0%
1.41
1.31
3.0%
871
32,411,164
903
33,198,099
1,408
54,220,351
1,412
56,216,818
1,439
58,623,086
16,394,866
16,550,027
27,627,194
29,274,804
32,581,419
OPERATIONS AND RESULTS
FOR THE FINANCIAL YEAR
GROSS REVENUE NET OF VAT
NET INCOME BEFORE TAX, DEPRECIATION AND PROVISIONS
CORPORATION TAX
EMPLOYEE PROFIT SHARING FOR THE FINANCIAL YEAR
NET INCOME AFTER TAX, DEPRECIATION AND PROVISIONS
DISTRIBUTED NET INCOME
RESULTS PER SHARE
NET INCOME AFTER TAX,
BUT BEFORE DEPRECIATION AND PROVISIONS
NET INCOME AFTER TAX, DEPRECIATION AND PROVISIONS
DIVIDEND PER SHARE(2)
STAFF
AVERAGE NUMBERS OF STAFF EMPLOYED
DURING THE FINANCIAL YEAR
WAGES BILL
AMOUNTS PAID UNDER COMPANY BENEFIT SCHEMES
(COMPANY SOCIAL BODY AND BENEFIT SCHEMES)
(1) Subject to approval by the Members’ Ordinary General Meeting
(2) Rate of interest on B and C members' shares.
26
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FINANCIAL STATEMENTS
OF THE CREDIT COOPERATIF
BALANCE SHEET –OFF-BALANCE SHEET
INCOME STATEMENT
NOTES TO THE ACCOUNTS
STATUTORY AUDITORS' GENERAL REPORT
STATUTORY AUDITORS' SPECIAL REPORT
27
BALANCE SHEET AT 31 DECEMBER 2005
(EUROS 000)
FINANCIAL YEAR
2005
FINANCIAL YEAR
2004
72,601
518,663
1,548,969
565,655
983,316
3,498,757
281,356
2,936,349
281,052
107,340
448,692
1,908,247
671,299
1,236,950
3,057,660
224,321
2,581,640
251,699
1,753,727
277,125
72,640
175,158
1,477,185
259,512
71,409
156,110
1,397
20,824
1,807
21,205
46,391
118,019
22,470
103,457
8,104,272
7,635,097
C O M M I T M E N T S BY T H E C O M PA N Y
FINANCING COMMITMENTS
COMMITMENTS IN FAVOUR OF CREDIT INSTITUTIONS
COMMITMENTS IN FAVOUR OF CUSTOMERS
128,688
438,344
130,540
318,902
GUARANTEE COMMITMENTS
COMMITMENTS ON BEHALF OF CREDIT INSTITUTIONS
COMMITMENTS ON BEHALF OF CUSTOMERS
1,657
1,160,317
1,613
1,017,477
64,070
19,500
ASSETS
CASH, CENTRAL BANKS, CCP POSTAL-GIRO ACCOUNTS
GOVERNMENT STOCK AND SIMILAR SECURITIES
RECEIVABLES FROM CREDIT INSTITUTIONS
- SIGHT
- TERM
RECEIVABLES FROM CUSTOMERS
- TRADE CREDIT
- OTHER LOANS TO CUSTOMERS
- OVERDRAFTS ON CURRENT ACCOUNTS
- FACTORING
BONDS AND OTHER FIXED-INCOME SECURITIES
EQUITIES AND OTHER VARIABLE-INCOME SECURITIES
INVESTMENTS IN SUBSIDIARIES AND OTHER SECURITIES HELD LONG-TERM
SHARES IN AFFILIATE UNDERTAKINGS
ASSETS ON FINANCE LEASE AND ON PURCHASE-OPTION RENTAL
ASSETS ON OUTRIGHT RENTAL
INTANGIBLE ASSETS
TANGIBLE FIXED ASSETS
SUBSCRIBED, UNPAID SHARE CAPITAL
COMPANY’S HOLDING OF ITS OWN SHARES
OTHER ASSETS
ACCRUAL ACCOUNTS
TOTAL ASSETS
OFF-BALANCE-SHEET STATEMENT
COMMITMENTS RELATING TO SECURITIES
SECURITIES ACQUIRED ON REVERSE REPO
OTHER COMMITMENTS BY THE COMPANY
28
C
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F
(EUROS 000)
FINANCIAL YEAR
2005
FINANCIAL YEAR
2004
1,063,613
265,133
798,480
3,604,043
1,275,192
285,468
989,724
2,900,785
625,863
121,795
531,484
114,288
2,072,402
783,983
2,537,183
20,551
1,921,758
333,255
2,607,484
15,970
2,012,671
503,961
2,061,937
529,578
72,168
118,907
7,392
216,602
15,620
468,746
291,010
66,106
82,684
79,465
144,080
7,045
214,717
13,316
393,012
232,780
66,106
69,802
1,750
2,127
1,295
1,680
LIABILITIES
CENTRAL BANKS, CCP POSTAL-GIRO ACCOUNTS
PAYABLES TO CREDIT INSTITUTIONS
- SIGHT
- TERM
CUSTOMERS’ CREDIT BALANCES
REGULATED SAVINGS ACCOUNTS
- SIGHT
- TERM
OTHER DEBT
- SIGHT
- TERM
LIABILITIES IN THE FORM OF SECURITIES ISSUED
- SHORT-TERM LOAN NOTES
- INTERBANK SECURITIES AND NEGOTIABLE
DEBT SECURITIES
- BONDS ISSUED
- OTHER LIABILITIES IN THE FORM OF SECURITIES ISSUED
OTHER LIABILITIES
ACCRUAL ACCOUNTS
PROVISIONS FOR CONTINGENCIES AND LOSSES
SUBORDINATED DEBT
GENERAL BANKING RISK RESERVE
EQUITY CAPITAL EXCLUDING GENERAL BANKING RISK RESERVE
- CAPITAL SUBSCRIBED
- SHARE PREMIUM ACCOUNT
- RESERVES
- REVALUATION RESERVE
- REGULATED PROVISIONS AND INVESTMENT GRANTS
- BALANCE OF RETAINED EARNINGS (+/-)
- RESULT PENDING APPROVAL
- NET INCOME/LOSS FOR THE YEAR (+/-)
TOTAL LIABILITIES
-
-
25,069
21,351
8,104,272
7,635,097
448,873
350,033
1,306
24,500
OFF-BALANCE-SHEET STATEMENT
COMMITMENTS RECEIVED
FINANCING COMMITMENTS
COMMITMENTS RECEIVED FROM CREDIT INSTITUTIONS
GUARANTEE COMMITMENTS
COMMITMENTS RECEIVED FROM CREDIT INSTITUTIONS
COMMITMENTS RELATING TO SECURITIES
SECURITIES SOLD ON REPO
OTHER COMMITMENTS RECEIVED
29
PUBLISHED INCOME STATEMENT
PERIOD FROM 1 JANUARY TO 31 DECEMBER 2005
(EUROS 000)
FINANCIAL YEAR
31/12/2005
FINANCIAL YEAR
31/12/2004
INCOME AND EXPENSES FROM BANKING OPERATIONS
INTEREST RECEIVED AND SIMILAR INCOME
INTEREST AND SIMILAR INCOME ON OPERATIONS
WITH CREDIT INSTITUTIONS
INTEREST AND SIMILAR INCOME ON OPERATIONS WITH CUSTOMERS
INTEREST AND SIMILAR INCOME ON BONDS :
+
+
165,181
132,657
105
AND OTHER FIXED-INCOME SECURITIES OTHER INTEREST RECEIVED AND SIMILAR INCOME
INTEREST PAID AND SIMILAR EXPENSES
INTEREST PAID AND SIMILAR EXPENSES ON OPERATIONS
WITH CREDIT INSTITUTIONS
INTEREST PAID AND SIMILAR EXPENSES ON OPERATIONS
WITH CUSTOMERS
INTEREST PAID AND SIMILAR EXPENSES ON BONDS
AND OTHER FIXED-INCOME SECURITIES
OTHER INTEREST PAID AND SIMILAR EXPENSES
347,652
49,709
-
226,883
33,006
306,229
59,385
156,916
89,910
19
-
193,357
38,084
36,258
26,209
146,541
119,204
11,077
9,859
INCOME FROM FINANCE-LEASING OPERATIONS AND PURCHASE-OPTION RENTAL OPERATIONS
EXPENSES ON FINANCE-LEASING OPERATIONS AND PURCHASE-OPTION RENTAL OPERATIONS
INCOME FROM OUTRIGHT RENTAL OPERATIONS
EXPENSES ON OUTRIGHT RENTAL OPERATIONS
30
INCOME FROM VARIABLE-INCOME SECURITIES
+
12,518
+
8,877
COMMISSION INCOME
+
55,074
+
53,133
COMMISSION EXPENSES
-
18,729
-
18,879
TRADING-PORTFOLIO GAINS OR LOSSES
NET GAIN/LOSS ON OPERATIONS IN TRADED SECURITIES
NET GAIN/LOSS ON FOREIGN-EXCHANGE OPERATIONS
NET GAIN/LOSS ON TRANSACTIONS IN DERIVATIVE FINANCIAL INSTRUMENTS
2,705
816
659
1,230
1,376
82
124
1,169
GAINS OR LOSSES ON PORTFOLIO-INVESTMENT AND SIMILAR TRANSACTIONS
7,444
6,299
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COMPTE DE RÉSULTAT PUBLIABLE
PÉRIODE DU 1 ER JANVIER AU 31 DÉCEMBRE 2002
(EUROS 000)
FINANCIAL YEAR
31/12/2005
OTHER INCOME FROM BANKING OPERATIONS
+
IINCOME FROM REAL-ESTATE DEVELOPMENTS
OTHER INCOME
OTHER BANK OPERATING EXPENSES
EXPENSES ON REAL-ESTATE DEVELOPMENTS
OTHER EXPENSES
303
FINANCIAL YEAR
31/12/2004
+
98
1
-
NET BANKING INCOME
303
97
199
166
199
166
179,887
163,610
GENERAL OPERATING EXPENSES
STAFF EXPENSES
OTHER ADMINISTRATIVE EXPENSES
-
135,372
84,107
51,264
-
121,921
77,197
44,723
DEPRECIATION, AMORTISATION AND PROVISIONS
ON INTANGIBLE AND TANGIBLE FIXED ASSETS
-
823
-
881
-
43,693
10,822
-
40,808
10,285
GROSS OPERATING PROFIT
COST OF RISK
NET OPERATING INCOME
GAINS OR LOSSES ON INVESTMENTS IN CAPITAL ASSETS
GAINS OR LOSSES ON INTANGIBLE AND TANGIBLE FIXED ASSETS
GAINS OR LOSSES ON LONG-TERM FINANCIAL ASSETS
PROFIT BEFORE TAX ON ORDINARY OPERATIONS
32,871
30,524
2,954
1,801
2,954
1,801
35,824
32,325
NET EXTRAORDINARY INCOME/LOSS
-
467
CORPORATION TAX
-
7,996
-
7,173
APPROPRIATIONS TO/REVERSALS FROM GENERAL BANKING RISK RESERVES AND REGULATED PROVISIONS
APPROPRIATIONS TO/REVERSALS FROM GENERAL BANKING RISK RESERVES
APPROPRIATIONS TO/REVERSALS FROM REGULATED PROVISIONS
-
2,759
2,304
455
-
3,335
NET INCOME/LOSS FOR THE YEAR
25,069
240
21,351
31
NOTES TO THE FINANCIAL STATEMENTS
FINANCIAL YEAR 2005
Crédit Coopératif, a société coopérative anonyme de Banque Populaire à
capital variable, a people’s bank in the form of a cooperative public
limited company with variable capital, includes within its consolidation
scope the credit institutions that have signed an association
agreement and its subsidiaries and non-banking interests.
The application of these assessment rules, with the exception of the
“corridor” method, to long-service awards, combined with a correction
of dates on which individuals entered working life, resulted in an
increase in opening shareholders’ equity of 342,000 euros.
2. Currency conversion of operations
I - ACCOUNTING PRINCIPLES
AND METHODS
The annual financial statements are drawn up in accordance with the
regulations applicable to credit institutions and in compliance with the
generally-accepted French accounting principles.
The rules for publication of financial statements have been applied in
accordance with regulation 2000-03 of the Comité de la
Réglementation Comptable (French accounting regulation committee).
All assets, liabilities and off-balance-sheet commitments denominated
in currencies are converted at the official exchange rate at the yearend date.
Unrealised or final foreign-exchange gains and losses are posted to
income.
Foreign-currency expenses and income paid or received are recorded
at the rate prevailing on the transaction date, whereas expenses and
income that are accrued but not paid or received are converted at the
exchange-rate prevailing at the year-end date.
3. ASSETS balance sheet
• Customer loans
1. Changes in accounting methods in 2005
- CRC regulation no. 2002-03 concerning credit risk requires, as of 1
January 2005, provisions for doubtful debts and doubtful compromised debt taking updates of future expected flows into consideration. On 1 January, the effect of this new method was a reduction in
shareholders’ equity of 1,640,000 euros.
- CRC regulation no. 2004-06 concerning the definition, accounting
and evaluation of assets came into force on 1 January 2005. This text
allows for certain acquisition costs, such as transfer costs, fees or
legal fees as well IT development costs to be capitalised as assets or
recorded as expenses.
The Crédit Coopératif group has decided to capitalise acquisition costs
and IT development costs, with no impact on the shareholders’ equity
of the Crédit Coopératif at 1 January 2005 due to the fact that no costs
of this nature existed to be processed on this date.
- CRC regulation no. 2002-10 concerning the amortisation and depreciation of assets, amended by the CRC regulation no. 2003-07, came
into force on 1 January 2005. This text requires capital assets to be
recorded by component and written off based on their useful life. The
impact of this new method on capital at 1 January 2005 was a
reduction of 688,000 euros. There was no requirement for provision
for future taxation since the fiscal impact which is spread over 5
years (in line with notification 2005-D of the emergency committee)
is in addition to the tax deduction. Leaseholds are written off over the
residual duration of the lease.
- The Crédit Coopératif implemented CRC recommendation 2003-R01
concerning labour commitments with effect from 1 January. This text
recommends recording commitments for pensions and similar items
in the balance sheet and sets out the assessment rules. At the Crédit
Coopératif, provisions have been made for commitments relating to
retirement benefits since 1999. The implementation of recommendation 2003-R01 involved amending the update rate (long-term rate,
including inflation, the previous rate being net of inflation), and
consequently the salary progression rate, then practicing the socalled “corridor” method. The application of these new rules for
calculating retirement benefits resulted in a deduction of 270,000
euros from opening shareholders’ equity.
32
Customer loans are entered in the balance sheet at their nominal value.
Accrued interest on receivables is posted under counterpart relatedreceivables accounts to the related income-statement items.
• Doubtful debts and provisions
CRC regulation no. 2002-03 concerning the accounting treatment of
credit risk determines the classification of doubtful debts in the
balance sheet and the accounting treatment of restructured debts.
Debt classification
Healthy debt: debts are classed as healthy debt when they correspond
to a normal commercial relationship, excluding all ascertained credit
risk.
Restructured debt: debit is restructured either on market terms, or on
non-market terms when the renegotiated rate is lower than market
terms prevailing at the date of restructuring. In these circumstances,
restructured debts are identified in a special category of healthy debt.
A discount is calculated on such debts, representing the present value
of the future interest differential. This discount is deducted from assets
and charged to income. It is written to the income statement under the
interest margin, using an actuarial method according to the term of
the loan.
The Crédit Coopératif has not recorded any restructured loans on nonmarket terms.
Doubtful debts: debts are classed as doubtful when, even though they
are secured, they present a credit risk ascertained by the occurrence of
one of the following situations:
• one or more unpaid accounts for not less than three months
• a worsening in the financial situation of the counterparty
• the existence of disputes or litigation between the institution and the
counterparty
Compromised doubtful debts: debts specifically identified from among
doubtful debts where the solvency of a counterparty is in a state such
that after classification for a reasonable period among doubtful debts,
no reclassification as healthy debt can any longer be foreseen.
C
Segmentation of doubtful debt
The segmentation of doubtful debt and compromised doubtful debt is
performed on the same basis as for overall gross amounts of debt
outstanding, by counterparty type: non-financial companies, sole
traders, individuals, government and non-government administration,
other customer segments.
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These provisions for loss are calculated after individual analysis of each
of the doubtful cases and are determined at quarterly intervals.
Provisions for risk are recorded as liabilities in the balance sheet for
unallocated customer risks and for off-balance-sheet commitments.
The future cash-flow discounting method has been applied since 1
January 2005.
Interest on recorded doubtful debt is fully provisioned; interest on
compromised doubtful debt is no longer recorded in the accounts.
Rules governing doubtful debt
In general, doubtful debt is identified by means of attributes, and
compromised doubtful debts are recorded in special accounts.
Classification as doubtful debt or as compromised doubtful debt has a
knock-on effect, with the classification on the same footing of the
whole of the outstanding debt and commitments relating to the
counterparty concerned, notwithstanding the existence of a security or
guarantee. This rule concerns neither debt affected by isolated disputes
unrelated to any insolvency of the counterparty, nor the credit risk
dependent upon the solvency of a third party and not upon that of the
counterparty itself.
Where the counterparty belongs to a group, the institution examines
the implications of such failure to pay for the customer group, and
determines whether to class as doubtful debt all or part of the
outstanding debt relating to the legal entities forming such customer
group.
Regrading as healthy debt reflects the resumption of normal trading
relations, which is observed when regular payments are resumed of the
amounts corresponding to contractual instalments.
Where, after regrading as healthy debt, the debtor fails to keep up the
payments at the set dates, the outstanding debt is immediately
downgraded to compromised doubtful debt.
A debt classed as a doubtful debt is graded as a compromised doubtful
debt at the elapse of one year, unless there are good grounds for
maintaining the debt as merely doubtful.
Where the debt becomes ascertainably bad, the debt is written off as a
loss, regardless of whether any provision has previously been set aside
for it.
Accounting for hedging instruments
Hedging mechanisms arise from the following:
- a short-term credit policy stance favouring back-to-back financing
(trade discount and trade debt assignment),
- effective implementation of second-level auditing, performed by the
commitments management department
- partnerships with insurance companies to pool signature
commitment risks or mutual-society partnerships pooling mediumand long-term credit risks
- selection of collateral security (mortgage charges, fixed and floating
charges, pledges, etc.) or even securities given by local government
authorities.
• Securities portfolio
Securities are classified according to their nature – government stock,
bonds and other fixed-income securities, equities and other variable
income securities – and their purpose – for trading, short-term
investment, portfolio activity, long-term investment, investment in
subsidiaries, shares in affiliates – determined according to the
intention for which they are held.
Trading securities
Acquired with the intention of being resold within a maximum of six
months, these are recorded at the time at their acquisition cost. At the
year-end date, they are valued at their market value, and any
unrealised gains and losses are written to income.
Short-term investment securities
These securities are purchased with the intention of holding for longer
than six months, excluding securities classed as long-term investments. Recorded at the time of purchase for their acquisition price
excluding costs, short-term investment securities are valued at the
year-end at stock-market price for listed securities, and on the basis of
their probable trade value for unquoted securities, while only
unrealised capital losses are covered by a provision for loss.
Long-term investment securities
These are fixed-income securities that are acquired with the intention
of holding them until maturity, and that are hedged for interest rate or
liquidity. They are recorded at the time of purchase for their acquisition
cost, and any difference between the acquisition cost and redemption
value is written to income in stages over the residual maturity of the
securities. No unrealised losses or gains are recorded at the year-end.
Portfolio-activity securities
This category covers venture-capital securities held with the purpose
of securing a medium-term capital gain without influencing the
management of the issuer companies.
Acquired net of costs, these securities are valued at the year-end at
their fair value to the institution. Unrealised gains are not recorded,
while unrealised losses are covered by provisions for loss.
Investments in subsidiaries and shares in affiliates
Provisioning rules
Doubtful-debt provisions are set aside on doubtful debts or for risks,
for the amount of probable losses and taking into account any
securities in favour of the bank.
These are securities of which the durable possession is considered
conducive to the activity of the institution. They are recorded net of
costs at their purchase price and valued at the year-end at their fair
value to the institution. Unrealised gains are not recorded, while
unrealised losses are covered by provisions for loss.
33
• Assets
Intangible assets and fixed assets.
The CRC has issued a regulation (CRC 2002-10) which came into effect
for individual financial statements from 1 January 2005, for both
intangible and fixed assets. Regulation 2004-06 on the definition and
valuation of assets also came into effect on 1 January 2005.
- Operating capital assets
Gross amounts of debt outstanding are broken down into components,
which are based on the different periods of useful life of each of the
separate elements making up a single asset.
Borrowing costs are not considered in the calculation of the gross
value of assets.
The useful life periods used by the Crédit Coopératif are as follows:
Component
Useful life
Land ................................................................................................................................NA
Non destroyable facades ......................................................................................NA
Facades/covers/sealing ........................................................................20-40 years
Foundations / frameworks ................................................................30- 60 years
Roughcasting............................................................................................10-20 years
Technical equipment ............................................................................10-20 years
Interior decoration....................................................................................8-15 years
Components are written down on the basis of their gross value less the
residual value and on their useful life. The residual value is defined as
the current value of the asset of the end of its probable period of use.
The residual value of components other than land and non-destroyable
facades is deemed to be zero.
The component-based approach is not applied to movable assets
which are written down on the basis of the periods of useful life set
out below:
Asset
Useful life
Furniture and office equipment ......................................................5 to10 years
Transportation equipment............................................................................5 years
• Provisions are made for liability
relating to labour according to CRC
recommendation 2003 R 01
The provision recorded in the balance sheet corresponds to:
- the actuarial value of pension commitments and similar benefits for
employed staff
- less the market value of the assets used to cover the commitments
- less or plus any actuarial differences resulting from:
• differences in experience relating to demographic variables
• changes in actuarial hypotheses (update rate, exit rate, salary
progression rate)
• differences observed between the actual return and expected return
in asset coverage plans.
The main actuarial hypotheses at 31 December 2005 were as follows:
- for retirement gratuities, the update rate used is 3.38% with an
expected rate of return of 3.90%
- the update rate for long-service awards is 3.38%
The corridor method is applied to retirement commitments and related
commitments.
The evaluation of retirement gratuities has been affected by the
Ministerial Order of 18 July 2005 which allows an employer to arrange
the retirement of an employee without charges. This effect is analysed
as a change in the system to be written down over the residual life of
the acquisition of the rights from July 2005.
The average rate of an institution’s employer’s contributions for longservice awards is 60.26%
• General banking risk reserve
This reserve, which is linked with equity capital, records the following:
- the appropriation to the regional solidarity fund instituted as part of
the guarantee system for the Banques Populaires network
- the appropriation to cover general risks
- Non-operating assets
The component method is also applied.
- Intangible assets
Leaseholds are written down linearly on the basis of the residual life of
the lease and where required are depreciated on the basis of their
market value.
Goodwill is not written down but it is depreciated. Previously recorded
write downs are retained since it is no longer possible (in view of the
age) to determine the resources provided by the goodwill in question.
4. LIABILITIES balance sheet
• Bond issues
The costs relating to the issue of bonds are written down on a straightline basis over the maturity period of the issues; premiums are also
written down in equal amounts over the term of the issues, regardless
of the repayment intervals.
34
5. Off balance sheet
• Derivative financial instruments
Hedging and dealing operations in interest-rate, foreign-exchange or
equities future financial instruments are recorded in the accounts in
accordance with CRBF (French banking regulation committee) regulations 90.15 and 92.04. The nominal commitments entered in the offbalance-sheet statement attest to the volume of trade in progress
while not reflecting the counterpart risk or the market risk.
The expenses and income relating to hedging operations are posted to
income on the counterpart side to the entries for expenses and income
for the assets hedged; for interest-rate futures, items are recorded on
the same line heading as for the expenses and income of the assets
hedged.
Expenses and income from global interest-risk hedging operations are
posted to the income statement pro rata temporis.
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II - INFORMATION ON THE ITEMS
IN THE BALANCE SHEET,
OFF-BALANCE SHEET STATEMENT
AND INCOME STATEMENT
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III – OTHER INFORMATION
1. Staff
In the 2005 financial year, the average number of employees rose to:
• BALANCE SHEET ..............................................................(notes 1 to 34).
- Staff...........................................................................................................................624
- Management ..........................................................................................................711
• OFF-BALANCE-SHEET STATEMENT ....(notes 35 to 39).
Total ..........................................................................................................................1,335
• INCOME STATEMENT..............................................(notes 40 to 46).
2. Remuneration, advances, loans and commitments
for Administrative and Executive bodies
- Total amount of remuneration and commitments for pensions
allocated for the 2005 financial year
• to Administrative bodies ...................... ...................................257,000 euros
• to Executive bodies..................................................................1,060,000 euros
- The total amount of advances and loans granted in 2005
• to Administrative bodies .................................................... 1,360,000 euros
• to Executive bodies........................................................................78,000 euros
3. Commitments guaranteeing the liquidity
and solvency of the Banques Populaires
The system for guaranteeing the liquidity and solvency of the Banques
Populaires network was laid down by a general decision of the Banque
Fédérale des Banques Populaires, as central body, pursuant to Articles
L. 511-30, L. 511-31, L. 511-32 and L. 512-12 of the Monetary and
Financial Code.
This guarantee system relies on the whole of the equity capital of the
network-member institutions through an internal mutual-support
mechanism.
The Banque Fédérale resorts to the network’s mutual support by calling
on the banques populaires to provide the necessary financial support,
within the limit of their equity capital. The equity capital of the Banque
Fédérale is relied-on, in the last resort, to support the liquidity and
solvency of the banques populaires.
Under this internal mutual-support mechanism, a first line of mutual
support is instituted. The first constituent of this line is the Federal
solidarity fund, which is included in the general banking risk reserve of
the Banque Fédérale. Its other constituents are the regional solidarity
funds, which are included in the general banking risk reserves of the
banques populaires. These regional funds are supplied every year with
10% of the net income earned by the banques populaires before
depreciation and distribution, and as adjusted for corporation tax. The
banques populaires cannot have disposal of those funds without the
permission of the Banque Fédérale.
It should be recalled, moreover, that the institutions in the banques
populaires network are members of the Deposit Guarantee Fund instituted by law, of which all approved credit institutions in France are
members.
35
ANNEXE No. 1
(EUROS 000)
CENTRAL BANK, CCP POSTAL GIRO A/CS, GOVERNMENT STOCK
AND INTERBANK RECEIVABLES
31/12/2005
31/12/2004
– Cash, central banks, CCP postal-giro a/cs
Government stock and similar securities
Receivables from credit institutions
- sight
- term
- net doubtful debts
- provisions for country risks
- Unposted items
- Related debts
72,601
518,663
1,548,969
559,209
980,897
10
107,341
448,692
1,908,247
663,783
1,234,040
10
8,853
10,414
TOTAL
2,140,233
2,464,280
*of which associated companies
*of which Banque Populaire network
1,548,969
35,722
1,104,048
300,190
ANNEXE No. 2
BREAKDOWN BY
RESIDUAL MATURITY
(EUROS 000)
< 3 months
3 months
<D< 1 year
1 year
<D<5 years
>5 years
Not broken
down
Total at
maturity
ASSETS
- Receivables from Credit Institutions
- Receivables from customers
- Finance leasing receivables
- Bonds and other fixed-income securities
TOTAL
360,071
480,513
108,203
345,815
450,701
1,272,541
568,815
1,045,398
634,185
441,814
459,699
190,972
1,474,769
895,832
2,182,941
1,805,185
233,835
479,145
758,621
92,705
343,242
374, 407
19,056
235,381
52,618
806,909
75,735
829,410
1,170,643
60
15
1,487,850
3,144,282
1,726,670
75
6,358,802
232,546
20,219
554,458
77,000
22,868
794,467
895,224
2,494,395
194,659
884,223
22,868
4,378,745
LIABILITIES
- Payables to credit institutions
- Customers’ credit balances
- Liabilities in the form of securities issued
- Subordinated loans
TOTAL
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1,471,601
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(EUROS 000)
31/12/2005
DETAILS
OF GOVERNMENT STOCK
É
Trade
31/12/2004
Short-term Long-term
investment investment
Total
Short-term Long-term
investment investment
Trade
Total
Gross amounts
Provision for loss
Related receivables
506,956
506,956
439,960
439,960
11,707
11,707
8,732
8,732
TOTAL
518,663
518,663
448,692
448,692
ANNEXE No. 4
(EUROS 000)
31/12/2005
31/12/2004
HEALTHY INTERBANK DEBTS
Sight
Term
Accounts and loans
Financial loans
Values received on repo
Securities received on repo
Fixed-term subordinate loans
Indefinite subordinate loans
559,209
737,274
1,296,483
234,710
TOTAL
559,209
Total
Sight
663,783
Term
Total
1,004,183
1,667,966
234,710
221,428
221,428
8,853
60
8,853
60
8,369
60
8,369
60
980,897
1,540,106
1,234,040
1,897,823
663,783
ANNEXE No. 5
(EUROS 000)
31/12/2005
31/12/2004
OPERATIONS WITH CUSTOMERS – ASSETS
- Overdrafts on current accounts
- Trade credit
- Other loans to customers
- Related receivables and unposted items
- Net doubtful debts
- Provisions for country risk
268,178
271,013
2,873,269
20,118
66,179
235,069
216,201
2,521,681
18,902
65,806
TOTAL
3,498,757
3,057,659
ANNEXE No. 6
(EUROS 000)
31/12/2005
31/12/2004
OTHER LOANS TO CUSTOMERS - DETAILS
– Export credit facilities
- Liquidity and consumer credit facilities
- Capital-equipment investment credit
- Housing loans
- Other customer loans
- Securities received on reverse repo
- Stocks received on reverse repo
- Subordinated loans
5,182
151,802
2,374,200
280,031
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4,540
153,798
2 081,098
224,368
17,788
59,280
2,738
35,000
5,089
TOTAL
2,873,269
2,521,681
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ANNEXE No.7
(EUROS 000)
31/12/2005
BREAKDOWN
OF LOANS BY ECONOMIC
TRANSACTOR
Credit
institutes
Operations with credit institutes
1,548,969
Operations with customers and financial leasing
Healthy debt
Doubtful debt
Loss on doubtful debt
Non- financial
companies
Sole traders
Individuals
Non-government
administration
Government
agencies and
social security
Other
Total
1,548,969
2,009,226
82,079
-46,018
Of which
- Subordinated loans
- Doubtful subordinated loans
29,514
8,984
-5,037
327,720
11,927
-6,687
946,689
44,569
-24,987
23,340
2,972
-1,666
577
36,801
98
-55
3,373,290
150,629
-84,450
2,169
2,746
214
1,753,727
- Provision for doubtful subordinated loans
- Financial leasing loans
- Doubtful financial leasing loans
- Provision for doubtful financial leasing loans
Provision for financial leasing loans
Operations on securities
Debts on fixed income securities
- Doubtful debts on securities
- Provisions on doubtful securities loans
1,436,923
136,999
179,591
31/12/2004
Credit
institutes
Operations with credit institutes
Doubtful debt
Loss on doubtful debt
Of which
- Subordinated loans
- Doubtful subordinated loans
- Provision for doubtful subordinated loans
- Financial leasing loans
- Doubtful financial leasing loans
- Provision for doubtful financial leasing loans
- Provision for financial leasing loans
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Sole traders
Individuals
Non-government
administration
Government
agencies and
social security
Other
1,908,248
Operations with customers and financial leasing
Healthy debt
Operations on securities
Debts on fixed income securities
- Doubtful debts on securities
- Provisions on doubtful securities loans
Non- financial
companies
1,283,361
Total
1,908,248
1,728,603
17,590
287,721
860,917
24,029
37,991
2,956,851
71,251
8,058
14,057
49,748
3,533
146,647
-39,278
-4,442
-7,749
-27,424
-1,948
-80,841
5,100
5,100
189,008
1,472,369
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SECURITIES
PORTFOLIO
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(EUROS 000)
31/12/2005
Trade
Short-term
investment
Long-term
investment
31/12/2004
Bearer
share
securities
Total
Trade
Bearer
share
securities
Short-term
investment
Long-term
investment
22,822
1,454,181
1,478,544
-1,356
-2
-1,358
21,466
1,454,179
1,477,186
Total
Bonds and similar
Gross values
2,930
Provision for loss
Net values
2,930
40,022
1,713,942
1,756,894
-3,166
-1
-3,167
36,856
1,713,941
1,753,727
1,541
1,541
Shares and similar
Gross amounts
273,981
5,748
279,729
256,796
6,912
263,708
Provision for loss
Net values
-1,270
272,711
-1,334
4,414
-2,604
277,125
-2,983
253,813
-1,214
5,698
-4,197
259,511
5,698
1,736,697
TOTAL
2,930
309,567
1,713,941
4,414 2,030,852
1,541
275,279
1,454,179
ANNEXE No. 9
BONDS AND OTHER
FIXED-INCOME
SECURITIES
Gross values
Quoted securities
- issued by public bodies
- other issuers
(EUROS 000)
31/12/2005
Short-term
Trading investment Securities
held to
securities securities maturity
2,930
Unquoted securities
- issued by public bodies
- other issuers
31,162
Loaned securities
Borrowed securities
Doubtful debts
Related debts
Sub-total of gross values
Of which subordinated securities
254
2,930
Depreciation and provisions
Depreciation on doubtful debts
Depreciation
Country risk provisions
Provisions subtotal
TOTAL
8,606
2,930
40,022
13,150
Total
178,347 178,347
1,076,698 1,088,234
428,927
460,089
29,969
30,223
1,713,942 1,756,894
4,727
17,877
Trading
securities
1,541
1,541
31/12/2004
Short-term Securities
investment held to
securities maturity
Total
1,542
945,070
948,153
21,215
490,898
512,113
65
18,211
18,276
22,822 1,454,181
4,582
4,727
1,478,542
9,309
-3,166
-1
-3,167
-1,356
-2
-1,358
-3,166
-1
-3,167
-1,356
-2
-1 358
21,466 1,454,179
1,477,186
36,856
1,713,941 1,753,727
1,541
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ANNEXE No. 10
(EUROS 000)
31/12/2005
EQUITIES AND OTHER
VARIABLE-INCOME
SECURITIES
Trading
securities
Gross values
- Quoted securities
capitalization UCITs
Other UCITs
Other securities
Short-term
investment
securities
Bearer share
securities
264
- Unquoted securities
capitalization UCITs
Other UCITs
Other securities
- Related receivables
Sub-total gross values
TOTAL
Trading
securities
Bearer share
securities
1,651
273,717
5,748
255,145
5,748 279,729
5,748
Losses
On quoted securities
On unquoted securities
On own shares
Provisions subtotal
Total
264
273,717
273,981
31/12/2004
Short-term
investment
securities
1,651
6,912
255,145
6,912
256,796
6,912
263,708
-110
-1,159
-1,334
-110
-2,493
-1,308
-1,674
-1,214
-1,308
-2,888
-1,270
-1,334
-2,604
-2,983
-1,214
-4,197
4,414 277,125
253,813
5,698
259,511
272,711
ANNEXE No. 11
CHANGES IN
SECURITIES HELD
TO MATURITY
Government stock
Gross value
Total
(EUROS 000)
2004
Purchases
Disposals
Redemptions
439,960
136,670
-65,000
1,454,181
3,856,924
-3,596,877
Conversion
Premium/
discount
Transfers
Global
regrading
Other items
-4,674
2005
506,956
Results
of disposals
Bonds and other
fixed-income securities
Gross value
40
121
-12,164
11,757
1,713,942
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ANNEXE No. 12
É
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(EUROS 000)
31/12/2005
EQUITY INVESTMENTS AND SHARES
IN AFFILIATE UNDERTAKINGS,
OTHER SECURITIES HELD LONG-TERM
31/12/2004
GROSS FINANCIAL ASSETS
DEPRECIATION
250,792
-1,646
232,651
-4,629
NET FINANCIAL ASSETS
249,146
228,022
-1,348
-501
247,798
227,521
CURRENCY TRANSLATION DIFFERENCES
RELATED DEBTS AND OTHERS
TOTAL
ANNEXE No. 13
CHANGES IN
INVESTMENTS
IN SUBSIDIARIES
I
(EUROS 000)
31/12/04
Increase
Reductions
Conversions
Other changes
31/12/05
Gross values
Investments in subsidiaries and
other securities held long-term
Shares in affiliate undertakings
Shares in real-estate investment trusts
76,501
9,311
156,111
39
8,645
78
Sub-total
232,651
18,034
-740
-4,630
1
-403
-10
3,397
-4,629
-413
3,397
228,022
17,621
2,657
Provision for loss
Investments in subsidiaries and other
securities held long-term
Shares in affiliate undertakings
Shares in real-estate investment trusts
Sub-total
Net financial assets
-740
847
-10,413
75,506
10,413
175,169
117
847
250,792
847
-1
-1,636
-10
-1
-1,646
-1
249,146
ANNEXE No. 14
INTANGIBLE ASSETS
AND FIXED ASSETS
- Assets used for operations
- Intangible assets
- Fixed assets
Sub-total
Non-operating assets
TOTAL
(EUROS 000)
31/12/2005
Gross values
Amortisation
6,396
32,160
38,556
-4,592
-11,629
-16,221
535
-242
39,091
-16,463
31/12/2004
Depreciation
-407
-407
-407
Net values
Gross values
Amortisation
1,397
20,531
21,928
6,396
31,754
38,150
-4,182
-10,871
-15,053
293
480
-159
22,221
38,630
-15,212
Depreciation
Net values
-407
1,807
20,883
22,690
-407
321
-407
23,011
41
ANNEXE No. 15
CHANGES IN ASSETS USED
FOR OPERATIONS AND
NON-OPERATING ASSETS
Gross values
Intangible operating assets
Leaseholds and goodwill
Software
(’EUROS 000)
2004
Increases
Reductions
Other
2005
4,999
4,999
Other
1,397
1,397
Sub-total
6,396
6,396
Tangible operating assets
Land
Buildings
Shares in SCI
Other
1,825
8,083
12,509
9,337
679
424
-247
-11
8,702
-395
-8,746
1,814
17,217
12,933
196
-642
-55
55
32,160
535
Sub-total
Non-operating assets
Amortisation and depreciation
Intangible operating assets
Leaseholds and goodwill
Software
31,754
480
1,103
-4,589
-2
-408
-4,999
Other
Fixed operating assets
Land
Buildings
Other
-4,589
-2
-408
-4,999
-3,856
-7,015
-800
-12
247
12
-7,049
6,844
-11,458
-171
-10,871
-812
259
-205
-11,629
-159
-8
-75
-242
Non-operating assets
ANNEXE No. 16
FIXED OPERATING ASSETS
BREAKDOWN OF BUILDINGS
(EUROS 000)
31/12/2005
Gross values
Amortisation and depreciation
Buildings
Non-destroyable frontages
Frontages/covers/sealing
Foundations/frameworks
Roughcasting
Technical equipment
Internal fittings
366
928
2,945
-404
-960
366
524
1,985
2,197
10,781
-1,277
-8,817
920
1,964
TOTAL
17,217
-11,458
5,759
ANNEXE No. 17
ACCRUAL ACCOUNTS
AND MISCELLANEOUS ASSETS
42
Net values
(EUROS 000)
31/12/2005
31/12/2004
Other assets and miscellaneous employments of funds
Accrual accounts
46,391
118,019
22,470
103,457
TOTAL
164,410
125,927
C
R
É
D
I
T
C
ANNEXE No. 18
OTHER ASSETS AND MISCELLANEOUS
E M P L OY M E N T S O F F U N D S
Options instruments purchased
Settlements of transactions in securities
Real-estate development
Other stocks and miscellaneous employments of funds
Sundry debtors
Doubtful debts, net
Related receivables
TOTAL
Collection accounts
Adjustment accounts
Variance accounts
Potential losses on unmatured futures hedging contracts
Potential losses on matured futures hedging contracts
Prepayments
Deferred income
Issue premiums pending deferral
Other deferred charges
Other accrual accounts
TOTAL
31/12/2005
Central banks, CCP postal-giro a/cs
Deposits taken and borrowings
- sight
- term
Other amounts payable
Associated amounts payable
TOTAL
of which associate companies
of which Banque Populaire network
P
É
R
A T
I
F
31/12/2004
770
9,280
553
916
36,293
21,001
48
46,391
22,470
(EUROS 000)
31/12/2005
31/12/2004
48,187
139
41,942
2,894
4,207
38,855
3,597
3,583
2,200
33,676
4,256
20,140
17,800
118,019
103,457
ANNEXE No. 20
CENTRAL BANK, CCP POSTAL GIRO ACCOUNTS
AND DEBTS TO CREDIT INSTITUTES
O
(EUROS 000)
ANNEXE No. 19
ACCRUAL ACCOUNTS (ASSETS)
O
(EUROS 000)
31/12/2005
31/12/2004
262,652
794,467
282,245
984,963
6,494
7,984
1,063,613
1,275,192
564,487
190,783
531,700
187,997
43
ANNEXE No. 21
DETAILS OF INTERBANKING
RESOURCES
(EUROS 000)
31/12/2005
Sight
Current accounts in credit
Deposits taken and borrowings
Securities delivered on repo
Stocks delivered on repo
262,652
TOTAL
262,652
Term
31/12/2004
Total
Sight
Term
262,652
664 361
282,245
664,361
130,106
130,106
794,467
1,057,119
282,245
Total
630,540
282,245
630,540
354,423
354,423
984,963
1,267,208
ANNEXE No. 22
(EUROS 000)
31/12/2005
OPERATIONS WITH CUSTOMERS – LIABILITIES
31/12/2004
Deposits and borrowings
• sight
• term
2,655,750
895,224
2,415,138
439,918
42,287
10,782
37,925
7,805
3,604,043
2,900,786
Deposits and guarantees
Other amounts payable
Related accounts payable
TOTAL
ANNEXE No. 23
CUSTOMER ACCOUNTS
– DETAILS OF LIABILITIES
(EUROS 000)
31/12/2005
Sight
Specially-regulated savings accounts
Deposits and borrowings
Borrowings from financial customers
Securities delivered on repo
Securities delivered on repo
625,839
2,029,911
TOTAL
2,655,750
Term
31/12/2004
Total
121,783
309,902
100
747,622
2,339,813
100
463,439
463,439
895,224
3,550,974
Sight
Term
531,461
1,883,677
2,415,138
114,278
270,540
645,739
2 154,217
55,100
55,100
439,918
2,855,056
ANNEXE No. 24
DEBTS IN THE FORM OF A SECURITY
44
Total
(EUROS 000)
31/12/2005
31/12/2004
Short-term loan notes and savings bonds
Interbank market securities
Negotiable debt securities
- of which: -subscribed by credit institutions
- of which: - subscribed by financial customers
- of which: - subscribed by customers
Bonds issued
Other liabilities in the form of securities issued
Related accounts payable
20,138
15,495
1,982,371
887,540
329,729
765,102
491,886
2,034,769
426,199
786,331
822,239
515,746
42,788
41,475
TOTAL
2,537,183
2,607,485
C
R
É
D
I
T
C
ANNEXE No. 25
ACCRUED CHARGES & MISCELLANEOUS LIABILITIES
O
O
P
É
R
A T
31/12/2005
31/12/2004
70,382
118,907
77,329
144,077
TOTAL
189,290
221,406
ANNEXE No. 26
Options instruments sold
Settlements of transactions in securities
Deferred-tax liabilities
Liabilities on securities
Uncalled amount on securities not fully paid
Sundry creditors
Investment grant
Allocated government stocks
Related accounts payable
TOTAL
(EUROS 000)
31/12/2005
31/12/2004
177
628
204
2,385
3,957
65,621
1,285
73,455
1,785
2,136
72,168
79,465
ANNEXE No. 27
ACCRUAL ACCOUNTS - LIABILITIES
Collection accounts
Adjustment accounts
Variance accounts
Potential gains on unmatured futures hedging contracts
Potential gains on matured futures hedging contracts
Unearned income
Accrued charges
Other accrual accounts
TOTAL
F
(EUROS 000)
Other liabilities
Accrual accounts
OTHER LIABILITIES
I
(EUROS 000)
31/12/2005
31/12/2004
38,143
43,287
568
791
5,263
26,030
48,680
913
4,931
21,421
72,957
118,907
144,077
45
ANNEXE No. 28
SUMMARY OF DEPRECIATION
AND PROVISIONS
(EUROS 000)
2004
Increase
Decrease
Other change
2005
Provisions written against assets
Depreciation for doubtful debts
Depreciation for market risks
Depreciation for country risks
81,275
10,591
16,685
1,387
-13,900
-5,424
727
1 270
84,787
7,824
TOTAL DEPRECIATION
91,866
18,072
-19,324
1,997
92,611
4,333
-1,082
246
2,467
2 195
373
700
139
-231
-1,676
-72
5,446
373
715
858
7,046
3,407
-2,989
-72
7,392
Provisions for liabilities
Provisions for counterpart risks
Provisions for depreciation risks
Provisions for operating expenses
Provisions for labour commitments
Exceptional provisions
TOTAL PROVISIONS FOR LIABILITIES
TOTAL
21,479
-22,313
EFFECT ON RESULT:
834
ANNEXE No. 29
PROVISIONS FOR LIABILITIES
Provisions for counterpart risks
Provisions for off-balance sheet commitments
Provisions for country risks
Sector-based provisions
Provisions for customer disputes
Other customer provisions
Provisions for labour commitments
CAR
Retirement benefits
Long-service awards
FCR
Mutual funds
Other
(EUROS 000)
2004
Decrease
Other
change
2005
126
1,430
2,777
505
1,690
-956
1,935
3,511
4,333
2,195
-1,082
5,446
1,312
1,155
139
-1,582
-94
270
-342
858
2,467
139
-1,676
-72
858
Provisions for depreciation risks
Portfolio of securities and future financial instruments
Financial assets
Real-estate development
Other assets
Provisions for future operating expenses
Provisions for taxes and duties
Other operating provisions
Increase
-126
373
373
373
373
33
213
246
700
700
-33
-198
-231
7,046
3,407
-2,989
715
715
Exceptional provisions
Provisions for IT restructuring
Provisions for exceptional restructuring
Other exceptional provisions
TOTAL
46
-72
7,392
C
R
É
D
I
T
C
O
O
ANNEXE No. 30
Interbank operations
- Doubtful
- Compromised doubtful
Operations with customers and finance leasing
- Doubtful
- Compromised doubtful
Misc. debtors and securities
Doubtful
Compromised doubtful
TOTAL DOUBTFUL DEBTS
- DOUBTFUL
- COMPROMISED DOUBTFUL
É
R
A T
F
Gross
values
Depreciation
31/12/2004
Net
values
10
10
150,629
19,025
131,604
337
-84,450
-8,526
-75,924
-337
337
-337
150,976
19,035
131,941
-84,787
-8,526
-76,261
Gross
values
Depreciation
10
10
10
10
66,179
10,499
55,680
146,647
21,824
124,823
434
-80,841
-7,797
-73,044
-434
434
-434
147,091
21,834
125,257
-81,275
-7,797
-73,478
66,189
10,509
55,680
Net
values
10
10
ANNEXE No. 31
65,806
14,027
51,779
65,816
14,037
51,779
(EUROS 000)
31/12/2005
SUBORDINATED DEBT
31/12/2004
Fixed-term subordinated debt
Indefinite term subordinated debt
Mutual guarantees extended
Related accounts payable
171,791
22,868
17,863
4,080
171,791
22,868
15,961
4,098
TOTAL
216,602
214,718
ANNEXE No. 32
GENERAL BANKING RISK RESERVE
I
(EUROS 000)
31/12/2005
COVERAGE
OF DOUBTFUL DEBTS
P
(EUROS 000)
2004
Increases
Decreases
Other
changes
2005
General banking risk reserve
Regional solidarity fund
10,220
3,096
2,304
10,220
5,400
TOTAL
13,316
2,304
15,620
47
CORPORATE
EQUITY CAPITAL
ANNEXE No. 33
(EUROS 000)
Capital (1)
Equity capital at 31/12/03
before allocation
Result at 31/12/03
Distribution
Equity capital
at 31/12/03 after allocation
Capital increase
Currency translation differences
Changes in method
Net allocation to regulated provisions
Net allocation to general banking risk reserve
Other changes
Equity capital
at 31/12/04 before allocation
Result at 31/12/04
Distribution
Equity capital
at 31/12/04 after allocation
Capital increase
Currency translation differences
Changes in method
Net allocation to regulated provisions
Net allocation to general banking risk reserve
Other changes
Equity capital
at 31/12/05 before results
Result at 31/12/05
Equity capital
at 31/12/05 after results
Share
premium
account
Reserves and Equity capital
Regulated
General
Revaluation
general
provisions
retained excluding
banking
risk
banking
risk
and investment
reserve
earnings
reserve
reserve
grants
190,369
66,106
1,534
51,173
25,737
-4,090
309,182
25,737
-4,090
9,742
318,924
25,737
-4,090
190,369
66,106
1 534
72,820
330,829
9,742
340,571
42,411
42,411
42 411
-183
-183
-240
-1,155
71,482
-1,155
371,662
-183
-240
3,574
-1,155
384,978
21,351
-5,208
21,351
-5,208
87,625
387,805
-240
3,574
232,780
232,780
66,106
66,106
1,294
1,294
58,230
-2 815
456
291,010
291,010
66,106
66,106
1,750
1,750
13,316
21,351
-5,208
13,316
401,121
58,230
58,230
-2,815
456
2,304
-2,815
456
2,304
15,620
459,296
84,810
443,676
25,069
25,069
109,879
468,745
(1) composition of capital at 31/12/2005: 3,262,076 A shares, 10,111,203 B shares, 5,709,315 C shares, all shares with a unit value of 15.25 euros.
48
Equity
capital
25,069
15,620
484,365
C
R
É
D
I
T
C
O
O
P
É
ANNEXE No. 34
R
A T
I
F
(EUROS)
APPROPRIATION OF EARNINGS
AMOUNT
Proposed appropriation of earnings
Determination of earnings to appropriate
- net income for the year
- retained earnings
- drawing from reserve prescribed by the articles
Earnings available for appropriation
25,068,902
2,127,107
27,196,009
Appropriation of available earnings
- legal reserve (15% of 25,068,901.66)
- reserve prescribed by the articles
- special investment reserve
- other reserves
- dividends on B shares
- dividends on C shares
- rebate
- retained earnings carried forward
3,760,335
10,000,000
189,349
4,056,873
2,319,366
450,000
6,420,086
TOTAL
27,196,009
ANNEXE No. 35
(EUROS 000)
31/12/2005
FINANCING COMMITMENTS
Financing commitments made
To credit institutes
To customers
- opening of documentary credits
- other openings of confirmed credit facilities
- Other commitments
TOTAL
of which affiliate companies
31/12/2004
128,688
438,344
19,379
413,292
5,673
130,540
318,902
18,470
282,055
18,377
567,032
128,688
449,442
130,540
ANNEXE No. 36
(EUROS 000)
31/12/2005
GUARANTEE COMMITMENTS
Guarantee commitments made
On behalf of credit institutions
- confirmation of openings of documentary credits
- other guarantees
31/12/2004
1,657
228
1,429
1,613
435
1,178
On behalf of customers
- real-estate guarantees
- administrative and fiscal guarantees
- other guarantees and deposits
- other guarantees given
1,160,318
14,902
31,956
328,432
785,028
1,017,476
14,936
36,967
259,758
705,815
TOTAL
1,161,975
1,019,089
448,873
194,865
350,033
173,808
Guarantee commitments received from credit institutions
of which affiliate companies
49
ANNEXE No. 37
(EUROS 000)
TRANSACTIONS IN DERIVATIVE
FINANCIAL INSTRUMENTS
Notional and actual value
Firm transactions
Transactions on organised markets
Interest-rate contracts
Exchange rate contracts
Financial assets
Over-the-counter transactions
Forward rate agreements
Interest rate swaps
Other futures contracts
31/12/2005
Hedging
Conditional transactions
Operations on organised markets
Interest rate operations
- bought
- sold
Foreign exchange options
- bought
- sold
Other options
- bought
- sold
Over-the-counter transactions
Interest rate options
- bought
- sold
Foreign exchange options
- bought
- sold
Autres options
- bought
- sold
TOTAL conditional transactions
TOTAL financial instruments and forward foreign exchange
50
Total
Hedging
Other
operations
Total
100
2,000
2,100
6,100
6,100
9,231
9,331
2,000
9,231
11,331
6,661
12,761
6,661
12,761
2,633,314
40,000
2,673,314
2,841,206
2,841,206
2,633,314
40,000
2,673,314
2,841,206
2,841,206
240,065
215,199
240,065
215,199
30,055
30,055
Forward exchange contracts
Foreign exchange swaps
- receivable
- deliverable
Financial swaps
- receivable
- deliverable
Other foreign exchange contracts
- receivable
- deliverable
TOTAL firm transactions
Other
operations
31/12/2004
2,642,645
4,187
1,552
4,187
1,552
461,003
461,003
503,003
36,369
8,842
222,853
211,379
222,853
211,379
30,055
434,232
464,287
3,145,648
2,884,022
434,232
3,318,254
36,369
8,842
16,222
6,377
16,222
6,377
7,342
8,810
7,342
8,810
45,211
45,211
38,751
38,751
45,211
45,211
38,751
38,751
3,190,859
2,922,773
2,687,856
503,003
434,232
3,357,005
C
R
É
D
I
T
C
O
O
ANNEXE No. 38
P
É
R
A T
I
F
(EUROS 000)
CLASSIFICATION OF FORWARD FINANCIAL
INSTRUMENTS BY PORTFOLIO
Firm transactions
Forward rate agreements
Interest rate swaps
Interest rate and currency swaps
Other forward contracts
Conditional transactions
Interest rate options bought
Interest rate options sold
31/12/2005
Micro
hedged
Macro
hedged
Open
position
Trading
Total
2,194,335
438,979
40,000
2,673,314
2,194,335
438,979
40,000
2,673,314
36,369
8,842
45,211
TOTAL
2,239,546
36,369
8,842
45,211
438,979
40,000
2,718,525
31/12/2004
Micro
hedged
Firm transactions
Forward rate agreements
Interest rate swaps
Interest rate and currency swaps
Other forward contracts
Conditional transactions
Interest rate options purchased
Interest rate options sold
TOTAL
Macro
hedged
Open
position
Trading
2,841,206
30,055
2,841,206
30,055
2,871,261
2,871,261
16,222
6,377
22,599
16,222
6,377
22,599
2,893,860
2,893,860
ANNEXE No. 39
INFORMATION ON OVER-THE-COUNTER
(EUROS 000)
TRANSACTIONS
Information on derivative instruments
Nature of over-the-counter contracts
2005
Contracts
On interest-rate
Notional amount
(of which options instruments)
Breakdown by residual maturity - (excl. options instruments sold)
< 1 year
< 1 year and > 5 years
> 5 years
Gross replacement cost
Positive
Negative
Potential credit risk of transactions
CREDIT RISK OF CONTRACTS TRADED OVER-THE-COUNTER
Weighting
Positive gross replacement cost
Positive net replacement cost
Potential credit risk
Equivalent credit risk before security
Security
Equivalent credit risk after security
Total
On exchange-rate
2,718,526
45,211
459,829
1,456,657
872,281
380,747
458,812
1,017
51,562
19,977
10,073
3,335
4,150
4,639
Credit institutions
20 %
51,561
38,337
12,130
50,467
34,251
16,216
Customers
50 %
3,337
3,337
2,581
5,918
5,918
51
ANNEXE No. 40
(EUROS 000)
2005
INCOME FROM VARIABLE INCOME SECURITIES
2004
Dividends received from short-term investment securities
Dividends received from portfolio activity securities
Dividends received from investments in subsidiaries and similar investments
12,518
8,877
TOTAL
12,518
8,877
ANNEXE No. 41
RESULTS FOR SHORT-TERM
INVESTMENT PORTFOLIO
Depreciation
Reversals of depreciation
Losses from disposals
Gains from disposals
Other elements
TOTAL
(IN 000 EUROS)
2005
Short term
investment
Bearer bond
securities
-854
2,023
-1,539
8,554
-620
-120
7,564
-120
2004
Total
Short term
investment
Bearer bond
securities
-974
2,023
-1,539
8,554
-620
-632
214
-128
7,479
-513
-240
118
-872
332
-128
7,479
-513
7,444
6,420
-122
6,298
ANNEXE No. 42
(EUROS 000)
2005
COMMISSIONS
Income
Expenses
2004
Net
Income
Expenses
Net
Cash and interbank transactions
Transactions on payment instruments
Transactions with customers
Transactions in securities
Foreign-exchange transactions
Off-balance-sheet commitments
Financial services provided
Consultancy
-1,047
-14,721
-2,121
917
17,011
23,071
554
140
-130
2,290
20,950
554
140
-752
-15,526
-1,945
837
16,711
22,527
526
135
85
1,185
20,582
526
135
-840
12,220
1,161
11,380
1,161
-656
11,811
587
11,155
587
TOTAL
-18,729
55,074
36,345
-18,879
53,134
34,255
ANNEXE No. 43
GENERAL OPERATING EXPENSES
Staff costs
Salaries and other emoluments
Pension costs and similar expenses
Other labour costs
Employee profit sharing
Employee share-owning incentive scheme
Payroll taxes and levies
(EUROS 000)
2005
2004
-43,073
-5,823
-25,222
-37,947
-7,605
-22,117
-1,469
-8,520
-1,289
-8,238
“Staff expenses” sub-total
-84,107
-77,196
Other operating expenses
Taxes and duties
Other general operating expenses
-3,765
-47,500
-3,536
-41,189
“Other general operating expenses” sub-total
-51,265
-44,725
-135,372
-121,921
TOTAL
52
Total
C
R
É
D
I
T
C
ANNEXE No. 44
O
O
P
É
R
A T
I
F
(EUROS 000)
2005
PENSION EXPENSES AND SIMILAR COSTS
Rights liquidated over the period
Rights acquired over the period
Financial cost
Gross return expected from assets
Change in management costs
Payment from the period to fund
Costs on payments
Change in accounting treatment over the period
Actuarial differences recorded over the period
Other elements
Variation recorded in result
Actuarial difference on commitments
Gross
commitment
-480
432
346
Net
commitment
-2,432
-239
38
282
-370
248
592
Actuarial difference/return on assets
Other actuarial differences
Changes in actuarial differences not recorded
Assets
hedged
592
-151
-2,912
432
346
-239
38
131
-370
-2,822
-2,574
592
20
20
20
612
Change in method over the period
Other elements
1,138
1,138
Other variations not posted
1,138
1,138
53
ANNEXE No. 45
(EUROS 000)
2005
Net reversals Losses not
Depreciation
of
covered by
depreciation provisions
Depreciation allocated
Interbank balances o/s
Receivables from customers
Sundry debtors and securities
-16,605
-16,605
Provisions
Off-balance sheet
commitments
General provisions
Country risk provisions
TOTAL COST OF RISK
-2,195
6,362
97
6,459
-2,195
1,867
126
1,993
-18,800
8,452
2004
Amounts
recovered
on debts
written off
-747
273
-747
273
-747
273
Net
Net reversals Losses not
Depreciation
of
covered by
depreciation provisions
-10,717
97
-10,620
-14,229
-434
-14,663
-328
126
-202
-683
-683
3,347
570
3,917
-10,822
-15,346
5,252
1,335
-1,588
1,396
1,335
-1,588
1,396
Of which:
- reversals of depreciation
now inapplicable
- reversals of used depreciation
8,451
7,361
5,252
6,852
total reversals
- losses covered by provisions
15,812
-7,361
12,104
-6,852
8,451
5,252
net reversals
ANNEXE No. 46 - C O R P O R A T I O N T A X
Corporation tax amounts to 7,996,000 euros , including standing contributions (1.5%) and welfare levies (3.3%).
54
Amounts
recovered
on debts
written off
Net
-13,086
-434
-13,520
2,664
570
3,234
-1,588
1,396
-10,286
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INFORMATION CONCERNING SUBSIDIARIES
AND MINORITY SHAREHOLDINGS – FINANCIAL YEAR 2005
COMPANIES OR GROUPS
OF COMPANIES
Share
capital
(EUROS)
Equity
Percentage Book value
capital
interest of securities
other than
held
held
share capital
Outstanding
loans and
advances
granted
by the
company
Dividends
Amount of
Gross
Net income
received by
deposits and revenue for or loss for
the company
guarantees the latest
the latest
during the
provided by financial
financial
financial
the company
year
year
year
A) DETAILED INFORMATION CONCERNING
SHAREHOLDINGS EXCEEDING 1%
OF THE VALUE OF THE CAPITAL
OF THE COMPANY REQUIRED
TO DECLARE THE SIGNIFICANT
SHAREHOLDING
I - SUBSIDIARIES (NOT LESS THAN 50%
OF THE SHARE CAPITAL HELD
BY THE COMPANY)
ECOFI INVESTISSEMENTS
4,445,154
3,540,616
99.09%
21,779,467
-
-
32,870,265
4,403,869
3,719,258
INTERCOOP
4,000,000
17,913,720
100.00%
21,532,525
231,673,060
-
47,470,628
1,883,381
1,000,000
BTP BANQUE
19,215,000
37,854,621
99.95%
19,056,093
100,069,944
16,499,084
41,774,977
5,923,308
-
BTP CAPITAL INVESTISSEMENT
14,073,752
2,333,372
79.42%
9,209,458
-
-
720,332
3,320,197
3,157,230
GIE-USCC
2,185
-
15,300,000
-
54.53%
8,343,090
-
-
29,915,068
COOPAMAT
4,000,000
1,008,295
100.00%
4,932,325
151,963,311
-
79,255,649
72,845
-
BATINOREST
9,065,000
21,354,000
94.88%
16,708,004
7,021,393
-
59,706,008
1,785,000
725,214
SICOMI-COOP
4,573,800
4,504,166
51.70%
4,294,780
31,911,375
61,006
151,880
207,028
14,404,294
-
-
II - MINORITY INVESTMENTS
(10% TO 50% OF THE SHARE CAPITAL
HELD BY THE COMPANY)
ESFIN
38,277,228
3,146,453
37.58%
15,228 844
-
-
720,280
670,175
BISE (ESTIMATE)
21,248,313
8,442,000
46.66%
19,881,805
-
-
30,074,610
328,000
-
IRD - (EX SDR NORD PAS DE CALAIS)
26,604,677
14,304,000
28.92%
5,652,172
148,602,875
-
1,282,219
840,000
403,636
4,499,593
109,163
-
476,487
4,445,025
-
-
104,130
B) GLOBAL INFORMATION CONCERNING
OTHER SUBSIDIARIES
OR INVESTMENTS
I - SUBSIDIARIES NOT MENTIONED IN § A
a) French subsidiaries (taken together)
b) Foreign subsidiaries (taken together)
II - INVESTMENTS NOT MENTIONED IN § A
a) French subsidiaries (taken together)
b) Foreign subsidiaries (taken together)
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STATUTORY
AUDITORS' GENRAL REPORT
FINANCIAL YEAR ENDED 31 DECEMBER 2005
Ladies and Gentlemen,
In fulfilment of the assignment entrusted to us by your General
Meeting, we present to you below our report on the financial year
ended 31 December 2005 concerning:
• the audit of the annual financial statements of the Crédit Coopératif
S.A., as attached to this report;
• the evidence and arguments substantiating our opinions; and
• the special checks and disclosures required by law.
The annual financial statements were drawn up by your Board of
Directors.
It is our task, on the basis of our audit, to express an opinion on those
financial statements.
I - OPINION ON THE ANNUAL
FINANCIAL STATEMENTS
We performed our audit in accordance with accounting principles and
standards applicable in France; these principles and rules require us to
perform investigations so as to obtain reasonable assurance that the
annual financial statements are free from material misstatement. An
audit includes examining, on a test basis, the evidence substantiating
the data contained in these financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made for drawing up the financial statements, as well as
evaluating their overall presentation. We believe that our audit
provides a reasonable basis for our opinion, as expressed hereafter.
We hereby certify that the annual financial statements, viewed in the
light of French accounting rules and principles, are properly drawn up,
accurate and give a true and fair view of the net income from operations for the financial year ended and of the financial position and net
assets of the company at the end of that financial year.
Without qualifying the opinion given above, we wish to draw your
attention to Note I.1 in the notes to the financial statements, setting
out the changes in the accounting treatment of credit risks according
to CRC regulation no. 2002-03, to provisions for staff commitments
further to CRC recommendation no. 2003-R01 and the componentbased approach to assets according to CRC regulation no. 2002-10.
II - EVIDENCE SUBSTANTIATING
OUR ASSESSMENT
• awareness and testing of the procedure used by the company to
identify and estimate the associated risks
• an independent estimate compared to that performed by the
company
• an examination of subsequent events that support the estimate.
• Your company holds positions in securities and in derivative financial
instruments. Note I.3 to the financial statements sets out the
accounting principles and methods used for securities and financial
instruments, and in particular the valuation methods. On the basis of
the information available to us, we assessed the approaches taken by
your company and conducted tests to verify these methods.
Our assessments as given in the foregoing are consistent with our
approach in auditing the annual financial statements as a whole, and
therefore contributed to the forming of our opinion as expressed in the
first part of this report.
III - SPECIAL CHECKS AND
INFORMATION
Also in accordance with professional standards applicable in France,
we conducted the special checks required by law.
The truth, fairness and consistency with the annual financial statements of the information given in the Management Report by the
Board of Directors and in the documents sent to members regarding
the financial position and annual financial statements call for no
comment on our part
Paris La Défense and Paris,
21 March 2006
KPMG Audit
A department of KPMG S.A.
Rémy Tabuteau
Partner
Sofideec Baker Tilly
Pursuant to Article L.823-9 of the French Commercial Code relating to
the evidence substantiating our assessments, we should like to draw
your attention to the following points:
Changes in accounting treatment
• In our assessment of the accounting standards and principles
followed by your company, we satisfied ourselves as to the legitimacy
of the changes of accounting method above-mentioned and of the
presentation made of them.
Pierre Faucon
Partner
Accounting estimates
• Your company sets aside provisions to cover the credit risks inherent
in its activities as described in note I.3 of the notes to the financial
statements. According to the information currently available, our
assessment of these provisions was based on:
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Christian Alibay
Partner
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STATUTORY
AUDITORS' SPECIAL REPORT
CONCERNING REGULATED AGREEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2005
Ladies and Gentlemen,
In our capacity as Statutory Auditors of your company, we are required
to present to you our report on the regulated agreements of which we
have been informed.
Agreements authorised during the financial year
Our task does not include ascertaining the existence of agreements,
but we are required to communicate to you, on the basis of the information supplied to us, the characteristics and essential terms of those
agreements notified to us, without our commenting on their
usefulness or expediency. It is your task, under Article 92 of the Decree
of 23 March 1967, to assess the usefulness of entering into these
agreements for the purpose of approving them.
We wish to inform you that we were notified of no agreement falling
within Article L 225-38 of the Commercial Code.
Paris La Défense and Paris,
21 March 2006
KPMG Audit
A department of KPMG S.A.
Rémy Tabuteau
Partner
SOFIDEEC Baker Tilly
Agreements approved in previous financial years which were
maintained in being during the financial year under review
Pursuant to the Decree of 23 March 1967, we were also informed that
the following agreements, approved in earlier financial years, remained
in effect in the financial year under review.
• Agreement with Ecofi-Investissements
for the making-available of resources
Nature and object
The agreement initially made between Efigestion and the Caisse
Centrale de Crédit Coopératif on 24 November 1990 was extended by
an agreement signed on 13 December 2004, to take account of the
absorption-mergers that had occurred within the Group. Accordingly,
Crédit Coopératif is maintaining in being the undertaking to provide
Ecofi-Investissements with the resources – particularly staff, premises
and equipment – necessary for the latter’s operations.
Pierre Faucon
Partner
Christian Alibay
Partner
Terms
The amounts re-invoiced for this purpose in the 2005 financial year
totalled € 767,727.
We conducted our audit in accordance with professional standards
applicable in France; these standards require us to conduct investigations so as to verify the concordance of the information notified to us
with the underlying documents from which it was derived.
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MANAGEMENT REPORT
OF THE CRÉDIT COOPÉRATIF GROUP
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2005 was notable for significant
progress in the projects and business
of the Crédit Coopératif group.
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CAP 2008
– GROWING TOGETHER –
CRÉDIT COOPÉRATIF’S
MEDIUM-TERM PLAN
Crédit Coopératif’s first medium-term plan was submitted to its Board
of Directors on 17 June 2005 before being presented to all staff within
the group. This plan, intended to outline the future of the Crédit
Coopératif group as a whole, sets development objectives for the
period 2006 to 2008. It also provides the foundations for the Banque
Populaire group’s Strategic Plan implemented over the course of the
financial year.
It was prepared with input from working groups comprising over one
hundred of the group’s staff.
The plan considers the following issues:
• an adverse macroeconomic environment
• an intense competitive environment
• increasing expectations of member-customers
obliging us to increase our internal efforts to guarantee continued
profitability (net banking income and productivity) taking advantage of
internal margins for manoeuvre.
Crédit Coopératif’s mission is as follows:
“A different kind of bank, proud of its values and cooperative
commitment which, thanks to the support of its members and
employees, uses its innovative skills and profitability to promote a social
market economy with full consideration for the company and solidarity.
Building partnerships in France and Europe to promote this aim, it is the
bank of controlled utopias. The Crédit Coopératif is spearheading this
strategy within the Banque Populaire group”.
Four aims have been defined:
1. an essential player in our target markets and a developer of new
areas
2. partnerships: the driving force in our development
3. to develop operational performance to support our projects
4. to organise and enlist skills to act together and an opportunity: to
work in collaboration with the Banque Populaire group.
Working groups have been set up to prepare for the implementation of
the Medium-Term Plan, focusing on:
- re-engineering the credit line
- a multi-channel policy
- human resources
- partnerships
- improving productivity.
Regular progress reports are presented to the Board of Directors.
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CONSOLIDATED BUSINESS
The consolidation scope of the Crédit Coopératif group has been
widened to include all credit institutions that have signed an association agreement with the Crédit Coopératif; making a total of 15 credit
institutions, among them Edel and Batinorest.
The figures below are based on this consolidation scope:
FUNDS COLLECTED – BANKING RESOURCES
(excluding related accounts payable)
The total amount of banking resources and assets under management
in UCITS reached 11.7 billion euros at the 2005 financial year-end, an
increase of 13.1% in comparison with 31 December 2004.
Customers’ banking resources, including negotiable debt securities (but
excluding securities sold on repo) reached 5.9 billion euros at 31
December 2005 compared with 5.5 billion euros at 31 December 2004.
Broken down by resource category, sight deposits grew by 11.4%,
savings grew 15.8% and remunerated resources increased by 2%,
including negotiable debt securities.
Management: Major Risks and IT Security Committees. This top-down
monitoring system ensures the relevance, consistency and permanence of the supervisory arrangements.
All the procedures set out above are explained for members in the
annual report of the Chairman of the Board of Directors on the
internal control procedures of the Crédit Coopératif.
In coordination with the project managed by the Banque Fédérale des
Banques Populaires, the Crédit Coopératif is conducting a large-scale
project to integrate in its organisation and tools the principles laid
down by the new Basle II agreement. The key players in the project are
the IT and risk teams. The first operational phase began in 2005.
The new regulation, CRBF 97-02 amended, which came into force for
internal control procedures from 1 January 2006, led to the definition
at the end of 2005 of a new internal control arrangement for the
Crédit Coopératif group. This involves separating audit activities
completely from permanent control based on lines controlling risks
according to their type: credit, markets, operational, compliance.
CREDIT RISKS
Approval of commitments
LOANS
(excluding related receivables)
New investment loans to customers of the Crédit Coopératif and its
subsidiaries amounted to 1,012 million euros, over 24% up on 2004.
Total loans to customers reached 5.1 billion euros, 11.8% higher, thanks
to the buoyancy of medium- and long-term loans (+11.1%).
Off-balance-sheet commitments on behalf of customers (opening of
confirmed credit facilities, deposits and guarantees) reached
2,811 million euros at 31 December 2005 compared with 2,405 million
euros at 31 December 2004.
MEASURING THE RISKS
OF THE CRÉDIT COOPÉRATIF GROUP
CONTROL OF RISKS
The control of the risks of the Crédit Coopératif is based on principles
of organisation and arrangements which are part and parcel of the
fundamental principles of banking management, as enacted in
Regulation 97-02 of the Comité de la Réglementation Bancaire et
Financière [French banking and financial regulation committee].
These principles and arrangements are embodied in an internal control
charter approved by the Audit Committee. This charter conforms to the
one drawn up for the Banque Populaire group, and:
• ensures strict independence of risk business lines from operational
line managements
• requires that each unit have within it an internal control
arrangement covering each type of risk.
The situation as regards the risk control and assessment arrangement
is reported at regular intervals to different dedicated committees. The
main committees are those of the Board of Directors: Audit and Risks
Committees and operation committees reporting to Executive
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Each credit decision is based on identical principles, regardless of the
Crédit Coopératif group institution involved.
• every commitment requires prior authorisation
• authorisations are given by the head office or by the branches under
appropriate delegations of powers that depend on the type and
amount of facilities applied-for
• credit requests are set up on the basis of a structured file adapted
depending on the type of customer in question.
• the Commitments Department is responsible for analysing the files
within its remit and for checking decisions made by the branches. It
acts in full independence of the sales/marketing business lines. It
conducts sectoral studies and ensures consistent application of the
credit policy defined by General Management.
• authorisations lapse after not more than twelve months, and accordingly, the situations are reviewed at least annually
Risk control
A tiered scheme is used to closely monitor credit risk.
The branches have information tools for daily checking of compliance
with authorisations.
This monitoring is supplemented by second-level controls performed
on each loan file individually, by the Commitments Department, using
its own specific alarm procedures. At least once a month, all positions
that have overrun their limits are reviewed through exchanges of
information with each of the branches. These controls are themselves
supplemented by missions performed by the Group General Inspection
Department acting on behalf of General Management
Loan files with difficulties are monitored at a “difficult-business
committee” that meets each week and decides, along with the
technical units, the guidelines to follow.
An internal rating is given to each customer. This rating is based on the
analysis of the intrinsic quality of the customer and on the nature of
the facilities outstanding, and of the security. The rating tracks
changes in the quality of the customer business. It is a major
instrument in guiding credit policy.
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General Management is informed by means of a detailed report on:
• the overall trend in the quality of loans outstanding
• the quality of the largest loans outstanding
• the detailed situation of customers with loans outstanding of more
than 380,000 euros that have overrun their authorisation limit.
Qualitative breakdown of the loans portfolio
at 31/12/2005
Ordinary risk
32.6%
Poor risk
1.4 %
Recovery
proceedings
contemplated
0.1%
Very good quality
7.2%
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The risk borne by the Crédit Coopératif as part of its stock market
activities include the purchase of private bonds held in the investment
portfolio for less than two/three years and positions in financial
markets.
While these risks are still limited, the policy has been more proactive in
comparison with 2004. The Crédit Coopératif has decided to position
itself directly or via UCITs on a portfolio of French and international
shares. Exposure to alternative management has also been
strengthened.
These decisions have helped to increase results for financial activities.
A middle-office unit performs the necessary controls and submits the
valuation results at very frequent financial committee meetings.
INTEREST-RATE AND LIQUIDITY RISKS
Good quality
58.7%
In coordination with the teams of the Banque Fédérale des Banques
Populaires, the Crédit Coopératif is involved in a major project to install
the technical environment and organise risk monitoring for loans in
accordance with the principles set out in the new Basle II agreement.
The project entered an operational phase in 2005. A large proportion
of our customer base has already been rated using new credit tools
based on this new approach to risks.
The Basle II rating system systemises the rating of customers based on
objective financial and economic information. Ratings for major
(“corporate”) customers are reviewed by the manager at least once a
year. Ratings for other customers (“retail”) are reviewed every month.
This new environment is strengthening management of credit risks
and is giving the Crédit Coopératif more accurate information on its
customers, allowing it to conduct more detailed analyses of its
portfolio.
The Crédit Coopératif faces interest-rate and liquidity risks in
connection with its ordinary activity of collecting resources and
distributing loans to customers.
Two methods are used to measure interest-rate risk. The first is based
on fixed-rate impasses in which all the employments and sources in
the balance sheet and off-balance-sheet statement are scheduled
either according to their contractual provisions (loans, e.g.), or
according to a schedule based on statistical analyses that measure the
actual behaviour of our customers (sight deposits and savings
accounts). In order to reduce the interest-rate risk, a long-term
investment portfolio is built up.
The second method is the one used by the Banque Fédérale des
Banques Populaires and consists of setting limits on changes in the
earning power and interest-rate margin according to a number of
interest-rate behaviour scenarios
An ALM (assets/liability matching) committee defines the financing
and risk-hedging policies.
As regards liquidity risk, the Crédit Coopératif is structurally a lender
on the interbank market and collects resources for the purposes of its
activity and requirements.
The liquidity risk is measured on the basis of a crisis scenario in which
outstanding amounts for collection fall by between 10% and 25% over
one year and short-term outstanding amounts for collection increase
by between 30% over one year. Limits are set whereby the resources
must cover at least 80% of employments for the next six months and
for year N+4.
Sectoral breakdown of the loans portfolio
at 31/12/2005
OPERATING RISKS
Miscellaneous associations
1%
Business
31 %
Distribution
23 %
Communities
trade unions
mutual insurance
2%
Institutionnels
1%
Social housing
5%
Fisheries and food
2%
Medical and
Social Assoc.
22 %
Individuals
8%
leasure, cultural
Assoc.
3%
Education
and Training
Associations
2%
Regulation 97-02 defines operating risks as “the risk arising from the
unsuitability or failure of procedures, persons or internal systems or
external events”. The Basle committee considers operating risk when it
calculates the future solvency ratio.
To meet these new requirements, the Banque Populaire group has
drawn up an operational risk charter which sets out three main aims
for the operating risks line:
• Prevention of operating risk
• Contribution to the management of these risks
• Continuous monitoring.
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The Crédit Coopératif has signed up to this charter and is revising its
organisation to meet both the new regulatory provisions that came
into force on 1 January 2006 and to fulfil its various control tasks.
Thus, part of the permanent control team set up in 2004 was allocated
specifically to operating risks in 2005. It is supported by a network of
internal control agents in the operational units. Two projects were
launched in 2005 in line with the Banque Populaire group’s actions:
mapping of operating risks, gathering of losses in order to create a
data history. A first series of loss data was gathered in 2005.
A complete inventory of processes was carried out in coordination
with the unit responsible for the Activities Continuity Plans. This will
be used as the base for the mapping work.
In addition, the team was entrusted with the task of centralising
reporting for operational units and for monitoring the recommendations set out in the audit reports.
Responsibility for setting up and monitoring the Activities Continuity
Plans has been entrusted to another team. Two working scenarios have
been selected: long-term unavailability of the information system
and/or unavailability of head office premises.
Activities were then mapped on the basis of these scenarios. This
allowed us to draw up an inventory of the existing situation and
requirements in order to assess the number of emergency workstations for each activity. Operational and decision-making crisis cells
were created. Exercises were carried out to check the correct operation
of the emergency and back-up sites. Finally, procedures for ensuring
the continuity of essential activities were drawn up.
Work on drafting procedures will continue in 2006, along with new
tests and the setting up of a maintenance process for continuity plans.
62
COMPLIANCE
The risk of non-compliance is defined as “the risk of legal, administrative or disciplinary penalties, significant financial loss or damage to
reputation resulting from failure to adhere to provisions relating
specifically to banking and financial activities, whether legislative or
regulatory in nature, and whether these concern professional or
ethical standards or instructions from a management body taken, in
particular, according to the directions set by the deliberating body”.
In practical terms, the application from 1 January 2006 of the
amended regulation CRBF 97-02 is currently being implemented
according to the organisational principles of the Banque Populaire
group.
According to this objective, a team dedicated to non-compliance risk
has been set up and will be deployed progressively over the course of
2006, undertaking preventative action and ongoing monitoring of
non-compliance risk, focusing on three main areas:
ethics and adherence to professional standards, prevention of money
laundering and fraud, and legal compliance.
To step up its action in combating money laundering and respond to a
tighter regulatory and legal context in the fight against crime and
terrorism, the Crédit Coopératif group has adapted its organisation
and resources. A dedicated unit is in charge of all these aspects. This
unit ensures the performance, monitoring and awareness of staff and
the upgrading of tools and procedures in accordance with the
regulation.
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OF INSTITUTIONS
ARCHITECTURE OF THE GROUP
The Crédit Coopératif’s business activities are supported by three types
of operation:
> Direct subsidiaries, companies in which it holds most, or even all, of
the capital.
> Associated institutions, to which it is linked by an original
agreement.
> Partnership-based investments in subsidiaries with which it
conducts business.
When it became a société coopérative anonyme de Banque Populaire
(social-banking cooperative in the form of a public limited company)
in 2003, the Crédit Coopératif lost its status as central body. In view of
the former close relationships with the group’s former affiliated
companies and to allow these businesses to continue and develop in
the best possible conditions, an association agreement was signed
with the full agreement of the Commission Bancaire [Banking
Commission], the Comité des Etablissements de Crédit et Entreprises
d’Investissement (CECEI – Committee for credit institutions and
investment undertakings)..
Under the terms of this agreement, which replaces the affiliation to a
certain extent, the Crédit Coopératif guarantees the solvency and
liquidity of its former affiliates, now referred to as “associates” and
provides them with administrative and technical support.
This agreement has been signed by both the Crédit Coopératif’s direct
subsidiaries and non-subsidiary associates. It does not include, on the
other hand, partnership-based investments in subsidiaries.
PROGRESS
REPORT ON SUBSIDIARIES
BTP BANQUE
The Banque du Bâtiment et des Travaux Publics is a business bank and
the banking partner of thousands of companies in its specialist sectors
of building and civil engineering. Established in 1919 at the initiative
of the trade associations for building and civil engineering, it works in
close cooperation with professional organisations. Its strong partnerships with the profession are demonstrated by the composition of its
Board of Directors. In France, it is the specialist bank for these sectors,
serving its corporate and institutional customers through a network of
32 branches. The capital of this public limited company, which became
part of the Crédit Coopératif group in 1996, is held by Crédit
Coopératif and the two companies are also linked by an association
agreement. It employs 167 staff.
PRESIDENT OF THE BOARD OF DIRECTORS
François Desportes
VICE PRESIDENT
Christian Baffy
DIRECTORS
• Jean-Pierre Roche *
• Fédération Française du Bâtiment (French building trades
association) Pierre Possémé
• Caisse Nationale de Surcompensation du Bâtiment & des Travaux
Publics de France (French national compensation fund for the
building and civil engineering sectors) Jean-Jacques Raub
• Fédération Nationale des SCOP du Bâtiment et des Travaux Publics
(national federation of workers’ cooperatives for the building and
civil engineering sectors) Jacques Petey
• Fédération Française du Bâtiment - Paris IDF Region
Georges Rigaud
• Caisse de Congés Payés du Bâtiment – Paris Region (holiday
insurance fund for the building sector) Michel Sénéchal
• Société Mutuelle d’Assurance du Bâtiment et des Travaux Publics
(mutual insurance fund for the building and civil engineering sector)
Alain Sionneau
• Crédit Coopératif Jean-Claude Detilleux
• Coopamat Jean-Michel Santerne
• Inter-Coop Philippe Jewtoukoff
• BTP Capital Investissement Gérard Matheron
• ECOFI Investissements Eric Marcombes
DIRECTORS REPRESENTING EMPLOYEES
Danielle Sawka
Richard Gava
MANAGING DIRECTOR
Claude Lavisse
DELEGATE MANAGING DIRECTOR
André Cadrot
COOPAMAT
Coopamat is a simplified share company with a capital of 4 million
euros. It is a subsidiary of the Crédit Coopératif to which it is also
linked by an association agreement. It provides finance leasing for
equipment and vehicles to SMEs and SMIs from all sectors and to
tradespeople and associations. The product, sold through the Crédit
Coopératif and BTP Banque networks has proved very attractive to
customers due to the flexible rates and the simplicity and the speed at
which it can be implemented. In 2005, its business amounted to 69.12
million euros.
PRESIDENT OF THE BOARD OF DIRECTORS
François Desportes
DIRECTORS
Jean-Claude Detilleux
Bernard Liébart
• Nord Financement Daniel Vangulick
• Confédération Générale des SCOP (CG Scop - confederation of
workers’ cooperatives) Jean Gautier
• Société de Garantie Coopérative et Mutuelle des Industries
Métallurgiques, Électriques et Connexes - Rhône-Alpes Region
(cooperative guarantee company for the metallurgical, electrical and
associated industries) (Somudimec) Gilles Ramillon
• Fédération Française du Bâtiment (FFB) Marie-Renée Bordeau
• Crédit Coopératif Philippe Jewtoukoff
• Inter-Coop Bernard Labrousse
• BTP Banque Claude Lavisse
• Sicomi-Coop Alain-Camille Jan
MANAGING DIRECTOR
Jean-Michel Santerne
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INTER-COOP
Inter-Coop is a real-estate finance leasing company dedicated to
professional real estate, focusing primarily on mass distribution,
members of SME-SMI cooperatives and associations. The capital of this
simplified share company, 4 million euros, is held by the Crédit
Coopératif to which it is also linked by an association agreement. In
2005, the company’s business increased by 21%.
PRESIDENT OF THE BOARD OF DIRECTORS
François Desportes
BOARD OF DIRECTORS
• Jean-Claude Detilleux
• Confédération Générale des Scop (CG. Scop) Jean Gautier
• Coopamat Bernard Labrousse
• Crédit Coopératif Philippe Jewtoukoff
• Fédération des Établissements Hospitaliers et d'Assistance Privés
(Fehap - Federation of employers of staff in private/not for profit
health and social care organisations ) Yves-Jean Dupuis
• Sicomi-Coop Bruno Maillard
• Société Coopérative pour la Rénovation et l'Équipement du
Commerce (Socorec - cooperative society for retailers’ renovation
and capital investment) Hervé Affret
• Société Financière de la Région Île-de-France (Sofirif – Ile de France
region finance company) Michel Mélé
• Société de Garantie Coopérative et Mutuelle des Industries
Métallurgiques, Électriques et Connexes - Rhône-Alpes Region
(Somudimec) Gilles Ramillon
MANAGING DIRECTOR
Jean-Michel Santerne
SICOMI-COOP
Since the disappearance of the Sicomi system (French real-estate
investment companies) in 1996, Sicomi-Coop has focused its activities
on managing its assets and extending previous operations. Inter-Coop
now handles the Crédit Coopératif’s real-estate finance leasing operations. Sicomi-Coop is an associated institution of the Crédit Coopératif.
PRESIDENT OF THE BOARD OF DIRECTORS
François Desportes
DIRECTORS
• Crédit Coopératif Philippe Jewtoukoff
• CG Scop Jean Gautier
• Conseil Gestion Finance des Coopératives de France
(French cooperatives’ financial management council) Jean Grave
• Fédération des Enseignes du Commerce Associé
(retail traders’ association) Philippe Antoine
• Inter-Coop Jacques Miet
• Socorec Hervé Affret
MANAGING DIRECTOR
Jean-Michel Santerne
ECOFI INVESTISSEMENTS
Ecofi Investissements is the Crédit Coopératif group’s third-party asset
management company. It manages UCITs (open or dedicated Sicavs
(corporate-status investment fund) and FCP mutual investment funds)
and mandates for institutional customers.
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* Subject to the ratification of the cooptation by the AGM.
This public limited company with a capital of 4.4 million euros is
owned by Crédit Coopératif. The funds managed by its 59 staff
represent over 7.5 billion euros. Its products are distributed directly
and through the Crédit Coopératif and BTP Banque networks.
Seeking to promote its customers’ long-term interests, Ecofi
Investissements provides long-term support and works with them to
implement solutions in line with their specific needs, taking account of
economic and regulatory developments.
PRESIDENT OF THE BOARD OF DIRECTORS
Jean-Jacques Raub
DIRECTORS
• André Béquart Honorary President
• Pierre Domin
• Banque du Bâtiment et des Travaux Publics Claude Lavisse
• BCV Finance (France) Gérard Déjardin-Verkinder
• Coopamat Bernard Labrousse
• Crédit Coopératif Bruno Maillard
• Ides Investissements François Soulage
• Fédération Française du Bâtiment - Paris/ Île-de-France Region
Nicole Cuvillier
• Fonds de Garantie des Assurances Obligatoires de Dommages
(compulsory damages insurance guarantee fund) Alain Bourdelat
• Inter-Coop Pierre Valentin
• Prima SA Jean Castagné
• Sicomi-Coop François Desportes
• Société Mutuelle d'Assurances - BTP (mutual insurance company)
Pierre-Louis Carron
• Syndicat des Entrepreneurs de Construction Paris / Île-de-France
(association of construction industry trades) Alain Tieles
• Union Centrale de Crédit Coopératif Jean Frébourg
EXTERNAL SUPERVISORS
• Fédération Française du Bâtiment Christian Baffy
• Caisse Nationale de Surcompensation du Bâtiment et des Travaux
Publics de France Claudine Metz
MANAGING DIRECTOR
Éric Marcombes
DELEGATE MANAGING DIRECTOR
Catherine Huguel
BTP CAPITAL INVESTISSEMENT
An 80%-owned subsidiary of the Crédit Coopératif, BTP Capital
Investissement is a venture capital company that invests equity capital
in SMEs in the building and civil engineering and associated sectors to
support their establishment, internal or external growth or transmission operations
Its expertise, the interests in its capital and presence on its board of
directors of industry representatives and the skills of its teams make it
a recognised player in its market. On 31 December 2005, its portfolio
consisted of 44 lines of interests or convertible bonds invested in 41
companies or corporate groups and a Fonds Commun de Placements à
Risque (French mutual venture capital investment fund).
PRESIDENT OF THE BOARD OF DIRECTORS
Dominique de Margerie
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DIRECTORS
• Crédit Coopératif Alain-Camille Jan
• BTP Banque Claude Lavisse
• Crédit Foncier Didier Dorgeret
• Oseo BDPME Daniel Venon
• Fédération Française du Bâtiment (FFB) Bernard Coloos
• Inter-Coop François Desportes
• UCCC Daniel Pelé
MANAGING DIRECTOR
Gérard Matheron
EXTERNAL SUPERVISORS
• Placoplâtre Jean-Pierre Clavel
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context and in partnership with FIP, the platform of Polish NGOs, it has
joined the Crédit Coopératif, Avise (socio-economic initiative
promotion agency) and the Italian Banca Etica in the Bureau Européen
de la Finance Sociale et Solidaire in Brussels (European bureau for
social and cohesive finance) founded by the German Bank für
Sozialwirtschaft.
PRESIDENT OF THE SUPERVISORY BOARD
Jacek Kochanowicz
PRESIDENT OF THE EXECUTIVE BOARD
Wlodzimierz Grudzinski
• SMA-BTP Pierre-Louis Carron
BATINOREST
Batinorest is the leading operator in the Nord/Pas-de-Calais regions in
investment financing for local companies, through both capital development loans and real-estate finance leasing. Supported by its 34
staff, in 2005 its activities represented 60 million euros of finance
agreements for around forty companies. It recently relocated to
Euralille, in the heart of Lille’s business district. This public limited
company, a 95%-owned subsidiary of the Crédit Coopératif, signed an
association agreement with the company in 2003.
PRESIDENT OF THE BOARD OF DIRECTORS
François Desportes
DIRECTORS
• Conseil Régional Nord Pas-de-Calais
(regional council of the Nord Pas de Calais region)
• Finorpa Jean-Marie Duvivier
• Richard Chabierski
• Richard Kurfürst
• Crédit Coopératif Alain Millaret
• Inter-Coop Jean-Michel Santerne
• Coopamat Philippe Bourillon
• BTP Banque Marc Baron
MANAGING DIRECTOR
Richard Kurfürst
BISE
Founded in 1990 by the Polish Ministry of Corporate Affairs and
Labour with the participation of Crédit Coopératif, the Banque
d'Initiatives Socio-Économiques (bank for socio-economic initiatives Bise SA) works in Poland with SMEs-SMIs, French companies or
French-Polish companies, associations, mutual societies, local
government, individuals and companies in the energy sector.
In 2004, it received a subordinated loan from the EBRD (European Bank
for Reconstruction and Development) for 8.4 million euros convertible
to shares.
In 2005, the Crédit Coopératif increased its shareholding in BISE to
46.6% during a capital increase.
BISE is the key partner of the Crédit Coopératif and the Banque
Populaire group in the enlarged Europe.
Through its venture capital subsidiary Tise, Bise is a member of the
European Federation of Ethical and Alternative Banks (FEBEA). In this
PROGRESS REPORT
ON ASSOCIATED NONSUBSIDIARY INSTITUTIONS
There are currently 14 Associated Institutions which are divided into
three categories:
• Bank (EDEL SNC)
• finance companies providing credit or finance leasing (CAISSE
SOLIDAIRE, GEDEX DISTRIBUTION, SOCIETE FINANCIERE DE LA NEF,
SOFINEF and SOCOREC).
• Finance companies providing guarantees (CMGM, NORD
FINANCEMENT, SOFIGARD, SOFINDI, SOFIRIF, SOFISCOP, SOFISCOP
SUD-EST, SOMUDIMEC and SOMUPACA).
Under the terms of an association agreement signed in 2003, in
agreement with the Supervisory Authorities, the Crédit Coopératif
guarantees the liquidity and solvency of each of these institutions.
It controls the regulatory, legal, administrative and financial aspects of
their organisation and management. In particular, it ensures their
compliance with the regulations governing the internal control of
credit institutions.
It provides the following main services:
• It acts as their intermediary with the Commission Bancaire [Banking
Commission] in relation to regulatory aspects and BAFI (database of
financial agents) declarations.
• It sends the Comité des Etablissements de Crédit et Entreprises
d’Investissement (CECEI – Committee for credit institutions and
investment undertakings) all information relating to approvals and
ensures compliance with statutory declarations.
• It acts as their intermediary with the Fonds de Garantie des Dépôts
[depositors’ guarantee fund] and, where applicable, with the
Autorité des Marchés Financiers (AMF – financial markets
authority).
• It is responsible for regulatory monitoring and provides legal
assistance where required. It provides accounting and prudential
supervision and support with these aspects.
Lastly, it monitors their activity and is usually a member of their
respective Boards of Directors or Supervisory Boards. The Crédit
Coopératif also provides the support of its own departments and
network to contribute, in the best mutual interest, to the coordinated
development of their activity.
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BANQUE EDEL
GEDEX DISTRIBUTION
The Banque Edel’s main customers are the members of the E. Leclerc
movement, their suppliers and consumers. It has developed a range of
products and services targeted specifically at distribution companies:
processing credit card payments, setting up cash dispensers, operating
loans, short-term investment products. It also works with individuals,
offering a special range of personal loans. SNC managed in partnership
with the E. Leclerc movement, Edel employs 103 staff. The Crédit
Coopératif holds 33.94% of the capital of this associated institution.
JOINT MANAGERS
Galec represented by Philippe Marquet and Benjamin Voisin
Crédit Coopératif represented by Tanneguy de La Fayolle
Gedex Distribution is a public limited company that was set up in
1975. It grants loans to members of its parent company, Gedex, a
cooperative of retail traders in the building materials and DIY
supplies sectors. In this respect, it is a member of the Fédération des
coopératives de commerçants (FCC – trade association of retail
cooperatives) and is associated with Socorec (cooperative society for
retailers’ renovation and capital investment). Gedex Distribution is an
associated institution of the Crédit Coopératif.
CAISSE SOLIDAIRE NORD PAS-DE-CALAIS
Established in 1997 in collaboration with the Nord/Pas-de-Calais
Region, the Caisse des Dépôts (depositors’ guarantee fund) and the
Crédit Coopératif, this cooperative institution collects local savings for
over two years, with low or no remuneration, to fund projects of high
social value (establishment of companies – usually by jobseekers,
support for associations). The Caisse Solidaire employs 8 staff and has
received state recognition as a “socially responsible company”. Its
products have been awarded the Finansol solidarity finance label. It is
an associate institution of the Crédit Coopératif.
DELEGATE MANAGING DIRECTOR
Gérard Mot
SOCOREC
Established in 1963, by an organisation of retail groups that has now
become the Fédération des Enseignes du Commerce Associé (FCA –
retail traders’ association), Socorec is a cooperative financial company
that helps its member retail traders to access funding, by providing
both loans and financial guarantees. Over the last forty years, its
experience and knowledge of its customers have made it a key partner
of retail trade groups and their members. Socorec is an associate institution of the Crédit Coopératif. It employs 20 staff.
PRESIDENT
Georges Frère
PRESIDENT OF THE BOARD OF DIRECTORS
Roger Thune
MANAGING DIRECTOR
Michel Bay
MANAGING DIRECTOR
Hervé Affret
DELEGATE MANAGING DIRECTOR
Nicolas Chaigneau
SOCIETE FINANCIERE DE LA NEF
Established in 1987 by the association Nef (new fraternal economy),
this financial institution aims to unite borrowers and savers in pursuit
of human values. It funds sustainable development projects of high
social and environmental value. This independent credit organisation
which employs 26 staff received state recognition as a “socially
responsible company” in 2003. Like the Crédit Coopératif, it is a
founding member of Finansol and the FEBEA (European Federation of
Ethical and Alternative Banks). An associate institution of the Crédit
Coopératif, the société financière de la Nef offers its own range of
savings products (capital subscription, term accounts and the new NEF
savings plan). Its partnership with the bank is also slightly unusual: it
offers a complete range of solidarity banking products to individuals
and corporate entities directly and through Crédit Coopératif’s branch
networks. It continued to grow rapidly in 2005, with over 14,000
members, confirming its position as the benchmark solidarity finance
company in France. It is one of the main users of the “Solidarity
Guarantee” mutual guarantee fund, set up within the FEBEA and
managed on its behalf by the Crédit Coopératif.
PRESIDENT OF THE SUPERVISORY BOARD
Philippe Leconte
PRESIDENT OF THE EXECUTIVE BOARD
Jacky Blanc
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PRESIDENT AND MANAGING DIRECTOR
Alain Guénée
CMGM
CMGM is the financial tool of the Fédération des Industries
Mécaniques (mechanical industries trade association) and its
44 member trade unions, in association with Gifas (French aerospace
industries association), the trade associations for the electrical and
electronic industries and the foundry sector.
CMGM is a cooperative mutual-guarantee company governed by the
law of 1917. It provides guarantees in French and export markets as
well as liquidity and pre-financing credit facilities. On 1 July 2004, it
extended its activities to include guarantees for investment funding in
SMIs. CMGM aims to develop its partnerships with other industry
federations and trade associations. It is an associated institution of the
Crédit Coopératif and employs 2 staff.
PRESIDENT OF THE BOARD OF DIRECTORS
Martine Clément
MANAGING DIRECTOR
Patrick Gérion
NORD-FINANCEMENT
This financial cooperative guarantees funding for industrial and service
SME-SMIs in the Nord/Pas-de-Calais region. It was set up in 1982 by
the Maison des Professions (trade association), now known as
Entreprise and Cites, a major association of trade organisations based
in Marcq en Baroeul. Nord-Financement employs 3 staff and is an
associated institution of the Crédit Coopératif.
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PRESIDENT OF THE SUPERVISORY BOARD
Henri Feltz
PRESIDENT OF THE EXECUTIVE BOARD
Bernard Lis
SOFIGARD
Sofigard is a financial cooperative for SMIs. Established in 1993 by the
MEDEF (French business confederation) for the Gard region, with the
assistance of the Perrier group, SOFIGARD aims to help the region’s
SMIs to access funding by providing them with a guarantee through
its mutual guarantee fund. Sofigard is an associate institution of the
Crédit Coopératif.
PRESIDENT OF THE SUPERVISORY BOARD
Michel Vindry
PRESIDENT OF THE EXECUTIVE BOARD
Bruno Mazoyer
SOFINDI
Established in 1987, the financial cooperative Sofindi guarantees
Crédit Coopératif loans to SMIs in the Poitou-Charentes region and to
companies in the “image” sector. It benefits from counter guarantees
from the region and its departments. It also operates in the Gironde
department, in the small business and service sectors. It is an
associated institution of the Crédit Coopératif.
PRESIDENT OF THE SUPERVISORY BOARD
Jean-Luc Maury-Laribière
PRESIDENT OF THE EXECUTIVE BOARD
Jean-François Vieira
SOFIRIF
Sofirif is a cooperative public limited company established in 1984 by
the Val d'Oise Groupement régional interentreprises (regional intercompany association) and the Cergy Pontoise GIE SACV, a major
cooperative association of service companies. It guarantees loans to
SMEs/SMIs and covers the entire Ile-de-France region. It is an
associated institution of the Crédit Coopératif and employs 3 staff.
PRESIDENT OF THE SUPERVISORY BOARD
Jean-Claude Monti
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SOFISCOP SUD-EST
Created in 1992 from the extension of Provence-Alpes-Côte d'Azur
(PACA) SCR to all SCOPs in the PACA and Rhône-Alpes regions,
Sofiscop South East is authorised to guarantee investment loans to
companies in these two regions. It is an associated institution of the
Crédit Coopératif.
PRESIDENT OF THE SUPERVISORY BOARD
Bruno Lebuhotel
PRESIDENT OF THE EXECUTIVE BOARD
Alain Portalis
SOMUDIMEC
UDIMEC, the Isere region Union départementale des industries métallurgiques, électriques et connexes (departmental union of metallurgical, electrical and associated industries), set up this cooperative
public limited company in 1977 to serve its SMI members.
SOMUDIMEC extended its guarantee business to SMIs in the Rhone
Alpes and Burgundy regions, followed by the Auvergne region in 2006.
It benefits from a partial counter guarantee from the Rhone-Alpes
region. It is an associated institution of the Crédit Coopératif and
employs 13 staff.
PRESIDENT OF THE SUPERVISORY BOARD
Jean-Paul Fénéon
PRESIDENT OF THE EXECUTIVE BOARD
Gilles Ramillon
SOMUPACA
Established in 1985 at the initiative of the Var and Vaucluse MEDEFs
(French business confederation), together with Udimental Bouches de
Rhone and more recently UIMM Cote d’Azur, the cooperative public
limited company Somupaca, SA guarantees loans for SMEs and SMIs in
the PACA region. It benefits from partial counter guarantee from the
region and departmental guarantee funds. It is an associated institution of the Crédit Coopératif and employs 2 staff.
PRESIDENT OF THE SUPERVISORY BOARD
Jean-Louis Picoche
PRESIDENT OF THE EXECUTIVE BOARD
Stéphane Vialettes
PRESIDENT OF THE EXECUTIVE BOARD
Michel Mélé
SOFISCOP
The Société financière des Scop is a cooperative public limited
company established in 1987 by the Union Régionale des Scop de
l'Ouest (western regional union of SCOPs (cooperative enterprises)). It
now covers the entire geographic area with the exception of the south
east. As the financial tool of the SCOP movement, it helps cooperative
companies in the production sector to access finance, by guaranteeing
loans and advising them on lending packages. Sofiscop is an
associated institution of the Crédit Coopératif.
PRESIDENT OF THE SUPERVISORY BOARD
Georges Lafarguette
PRESIDENT OF THE EXECUTIVE BOARD
Roland Legal
PROGRESS REPORT
ON PARTNERSHIP INTERESTS
ESFIN-IDES GROUP
Through its subsidiary Esfin, of which it is the main shareholder with
37.5% of the capital, the Crédit Coopératif has joined forces with its
partners in the social economy (mutual insurance companies,
Confédération Générale des Scop (confederation of workers’ cooperatives), FNMF (French mutual societies’ national federation)) to invest
equity capital in companies.
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Esfin holds, in particular with public authorities and the Caisse des
Dépôts, 33.5% of the Institut de Développement de l'Économie Sociale
(IDES – Institute of economic and social development) which provides
equity capital to companies in the cooperative sector.
Over the last few years, IDES, in which Crédit Coopératif holds a 5.20%
stake, has considerably expanded its activities and entered new sectors
such as craft cooperatives, organic distribution and general interest
cooperatives (SCIC - Sociétés Coopératives d'Intérêt Collectif). On
31 December 2005, IDES held an interest in almost 80 companies.
investment, and its entrance in 2005 to the intermediary housing
market, have provided the resources for a new development for the
benefit of the region through its specialist subsidiaries Croissance
Nord Pas-de-Calais, Batixis and Batixia.
Esfin also holds a 99% stake in Esfin Participations which invests
capital equity in SMEs, in particular companies involved in ethical and
sustainable development activities. On 31 December 2005, Esfin
Participations held interests in 43 companies.
The management company Esfin Gestion manages Ides’ and Esfin
Participations’ portfolios. This company also manages Fontanot
Participations, a French mutual risk investment fund (fonds common
de placement à risques) subscribed mainly by Esfin shareholders and
whose portfolio comprised 25 lines on 31 December 2005.
CROISSANCE NORD PAS-DE-CALAIS
- Esfin
PRESIDENT AND MANAGING DIRECTOR
François Soulage
RHONE DAUPHINE DEVELOPPEMENT
- Ides
PRESIDENT AND MANAGING DIRECTOR
François Soulage
- Esfin Participations
PRESIDENT AND MANAGING DIRECTOR
François Soulage
- Esfin Gestion
PRESIDENT OF THE SUPERVISORY BOARD
Jean-Claude Detilleux
PRESIDENT OF THE EXECUTIVE BOARD
Dominique de Margerie
PRESIDENT
Luc Doublet
MANAGING DIRECTOR
Marc Verly
Croissance Nord Pas-de-Calais provides investment capital to
unquoted SMEs in the Nord Pas-de-Calais region. It is the equity
capital investment arm for the Nord Pas de Calais IRD of which it is a
49%-owned subsidiary.
The Crédit Coopératif holds 3% of the company’s shares with the
Caisse des Dépôts et Consignations and regional banking institutions.
This development capital company was set up in 1974 with the Crédit
Coopératif as the main shareholder together with the Caisse des
Dépôts et Consignations, regional banking institutions and professional bodies.
Over the last few years, its business has grown steadily and its
profitability has been reflected in its regular dividend payments.
To fund its growth, in July 2005 it launched a fully subscribed capital
increase of almost 3 million euros, in which the Crédit Coopératif took
part to the tune of 668,600 euros.
SIFA
(SOCIETE D’INVESTISSEMENT FRANCE ACTIVE)
FRANCE ACTIVE GARANTIE
BANQUE POPULAIRE DE DEVELOPPEMENT
As the Banque Populaire’s development capital company, Banque
Populaire Développement invests capital in unlisted companies
throughout France.
The Crédit Coopératif became a shareholder in 2004, after investing
the balance of its shares in Sopromec Participations. At the end of
2005, it took part in a capital increase of 4.5 million euros and now
holds a 4.32% stake in the company.
FINANCE INSTITUTION FOR THE CINEMA
AND CULTURAL INDUSTRIES - IFCIC
CGI BAT
33.4%-owned by BTP BANQUE.
CAP WEST EQUITIES
IRD NORD PAS-DE-CALAIS
As the development body for France’s northern region, the IRD
(formerly the Société de Développement Régional du Nord Pas-deCalais) is the biggest independent investor in the region, with
62.5 million euros in consolidated equity capital. It is listed on the Paris
stock exchange and 29% of its shares are held by the Crédit Coopératif.
Guided by the fruitful partnership between the Crédit Coopératif and
trade and consular organisations, the IRD is an essential development
tool for companies and employment in the Nord Pas-de-Calais region.
The reorganisation of its activities in June 2004 to concentrate on its
two main businesses of investment capital and corporate real-estate
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SEFEA
The Ethical European and Alternative Financing Company (Sefea scarl)
is a cooperative company set up in Italy in 2002 by ten of the members
of the FEBEA - European Federation of Ethical and Alternative Banks –
including, in France, the Crédit Coopératif, Nef, Femu Qui and the
Caisse Solidaire du Nord Pas-de-Calais. It aims to provide equity capital
or medium- to long-term loans to support its members’ activities,
European projects and to develop the social and solidarity finance
sector in which it first began operations.
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Over the last three years, the SEFEA has invested or committed
2,700,000 euros, i.e. almost all of its capital, in a wide range of projects:
Fair trade SCOP, social cooperatives in the South of Italy with
Coopfond, farming cooperatives in Bosnia and in Kosova, Biocoop
stores in France, equity capital to partners in Belgium, Poland, and
many more.
Sefea has also provided 500,000 euros to the Solidarity Guarantee
mutual guarantee fund, a multi-country and multi-sector fund
managed by the Crédit Coopératif on behalf of Febea.
PRESIDENT
Fabio Salviato
VICE-PRESIDENT
Karol Sachs
MANAGER
Laura Foschi
AMOS ET CIE
The variable capital share limited partnership Amos et Cie provides
advice and engineering for actuarial aspects, analyses and financial,
marketing, organisational and strategic studies for mutual companies
according to the order of 21 April 2001, in particular for companies
involved in insurance and capitalisation operations. It helps them to
adapt to a rapidly changing environment.
SOFINEI
Société de FINancement des Entreprises d’Insertion (finance company
for companies involved in helping people return to the labour market),
a variable capital public limited company, was established in July 2005
with the support of the Crédit Coopératif and Ides. Credit Cooperatif
contributed 22.7% of the initial capital.
SOFINEI aims to provide companies in this sector with the resources to
consolidate and develop. To this end, it is currently launching a capital
increase through a public issue for 1.5 million euros, after approval
from the AMF (French financial markets authority) (no. 05-868 of
20 December 2005).
PRESIDENT OF THE SUPERVISORY BOARD
Marcel HIPSZMAN
PRESIDENT OF THE EXECUTIVE BOARD
Jean-Paul HELIO
EQUITY CAPITAL,
REGULATORY RATIOS
AND RATING
EQUITY CAPITAL
The Group’s equity capital (in the prudential sense) amounted to
783.8 million euros at end December 2005. That capital increased by
75.9 million euros over the financial year, equivalent to a rate of 10.7%.
Basic equity capital reached 616 million euros, raising its share in the
total to 78.6%. This capital increased by 93.4 million euros over the
year, i.e. a rate of 17.9%.
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REGULATORY RATIOS
The consolidated solvency ratio stood at 12.10% at end December
2005 as against a regulatory minimum of 8%.
The equity capital and permanent resources ratio measures the
coverage of employments at more than 5 years’ maturity by equity
capital and resources with a residual maturity in excess of 5 years. At
end 2005, the ratio for the Crédit Coopératif, the Group’s refinancing
body, increased to 66.24%, set against a minimum requirement of
60%.
As regards liquidity, the Group is structurally in surplus. The liquidity
ratio exceeds the requirement laid on each of the institutions (100%).
At end 2005, the liquidity ratio of the Crédit Coopératif was 192%, and
for BTP Banque, 226%.
For purposes of controlling major risks, the regulations set the
following limits:
- 25% of equity capital for risks borne in respect of a given beneficiary
- 8 times the amount of equity capital for the total of commitments
which, per beneficiary, exceed 10% of equity capital.
The Crédit Coopératif group has developed a wide dispersion of risks,
so that no weighted unit commitment for a single beneficiary exceeds
10% of its equity capital.
RATING
The Crédit Coopératif group has benefit of the rating of the Banque
Populaire group, namely:
- Moody’s: short term P-1, long term: Aa3
- Standard & Poor’s: short term A+1, long term: AA-
RESULTS
(See table of intermediate operating totals)
NET BANKING INCOME
The net banking income for the group rose to 287.8 million euros at
31 December 2005, compared with 264.9 million euros in 2004, an
increase of 8.6%, this result is particularly satisfying in that this
performance is not based on irregular elements such as venture capital
products, for example.
For the managed institutions alone, the Crédit Coopératif and its
subsidiaries, and including urealised expense or income, net banking
income increased by 9.3%, reflecting the strong growth in business,
notable in both the collection (+10.6%) and the distribution of loans
(+7.7%, the highest score over the last few years).
Over the months, resources outstanding have increased at a steady
rate. The increase in jobs has been driven to a great extend by mediumand long-term loans which rose by 8.3% over the year, while shortterm and other similar loans increased by 5.3%.
The best score was recorded by the new investment loans which
experienced very dynamic growth this year, beating all records
(+24.5%).
The BTP Banque’s flagship activity of signature commitments also
continued to grow at a very favourable rate (+16.3%).
69
This excellent sales performance is even more remarkable in view of
the fact that it was not achieved to the detriment of margin rates,
which began to stabilise in the second quarter and maintained this
situation in the second half of the year. The growth in activities was
directly reflected by a substantial increase in the interest-rate margin,
which would have been higher if rates as a whole had not remained at
historically low levels.
Income from net commission was buoyant, despite the absence of any
major change in pricing policy. UCIT management fees were primarily
responsible for this performance.
The integration of the associated institutions, including Batinorest,
was reflected by an increase of 44.3 million euros in net banking
income compared with 41.2 million euros in 2004.
GENERAL EXPENSES
General expenses amounted to 214.9 million euros compared with
192.9 million euros in 2004, an increase of 11.4%.
General expenses for the consolidation basis formed by the Crédit
Coopératif and its subsidiaries were 179.5 million euros. In 2004, they
amounted to 163.2 million euros (+10%).
At 116 million euros, staff expenses for this consolidation basis rose by
9%. Investments for the future, around forty new staff, mainly
allocated to the networks, of course contributed towards the growth in
these expenses, as did annual salary reviews.
The VAT burden for rebilling by group institutions to BTP Banque, since
its departure from the group in 2005, also contributed to the general
increase.
Other management costs (including depreciation) amounted to 63.6
million euros, an increase of 11.8%. This increase is partly attributable
to one-off phenomena, at least in the long term, such as the
subscription paid to the Banque Fédérale des Banques Populaires being
progressively applied, expenditure which appeared wise to undertake
after the adoption of the budgets.
In addition to these charges is the increase in consumption resulting
from a period of major expansion.
General expenses for non-subsidiary associate institutions amounted
to 35.4 million euros, compared with 29.7 million euros in 2004. This
strong increase can be attributed to a particularly high level of exceptional expenditure.
GROSS OPERATING PROFIT
Gross operating profit came to 72.9 million euros compared with 72.0
million euros in 2004. The increase for the Crédit Coopératif group as
a whole was moderate (+1.3%), while the Crédit Coopératif and its
subsidiaries scored considerably higher (+3.4 million euros, an increase
of 5.6%).
COST OF RISK
Sums allocated to cost of risk increased to 19.8 million euros,
compared with 17.5 million euros in 2004.
2.8 million euros of this increase originated from associate institutions,
the cost of risk for the Crédit Coopératif and its subsidiaries fell by
0.5 million euros.
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RESULTS FROM COMPANIES CONSOLIDATED
ACCORDING TO THE EQUITY METHOD
All the companies consolidated according to the equity method made
a positive contribution, in contrast to 2004 when the result for BISE
resulted in a negative amount.
GAINS OR LOSSES ON CAPITAL ASSETS
In 2004, the transfer of the SOPROMEC shares to Banque Populaire
Développement resulted in a capital gain of 3.1 million euros.
Moreover, the foreign-exchange provision set aside against the depreciation of the zloty to cover the shareholding in BISE was wholly
written back (1.7 million euros).
GENERAL BANKING RISK RESERVE
Funds of 2 million euros were written to the general banking risk
reserve in 2005, bringing it to a total of 16.1 million euros at
31 December 2005.
Under the mutual-support mechanism of the Groupe Banque
Populaire, it includes the Fonds Régional de Solidarité (regional
solidarity fund), which represents an amount of 5.4 million euros.
NET INCOME ATTRIBUTABLE TO THE GROUP
The net income attributable to the group came to 34.2 million euros,
up by 10.8% in comparison with 2004.
PROSPECTS FOR 2006
2005 was a record breaking year, in terms of the buoyancy of business,
the growth in net banking income and the increase in expenditure,
much of which was represented by investment expenditure. However,
2005 was also a year of critical diagnosis, with strategic analyses
resulting in action plans to achieve medium-term objectives.
The resulting CAP 2008 project was submitted to the Board of
Directors for approval before being presented to all employees to
ensure that everyone is aware of the issues, challenges and their own
individual roles in bringing energies and skills to bear to turn our
ambitions into reality.
In fact, over the next three years, the Crédit Coopératif group intends
to differentiate itself even more and use a proactive approach and its
innovative skills for the benefit of its target customer segments which
share the values of solidarity and equity that have earned it a strong
place in the social economy.
The Crédit Coopératif has therefore decided to focus its efforts on
increasing the resources available to improve its efficiency, by
concluding and developing high-potential partnerships and by
exploring all available communication media to ensure high-quality
relationships with multiple partners.
In this respect, the technical renovation of the IT platform is providing
all staff with a modern and effective tool. Plans are also underway to
optimise usage of this platform to ensure maximum operational
service and commercial quality for the group’s current and future
customers.
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This also represents a considerable asset in the group’s resolutely held
strategy to significantly improve the productivity of all the resources
at its disposal. An appraisal and remuneration system that awards
performance has now been introduced for the benefit of the group’s
staff, a workforce characterised by their technical skills, motivation
and the quality of the relationships they have built up with their
partners and customers. Employees have also been given new workstations incorporating more operational and user-friendly features.
All the prerequisites are therefore in place to ensure that the group’s
investment efforts over the last few years on all levels, in particular,
human, IT, real estate, achieve their full potential, with better use of
current resources leading to strong growth in net banking income to
ensure the development of the operating ratio.
This is actually one of the more ambitious objectives of CAP 2008, an
essential requirement to provide the group with the financial solidarity
it needs to effectively serve its partners and customers, and thus
continue to regarded as the reference bank in the financial sector of
the social economy.
71
INTERMEDIATE OPERATING TOTALS AT 31 DECEMBER 2005
Interest received and similar income
Interest paid and similar expenses
(EUROS 000)
FINANCIAL YEAR
2005
FINANCIAL YEAR
2004
416,118
239,285
364,128
196,538
-
Sub-total – interest margin
Income from variable-income securities
Net commission
Net income from trading and short-term investment portfolios
Other net operating income/losses
176,833
3,918
85,326
14,296
7,420
167,590
3,167
78,623
12,172
3,349
287,793
2 6 4 , 9 01
General operating expenses, depreciation
and provisions
- Staff expenses
- Other administrative expenses
- Depreciation and provisions
214,898
131,137
71,461
12,300
192,909
119,149
61,520
12,240
Operating ratio
G R O S S O P E R AT I N G P R O F I T
74.67%
72,895
72.82%
71 , 9 9 2
NET BANKING INCOME
Cost of risk
-
N E T O P E R AT I N G I N C O M E
Share in net income of companies consolidated according to the equity method
Net income/loss from capital assets
Net extraordinary income/loss
Corporation tax
Transfer to/Reversal from goodwill on acquisition
Appropriation to/Reversal from General Banking Risk Reserve
and Regulated Reserves
Minority shareholders’ interest
N E T I N C O M E AT T R I B U TA B L E TO G R O U P
19,795
-
5 3 , 10 0
-
N E T O P E R AT I N G I N C O M E B E F O R E TA X
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-
3,248
172
17,537
54,455
-
56,176
628
4,426
58,253
-
2
17,264
408
-
587
17,820
408
-
2,023
2,328
-
3,766
4,858
34,155
3 0 , 81 4
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FINANCIAL ELEMENTS
OF THE CONSOLIDATED ACCOUNTS
BALANCE SHEET – OFF-BALANCE SHEET
NOTES
STATUTORY AUDITORS’ REPORT
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BALANCE SHEET AT 31 DECEMBER 2005
(EUROS 000)
FINANCIAL YEAR
2005
FINANCIAL YEAR
2004
INTERBANK OPERATIONS AND SIMILAR
CASH, CENTRAL BANKS, CCP POSTAL-GIRO ACCOUNTS
GOVERNMENT STOCK AND SIMILAR SECURITIES
RECEIVABLES FROM CREDIT INSTITUTIONS
1,442,811
83,832
519,711
839,268
1,763,603
117,409
449,786
1,196,408
OPERATIONS WITH CUSTOMERS
TRADE CREDIT
OTHER LOANS TO CUSTOMERS
OVERDRAFTS ON CURRENT ACCOUNTS
4,320,900
413,121
3,542,219
365,560
3,750,180
344,608
3 077,119
328,453
913,493
916,674
2,075,816
1,772,736
303,080
1,776,891
1,502,756
274,135
151,389
135,292
101,866
91,691
49,523
43,601
TANGIBLE AND FIXED ASSETS
83,009
81,259
GOODWILL ON ACQUISITION
5,680
6,014
234,573
86,384
148,189
187,635
60,196
127,439
9,227,671
8,617,548
FINANCING COMMITMENTS
COMMITMENTS IN FAVOUR OF CREDIT INSTITUTIONS
COMMITMENTS IN FAVOUR OF CUSTOMERS
613,787
10,000
603,787
478,771
GUARANTEE COMMITMENTS
COMMITMENTS ON BEHALF OF CREDIT INSTITUTIONS
COMMITMENTS ON BEHALF OF CUSTOMERS
2,212,661
5,404
2,207,257
1,938,214
12,323
1,925,891
64,070
19,500
64,070
19,500
ASSETS
FINANCIAL LEASE OPERATIONS AND SIMILAR
OPERATIONS ON SECURITIES
BONDS AND OTHER FIXED INCONE SECURITIES
SHARES AND OTHER VARIABLE INCOME SECURITIES
FINANCIAL ASSETS
SHARES AND INTERESTS IN ASSOCIATE COMPANIES
AND OTHER LONG-TERM SECURITIES
SHARES IN AFFILIATE UNDERTAKINGS CONSOLIDATED ACCORDING
TO THE EQUITY METHODE
ACCRUAL ACCOUNTS AND MISCELLANEOUS ASSETS
OTHER ASSETS
ACCRUAL ACCOUNTS
TOTAL ASSETS
OFF-BALANCE SHEET STATEMENT
COMMITMENTS BY THE GROUP
COMMITMENTS RELATING TO SECURITIES
SECURITIES ACQUIRED ON REVERSE REPO
OTHER COMMITMENTS BY THE GROUP
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478,771
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924,231
1,165,775
OPERATIONS WITH CUSTOMERS
REGULATED SAVINGS ACCOUNTS
OTHER LIABILITIES
4,140,431
750,217
3,390,214
3,313,020
647,774
2,665,246
LIABILITIES IN THE FORM OF SECURITIES ISSUED
2,804,603
2,830,484
426,784
255,770
171,014
472,369
266,043
206,326
1,528
1,495
38,407
38,880
242,709
237,438
GENERAL BANKING RISK RESERVE
16,147
14,124
MINORITY INTERESTS
IN RESERVES
IN NET INCOME
95,684
93,356
2,328
93,445
88,587
4,858
537,147
291,009
45,133
450,518
232,780
45,133
166,850
34,155
141,791
30,814
9,227,671
8,617,548
FINANCING COMMITMENTS
COMMITMENTS RECEIVED FROM CREDIT INSTITUTIONS
127,720
127,720
85,369
85,369
GUARANTEE COMMITMENTS
COMMITMENTS RECEIVED FROM CREDIT INSTITUTIONS
382,362
382,362
291,868
291,868
1,306
24,500
1,306
24,500
INTERBANK AND SIMILAR OPERATIONS
ACCRUAL ACCOUNTS AND OTHER LIABILITIES
SUNDRY LIABILITIES
ACCRUAL ACCOUNTS
GOODWILL ON ACQUISITION
PROVISIONS FOR CONTINGENCIES AND LOSSES
SUBORDINATED DEBT
EQUITY CAPITAL (EXCL. GENERAL BANKING RISK RESERVE)
CAPITAL SUBSCRIBED
SHARE PREMIUM ACCOUNT
CONSOLIDATED RESERVES, REVALUATION RESERVE, TRANSLATION DIFFERENCE,
GOODWILL ON EQUITY-METHOD CONSOLIDATION
NET INCOME/LOSS FOR THE YEAR
TOTAL LIABILITIES
F
(EUROS 000)
FINANCIAL YEAR
2005
LIABILITIES
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OFF-BALANCE SHEET
COMMITMENTS RECEIVED
COMMITMENTS RELATING TO SECURITIES
SECURITIES SOLD ON REPO
OTHER COMMITMENTS RECEIVED
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PUBLISHED INCOME STATEMENT
PERIOD FROM 1 JANUARY TO 31 DECEMBER 2005
(EUROS 000)
FINANCIAL YEAR
31/12/2005
FINANCIAL YEAR
31/12/2004
INCOME AND EXPENSES FROM BANKING OPERATIONS
INTEREST RECEIVED AND SIMILAR INCOME
+
416,118
+
364,128
25,830
24,202
INTEREST AND SIMILAR INCOME
ON OPERATIONS WITH CUSTOMERS
216,521
202,627
INTEREST AND SIMILAR INCOME ON BONDS
AND OTHER FIXED-INCOME SECURITIES
133,436
91,149
40,331
46,150
INTEREST AND SIMILAR INCOME
ON OPERATIONS WITH CREDIT INSTITUTIONS
INCOME RECEIVED FROM FINANCE LEASING TRANSACTIONS AND SIMILAR INCOME
OTHER INTEREST AND SIMILAR INCOME
INTEREST PAID AND SIMILAR EXPENSES
-
239,285
-
196,538
INTEREST PAID AND SIMILAR EXPENSES ON OPERATIONS
WITH CREDIT INSTITUTIONS
38,617
37,781
INTEREST PAID AND SIMILAR EXPENSES ON OPERATIONS
WITH CUSTOMERS
37,284
25,774
163,384
132,983
INTEREST PAID AND SIMILAR EXPENSES ON BONDS
AND OTHER FIXED-INCOME SECURITIES
EXPENSES ON FINANCE-LEASING OPERATIONS AND SIMILAR EXPENSES
OTHER INTEREST PAID AND SIMILAR EXPENSES
INCOME FROM VARIABLE-INCOME SECURITIES
+
3,918
+
3,167
COMMISSION INCOME
+
135,850
+
129,663
COMMISSION EXPENSES
-
50,524
-
51,040
TRADING-PORTFOLIO GAINS
OR LOSSES
2,977
1,743
NET GAIN ON OPERATIONS IN TRADED SECURITIES
1,444
455
NET GAIN/LOSS ON FOREIGN-EXCHANGE OPERATIONS
659
124
NET LOSS ON TRANSACTIONS IN DERIVATIVE FINANCIAL INSTRUMENTS
874
1,164
11,319
10,429
GAINS OR LOSSES ON PORTFOLIO-INVESTMENT
AND SIMILAR TRANSACTIONS
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COMPTE DE RÉSULTAT PUBLIABLE
PÉRIODE DU 1 ER JANVIER AU 31 DÉCEMBRE 2002
(EUROS 000)
FINANCIAL YEAR
31/12/2005
OTHER INCOME FROM BANKING OPERATIONS
+
+
11,700
OTHER INCOME
OTHER BANK OPERATING EXPENSES
11,700
FINANCIAL YEAR
31/12/2004
-
Other expenses
4,280
5,850
5,850
-
2,501
4,280
2,501
NET BANKING INCOME
287,793
264,901
GENERAL OPERATING EXPENSES
202,598
180,669
131,137
119,149
71,461
61,520
STAFF EXPENSES
OTHER ADMINISTRATIVE EXPENSES
DEPRECIATION, AMORTISATION AND
PROVISIONS ON INTANGIBLE AND TANGIBLE
FIXED ASSETS
-
GROSS OPERATING PROFIT
COST OF RISK
12,300
-
72,895
-
NET OPERATING INCOME
19 795
71,992
-
53,100
3,248
SHARE IN NET INCOME/LOSS OF SUBSIDIARIES CONSOLIDATED ACCORDING TO THE EQUITY METHOD
NON-FINANCIAL SUBSIDIARIES
2,200
FINANCIAL SUBSIDIARIES
1,048
12,240
17,537
54,455
-
628
1,628
-
2,256
-
172
4,426
GAINS OR LOSSES ON INTANGIBLE AND TANGIBLE FIXED ASSETS
-
98
30
GAINS OR LOSSES ON LONG-TERM FINANCIAL ASSETS
-
74
4,396
56,176
58,253
GAINS OR LOSSES ON INVESTMENTS IN CAPITAL ASSETS
PROFIT BEFORE TAX ON ORDINARY OPERATIONS
NET EXTRAORDINARY INCOME/LOSS
2
-
587
CORPORATION TAX
-
17,264
-
17,820
GOODWILL ON ACQUISITION WRITTEN OFF
-
408
-
408
APPROPRIATIONS TO/REVERSALS FROM GENERAL BANKING RISK RESERVES AND REGULATED PROVISIONS
-
2,023
-
3,766
MINORITY INTERESTS
NET INCOME ATTRIBUTABLE TO THE GROUP
NET INCOME PER SHARE ATTRIBUTABLE TO THE GROUP, €
2,328
4,858
34,155
30,814
1.79
2.02
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE GROUPE CREDIT COOPERATIF
- FINANCIAL YEAR 2005
There was no change in the consolidation scope of the Crédit
Coopératif group at 31 December 2005 in comparison with that on 31
December 2004.
I – BASES FOR DRAWING UP
THE GROUP FINANCIAL
STATEMENTS
The financial statements of the Crédit Coopératif group have been
drawn up in accordance with CRC regulation No. 99-07 of
24 November 1999 concerning consolidation rules and CRC regulations nos. 2000-04 and 2000-08 concerning the presentation of
summarising consolidated documents applicable to businesses within
the remit of the Comité de la Réglementation Bancaire et Financière
[French banking and financial regulation committee].
The specific features of the Crédit Coopératif group are set out below:
Non-subsidiary credit institutions that have signed an association
agreement are also fully consolidated. Thus since 30 June 2004, EDEL,
previously consolidated according to the equity method, has been fully
consolidated.
Consolidation according to the equity method consists of substituting,
for the book value of the securities held, the Group’s share in the
equity capital and in the income for the financial year. This method has
been applied for the interests in the following companies:
- BISE, credit institution
- ESFIN, financial undertaking
- IRD Nord Pas-de-Calais, non-financial undertaking
- CGI du Bâtiment, insurance undertaking
• Particular features of the Group
The consolidated financial statements of the Crédit Coopératif group
consolidate the financial statements of the Crédit Coopératif, société
anonyme coopérative de banque populaire à capital variable [socialbanking cooperative in the form of a public limited company with
variable capital], and those of all the (subsidiary or non-subsidiary)
credit institutions that have signed an association contract with the
Crédit Coopératif, under which the latter guarantees their liquidity and
solvency, and provides administrative and technical assistance.
• Methods for drawing up financial statements
The subsidiaries BTP Banque, Coopamat, Inter-Coop, Sicomi-Coop,
Batinorest, BTP Capital Investissement, Ecofi-investissements and
Efitel are fully consolidated owing to the fact that the Crédit
Coopératif holds 50% or more of their capital. For these companies,
any significant minority interests are explicitly identified in the
financial statements. For these companies, any significant minority
interests are explicitly identified in the financial statements.
78
I I - GROUP CONSOLIDATION SCOPE
AT 31 DECEMBER 2005
Excluded from the consolidation scope:
The Société Européenne pour la Finance Ethique et Alternative (Ethical
European and Alternative Financing Company) is excluded from the
consolidation scope despite the fact that 71% of this company is held
by the Crédit Coopératif.
The financial impact of this Italian variable-capital cooperative public
limited company, which is undergoing development, is not significant.
The interest of the Crédit Coopératif will decrease as new members
invest. As an indication, the interim negative result for 2005 is 25.4 thousand euros.
Thus, the consolidation scope is as follows:
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I. CREDIT INSTITUTIONS
1) Consolidating entity
Crédit Coopératif (SCA)
Registered office: 33, rue des Trois-Fontanot
92000 NANTERRE
CONSOLIDATING ENTITY
%
control
%
holding
%
consolidation
Consolidation
method
100%
100%
100%
51.70%
99.95%
100.00%
100.00%
51.70%
100%
100%
100%
100%
Full
Full
Full
Full
94.88%
94.88%
100%
Full
33.94%
33.94%
100%
Full
43.88%
46.66%
46.66%
Equity method
11.33%
100%
Full
5.76%
100%
Full
0.00%
100%
Full
0.29%
100%
Full
4.76%
100%
Full
1.71%
100%
Full
4.18%
100%
Full
4.21%
100%
Full
1.67%
100%
Full
0.33%
100%
Full
5.37%
100%
Full
0.97%
100%
Full
0.00%
100%
Full
2) Associate Credit Institutions
in which the Crédit Coopératif holds more than 20%
BTP Banque (SA)
Coopamat (SAS)
Inter-Coop ( SAS)
SICOMI COOP
Registered offices: 33, rue des Trois-Fontanot
92000 NANTERRE
BATINOREST
96, rue de Jemmapes BP 79 59028 LILLE Cedex
GROUPE EDEL (MONINFO)
Registered office: Parc de la Plaine,
5, avenue Marcel Dassault
BP 5806 31505 TOULOUSE Cedex
3) Foreign Credit Institution
in which the Crédit Coopératif holds more than 20%
B.I.S.E. S.A.
Registered office: ul. Dubois 5a
00-184 WARSZAWA (POLAND)
4) Associate Credit Institutions
in which the Crédit Coopératif holds less than 20%
CAISSE SOLIDAIRE
3, Contour Saint Martin 59100 ROUBAIX
SOFINEF
114, Boulevard du 11 Novembre
69625 VILLEURBANNE Cedex
SOCOREC
77, rue de Lourmel 75015 PARIS
SOFIGARD
13, bis Boulevard Talabot 30000 NIMES
SOFINDI
11, rue de Belat 16000 ANGOULEME
SOFISCOP
7, rue Herpin Lacroix BP 6647 35006 RENNES
SOFISCOP SUD EST
70, rue Maurice Flandrin BP 3164 69211 LYON Cedex 03
SOFIRIF
Z.I. BETHUNES BP 9032 95071 CERGY PONTOISE
SOMUPACA
9, place de la Liberté 83000 TOULON
SOMUDIMEC
2, chemin du Vieux Chêne BP 79 38242 MEYLAN
C.M.G.M.
39-41, rue Louis Blanc - 92038 PARIS LA DEFENSE Cedex
NORD FINANCEMENT
40, rue Eugène Jacquet 59078 MARCQ EN BARŒUL
GEDEX DISTRIBUTION
24, rue Chaptal 92300 LEVALLOIS PERRET
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II. FINANCIAL UNDERTAKINGS
Union des Sociétés du Crédit Coopératif (GIE consortium/JV)
Transimmo (SARL)
Société Civile Immobilière du Crédit Coopératif
Société Civile Immobilière du Crédit Coopératif de Saint Denis
Efitel (SARL)
Ecofi Investissements
Registered office: 251, boulevard Péreire - 75852 PARIS Cedex 17
Groupe ESFIN (ESFIN PARTICIPATIONS, IDES, SPOT)
Registered office: 10-12, rue des Trois-Fontanot - 92000 NANTERRE
III. NON-FINANCIAL UNDERTAKINGS
BTP Capital Investissement
Registered offices: 33, rue des Trois-Fontanot – 92000 NANTERRE
IRD Nord Pas-de-Calais
Registered office: 96, rue de Jemmapes - BP 79 - 59028 LILLE Cedex
IV. INSURANCE UNDERTAKINGS
CAISSE DE GARANTIE IMMOBILIERE DU BATIMENT
Registered office: 6, rue La Pérouse,
75016 PARIS
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Full
Full
Full
Full
Full
Full
37.58%
37.58%
37.58%
Equity method
79.42%
79.42%
100%
Full
28.92%
28.92%
28.92%
Equity method
33,40%
33.40%
33.40%
Equity method
100%
100%
100%
100%
100%
100%
Full
Full
V. CREDIT COOPERATIF DEDICATED UCITS
CAISSE CENTRALE
MONE+CC2
French corporate-form abbreviations:
SCA: Société Coopérative Anonyme (Cooperative public limited company)
SAS: Société Anonyme Simplifiée (simplified joint-stock corporation)
Country is France unless otherwise stated
80
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III - GENERAL PRINCIPLES AND
METHODS OF VALUATION
The valuation methods adopted comply with the specific Regulations
and Instructions pertaining to consolidation of financial statements
and those relating to the operations recorded. Among those operations, particular attention is drawn to the terms and procedures for
treating the following items:
• Loans outstanding and provisions
CRC regulation No. 2002-03 concerning the accounting treatment of
credit risk determines the classification of doubtful debts in the
balance sheet.
Debt classification
• Healthy
loans: outstanding loans that correspond to a normal
commercial relationship, excluding all ascertained credit risk.
• Loans restructured on non-market terms: loans for which the
repayment terms have been amended on account of the counterparty’s financial situation, at interest rates below current market
rates.
• Doubtful loans: loans carrying an ascertained credit risk
corresponding to a situation arising from the existence of:
• one or more unpaid accounts
• worsening in the financial situation of the counterparty
• disputes or litigation between the institution and its counterparty
• Compromised doubtful loans: where the solvency of a counterparty
is in a state such that after classification for a reasonable period
among doubtful loans, no reclassification as healthy loans can any
longer be foreseen, the loans concerned are specifically identified
among doubtful loans as compromised doubtful loans.
Rules governing loan segmentation
• Loans
have been segmented according to economic transactor, and
hence, the following sections have been identified: non-financial
companies, sole traders, individuals, government and nongovernment administration, other customer segments.
• Rating system: the banks consolidated in the financial statements
have a rating system appropriate to their customers.
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The main non consolidated investments under this item are as follows:
- Banque Fédérale des Banques Populaires: 69,402,000 euros, a shareholding of 2%
- Banque Populaire Développement: 14,939,000 euros, a shareholding
of 4.32%
- Rhône Dauphiné: 1,671,000 euros, a shareholding of 19.49%
-France Active Garantie: 464,000 euros, a shareholding of 20%
- SEFEA: 2,115,000 euros, a shareholding of 70.90%.
• Shareholdings consolidated according
to the equity method
The BISE, ESFIN, IRD Nord Pas-de-Calais and CGI du Bâtiment
companies in which the Crédit Coopératif exercises significant
management influence were consolidated according to the equity
method.
Under this method, the consolidated balance sheet shows, instead of
the book value of the securities, the share they represent in the equity
capital of the consolidated companies.
At 31 December 2005, the value of securities included in the balance
sheet totalled 49,523,000 euros, of which ESFIN accounted for
15,791,000 euros, IRD Nord Pas-de-Calais 11,197,000 euros, CGI du
Bâtiment 8,528,000 euros and BISE, 14,007,000 euros.
The consolidated income statement includes the relevant share in net
income of the companies consolidated according to the equity
method.
The published income statement shows a total share in net income of
3,248,000 euros of which ESFIN accounted for 251,000 euros, IRD Nord
Pas-de-Calais 29,000 euros, CGI du Bâtiment 2,171,000 euros and BISE,
797,000 euros.
• Finance-leasing operations and fixed assets
Assets not leased after termination of finance-leasing contracts, and
real-estate assets intended for outright rental are covered by provisions for loss where such loss appears lasting, in order to take account
of market trends.
• Tangible fixed assets and intangible assets.
The rules applied in the individual accounts for each of the consolidated institutions are not adjusted in the Group financial statements.
The same applies to updates of future flows as the result of changes in
the method, at the opening of the 2005 financial year, in the individual
accounts for each of the consolidated institutions.
The CRC issued a regulation (CRC 2002-10) which came into effect for
individual financial statements from 1 January 2005 for both intangible and fixed assets and a regulation 2004-06 on the definition and
evaluation of assets also came into effect on 1 January 2005.
In the real-estate finance leasing companies of the Crédit Coopératif
group these regulations have been applied to buildings for outright
rental and to buildings that are temporarily not being leased.
• Investment in subsidiaries
• Operating capital assets
Investments in minority-held subsidiaries are recorded at purchase
value or the value of the capital contributed, according to the historiccost principle. The holdings are valued for each asset individually on
the basis of the mathematical value of the asset, and taking account
of the earnings prospects of each company. Only unrealised capital
losses are recorded in the form of provisions for loss.
The foreign-exchange risk relating to equity investments denominated
in foreign currency and financed in euros is evaluated and recorded in
the accounts where necessary.
Gross amounts of debt outstanding are broken down into components,
which are based on the different periods of use of each of the separate
elements making up a single asset. Borrowing costs are not considered
in the calculation of the gross value of assets.
Components are depreciated on the basis of their gross value less the
residual value and on their useful life. The residual value is defined as
the current value of the asset at the end of its probable period of use.
The residual value of components other than land and non-destroyable
facades is deemed to be zero.
Rules governing doubtful loans and provisioning
I
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The component approach is not applied to movable assets which are
amortised according to their useful life.
• Non-operating assets
The component method is also applied.
• Intangible assets
Intangible assets are recorded at acquisition cost. With regard to
intangible assets developed in-house, development costs are
capitalised in accordance with the option set out by CRC regulation
2004-06.
Leasehold rights are written down linearly on the basis of the residual
life of the lease and where required are depreciated on the basis of the
market value.
Goodwill is not written down but it is depreciated. Write downs
recorded previously are retained if it is not possible (considering the
age) to determine the resources provided by the goodwill in question.
It should be noted that the goodwill recorded in the accounts of
Batinorest as a result of the acquisition of a loan portfolio from IRD
Nord Pas-de-Calais, written off on a straight-line basis in the entity’s
own accounts, was withdrawn in the consolidated accounts in order to
amortise it according to the schedule of expected income.
It is specified that purchased software and software developed inhouse is amortised over a maximum period of 5 years.
• Bond issue costs
Starting with the 1994 issues, and pursuant to the new provisions of
the amending Finance Act [loi de finances rectificative], the option was
taken of carrying these costs forward over the period of maturity of
the bond issue in proportion to the accrued income.
• Operations in securities
Securities are classified according to the investment intention, in
accordance with CRB regulation 90.01 of 23 February 1990. Their
valuation and the corresponding accounting treatment comply with
CB Instruction 94.07 of 14 March 1994, as amended by CB Instruction
2000-12 of 4 December 2000.
The dedicated UCITS are fully consolidated.
• Future financial instruments
Operations using future financial instruments are recorded in accordance with CRB regulations 88.02 and 90.15. The relevant commitments are posted in the off-balance-sheet statement at the nominal
value of the contracts.
Gains or losses on allocated hedging operations are posted to income
symmetrically to the posting of income or expenses on the asset
hedged and within the same line item.
Hedging expenses and income relating to the company’s global
interest-rate risk are posted to income pro rata temporis.
82
• Currency operations
Assets, liabilities and off-balance-sheet commitments denominated in
foreign currency are converted at the official exchange rate at the
period-ending date.
Unrealised gains or losses on foreign-currency investments in
subsidiaries, funded in euros, are written to the balance sheet in a
currency conversion variance account.
Other unrealised or materialised gains and losses on exchange are
posted to income.
Expenses paid and income received are recorded at the rate in force on
the date of the transaction. However, expenses and income accrued
but not paid or received are converted at the period-end date.
• Goodwill on acquisition
1. The liability item “goodwill on acquisition” represents the balance of
goodwill not posted to any particular balance sheet item and
recorded at the date of acquisition of equity investments, being the
difference between the cost to the company of their acquisition and
the share in the corresponding net equity.
The buying in of securities of IRD Nord-Pas-de-Calais (a company
consolidated according to the equity method) since 1998 has
resulted in negative acquisition goodwill for which the writing-down
period was set at 10 years reckoning from the year following the
acquisition of those securities.
2. The takeover of POMMIER-FININDUS generated positive acquisition
goodwill, which was posted to real-estate assets; this goodwill is
written down in accordance with the practices pertaining to such
assets.
The application in the company’s accounts of regulations on
component-based amortisation has resulted in a review in the
consolidated accounts of the amortisation plans for goodwill on
acquisition for real estate. This new method is reflected by an
additional allocation of 136,000 euros carried forward.
3. The positive goodwill on the acquisition of ECOFI-INVESTISSEMENTS
is written down over 10 years.
4. The positive goodwill recorded on consolidation of BISE according to
the equity method is written down over 10 years starting from the
2004 financial year. Further goodwill on acquisition was recorded
for acquisitions over the financial year 2005.
• Other adjustments
a) Finance-leasing operations are recorded as assets in the Group
balance sheet for their value as determined after deduction of
amortization. The unrealised reserve amounts to 11,243,000 euros
b) Revaluations of fixed assets performed at the time of the Group’s
restructuring on 30 June 1989 and shown as assets of the Crédit
Coopératif have been cancelled.
c) Profits on intra-Group transactions have been eliminated. Those
profits consist mainly of dividends received.
d) The provision for investment recorded in the company accounts has
been neutralized.
e) The corporation tax charge was altered as a result of the foregoing
adjustments. The unrealised expense or income so arising is posted
either to the income for the year or to Group reserves.
The liability method of tax allocation is applied.
G
f) The exceptional 2.5% levy on special long-term capital gain reserves
that had been provisioned in the company accounts at 31 December
2004 was reversed after being recorded in the Crédit Coopératif
financial statements.
Thus the net impact from deferred corporation tax is a liability entry in
the Group balance sheet of 2,714,000 euros.
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V - OTHER INFORMATION
• Operations with the Network
Details of the main financial dealings with the member institutions of
the Banque Fédérale des Banques Populaires are set out in tables
giving details of the balance sheet and off-balance-sheet statement
under the heading “Network”.
• Changes of accounting method
- CRC regulation no. 2002-03 concerning credit risk requires, as of
1 January 2005, provisions for doubtful debts and doubtful compromised debts to be made, taking updates of future expected flows into
consideration. On 1 January, the effect of this change in method was
carried forward in the company financial statements.
- CRC regulation no. 2004-06 concerning the definition, accounting
and evaluation of assets came into force on 1 January 2005. This text
allows for certain acquisition costs, such as transfer costs, fees or
legal fees as well IT development costs to be capitalised or recorded
as expenses.
The Crédit Coopératif group selected the option of capitalising acquisition and IT development costs with no effect on equity capital.
- CRC regulation no. 2002-10 concerning the amortisation and depreciation of assets, amended by the CRC no. 2003-07, came into force
on 1 January 2005. This text requires component-based accounting
for real-estate assets and depreciation based on their useful life. On
1 January, the effect of this change in method was carried forward in
the company financial statements. Amortisations on internal transfer
operations previously cancelled in consolidation have been corrected.
Where required, a provision for future taxation was recorded in the
company accounts in accordance with notice 2005-D of the
emergency committee as a result of the tax impact being spread over
five years.
Leasehold rights are amortised over the residual duration of the lease.
- Employers in the Crédit Coopératif group Union Economique et
Sociale (economic and social union, representing most of the group’s
workforce) applied, with effect from 1 January, the Accounting
Council’s recommendation 2003-R01 in relation to labour commitments. On 1 January, the effect of this change in method was carried
forward in the company financial statements.
Amortisations on internal transfer operations previously cancelled in
consolidation have been corrected.
• Workforce
Average numbers of serving staff employed during the period under
review came to 1,745.
• Remunerations, advances, loans and commitments
benefiting members of the Senior Management
and Executive bodies.
- Overall amount of remuneration, directors’ fees and retirement
commitments allocated in respect of the financial year to
31 December 2005
• to members of the Board ................................................................257,000 €
• to members of Executive bodies.............................................. 1,378,000 €
- Total amount of advances and loans extended at 31 December 2005
• to members of the Board 1........................................................ 1,360,000 €
• to members of Executive bodies .................................................... 78,000 €
• Estimated results for certain companies
within the consolidation scope
Since the results for the companies enumerated below were not
available when the Group’s financial statements were drawn up, the
estimated amounts communicated by those companies were taken
into account: Bise, CGI du Bâtiment, IRD Nord Pas-de-Calais, EDEL.
• Breakdown of net banking income
at 31 December 2005 by business line
- Retail banking (funds collection, flows management, liquidity lending,
commercial portfolio) .................................................................................. 58.4%
- Investment finance ...................................................................................... 28.8%
- Asset management ...................................................................................... 11.2%
- Financial engineering .................................................................................... 1.6%
The breakdown of net banking income by business line is mainly
derived from management information.
IV - INFORMATION ON THE ITEMS
IN THE BALANCE SHEET,
OFF-BALANCE SHEET STATEMENT
AND INCOME STATEMENT
• BALANCE SHEET ............................................................(notes 1 to 16)
• OFF BALANCE SHEET ..............................................(notes 17 to 19)
• INCOME STATEMENT ..............................................(notes 20 to 23)
83
NOTE No. 1
INTERBANK & SIMILAR OPERATIONS
(EUROS 000)
31/12/2005
31/12/2004
83,832
519,711
839,268
585,520
246,670
10
7,068
117,409
449,786
1,196,408
664,716
522,971
10
8,711
1,442,811
1,763,603
36,347
36,225
300,764
300,355
ASSETS
– Cash, CCP postal-giro a/cs, central banks
– Government stock and similar securities
– Receivables from credit institutions
- sight
- term
- net doubtful debts
- related receivables
TOTAL
of which affiliate companies
of which network
- affiliate companies: member institues of the Banque Populaire group
- network: institues affiliated to the Banque Federale des Banques Populaires
NOTE No. 2
(EUROS 000)
31/12/2005
31/12/2004
– Central banks, CCP postal-giro a/cs
– Deposits taken and borrowings:
- sight
- term
- Other amounts payable
- Related accounts payable
113,309
802,155
8,767
129,549
1,025,475
3
10,748
TOTAL
924,231
1,165,775
of which affiliate companies
300,727
198,251
425,437
216,260
INTERBANK AND SIMILAR OPERATIONS
LIABILITIES
of which network
- affiliate companies: member institues of the Groupe Banque Populaire
- network: institues affiliated to the Banque Federale des Banques Populaires
84
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(EUROS 000)
31/12/2005
31/12/2004
OPERATIONS WITH CUSTOMERS
ASSETS WITH CUSTOMERS – NET VALUES
- OVERDRAFTS ON CURRENT ACCOUNTS
348,594
393,753
306,205
327,884
- NET DOUBTFUL DEBTS
3,451,686
24,246
102,621
3,002,341
22,423
91,327
TOTAL
4,320,900
3,750,180
- TRADE CREDIT
- FACTORING
- OTHER LOANS TO CUSTOMERS
- RELATED RECEIVABLES AND UNALLOCATED ITEMS
(EUROS 000)
31/12/2005
31/12/2004
OPERATIONS WITH CUSTOMERS
OTHER LOANS TO CUSTOMERS
- Export credit facilities
- Liquidity and consumer credit facilities
- Capital-equipment investment credit
- Housing loans
- Other loans
- Securities received on reverse repo
- Stocks received on reverse repo
- Subordinated loans
5,182
410,923
2,627,199
290,272
40,504
4,650
356,888
2,295,130
232,624
59,467
59,280
18,326
35,000
18,582
TOTAL
3,451,686
3,002,341
NOTE No. 4
(EUROS 000)
31/12/2005
FINANCE-LEASING
AND SIMILAR OPERATIONS
Real-estate
finance leasing
Equip-ment
finance leasing
- Assets leased to customers
- Unleased assets
- Provisions for loss/deterioration
- Net doubtful receivables
- Related receivables
696,897
16,132
-2,387
20,098
11,644
165,397
2,314
-424
2,736
1,086
Credit and similar operations
742,384
171,109
31/12/2004
Real-estate
finance leasing
Equip-ment
finance leasing
862,294
18,446
-2,811
22,834
12,730
690,492
15,514
-2,743
21,096
12,500
173,772
2,448
-322
2,742
1,175
864,264
17,962
-3,065
23,838
13,675
913,493
736,859
179,815
916,674
Total
Total
85
NOTE No. 5
BREAKDOWN OF LOANS
BY ECONOMIC
TRANSACTOR
(EUROS 000)
Non- financial Non-financial
companies
companies
Sole traders
Individuals
Non-government
administration
Government,
government
agencies and
social security
Other
customer
segments
Total
31/12/2005
LOANS TO CUSTOMERS
839,268
2,522,530
79,131
528,671
971,665
25,330
134,285
5,100,880
Healthy debt
Doubtful debt
Provision for compromised
doubtful loans
839,268
0
2,468,436
129,277
70,137
16,740
511,663
29,282
951,961
44,828
24,021
2,977
132,773
5,942
4,998,259
229,046
0
-75,183
-7,746
-12,274
-25,124
-1,668
-4,430
-126 425
Doubtful loans - sub-total
0
54,094
8,994
17,008
19,704
1,309
1,512
102,621
FINANCE LEASING
0
877,472
3,305
4,608
27,820
0
287
913,492
Finance leasing and LSF loans
Doubtful debts
Provisions for doubtful debts
0
0
0
840,157
71,662
-34,347
3,205
314
-214
4,483
422
-297
26,899
2,743
-1,822
0
0
0
280
26
-19
875,024
75,167
-36,699
Doubtful debts - sub-total
0
37,315
100
125
921
0
7
38,468
NOTE No. 6
OPERATIONS
WITH CUSTOMERS
PAYABLE TO CUSTOMERS
Specially-regulated savings accounts
Customer deposits and borrowings
Borrowings from financial customers
(EUROS 000)
31/12/2005
31/12/2004
Sight
Term
NET
Sight
Term
NET
628,072
122,109
750,181
533,166
114,608
647,774
2,444,459
395,751
2,840,210
2,201,755
339,388
2,541,143
0
793
793
0
1,096
1,096
0
463,439
463,439
0
55,100
55,100
1 743
1,743
0
1,578
1,578
77,037
0
77,037
61,925
0
61,925
7,028
0
7,028
4,404
0
4,404
3,156,596
983,835
4,140,431
2,801,250
511,770
3,313,020
Securities delivered on repo
Stocks delivered on repo
Factoring accounts payable
Guaranteed deposits
Other amounts payable
Related accounts payable
TOTAL
of customers’ credit accounts
86
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(EUROS 000)
31/12/2005
31/12/2004
FINANCIAL ASSETS
Gross financial assets
103,901
93,204
-2,035
-2,119
101,866
91,085
49,523
43,601
Currency translation differences
0
0
Related receivables
0
606
151,389
135,292
Provisions for loss
Net financial assets
Interests in subsidiaries consolidated according to the equity method
TOTAL
OF FINANCIAL ASSETS
NOTE N° 8
(EUROS 000)
31/12/2005
31/12/2004
OPERATING CAPITAL
ASSETS
Gross
Intangible assets
50,069
-30,979
-407
18,683
46,849
-26,209
-407
20,233
Tangible fixed assets
104,005
-53,528
-22
50,455
99,392
-49,629
-20
49,743
Sub-total
154,074
-84,507
-429
69,138
146,241
-75,838
-427
69,976
Tangible fixed assets
590
-1
589
815
-168
647
sub-total
590
-1
589
815
-168
647
33,516
-18,921
-1,313
13,282
30,394
-18,852
-906
10,636
188,180
-103,429
-1,742
83,009
177,450
-94,858
-1,333
81,259
Deprec.
Prov.
NET
Gross
Deprec.
Prov.
NET
Non-operating capital assets
Intangible assets
Capital assets hired
out on outright rental
TOTAL
INTANGIBLE & TANGIBLE FIXED ASSETS
87
NOTE No. 9
(EUROS 000)
Residual maturity of term bank resources and employments
D<=
3 months
3 months
<D<=1 year
1<D<=5 years
>5 years
Indefinite
term
Total
of term items
E M P L OY M E N T S
Receivables from credit institutions
and similar institutions
Receivables from customers
Assets on finance lease
Bonds and other fixed-income securities
TOTAL EMPLOYMENTS
210,565
676,217
40,068
635,017
36,076
433,420
109,560
452,339
139,898
1,580,767
408,262
465,864
368,124
1,155,020
304,404
191,194
532
754,663
3,845,439
862,294
1,744,946
1,561,867
1,031,395
2,594,791
2,018,742
547
7,207,342
165,476
516,537
935,337
123,130
362,623
456,670
19,056
311,980
67,644
815,995
75,999
201,569
35,288
552,851
77,176
24,925
802,155
982,092
2,760,853
197,156
961,479
1,271,618
866,884
24,925
4,742,256
15
RESOURCES
Payable to credit institutions
Payable to customers
Liabilities in the form of securities issued
Subordinated loans
TOTAL RESOURCES
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1,617,350
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31/12/2005
31/12/2004
ACCRUALS AND MISCELLANEOUS ASSETS
OTHER ASSETS
Options instruments purchased
Settlements of transactions in securities
Deferred-tax assets
Other stocks and miscellaneous employments of funds
Sundry debtors
Doubtful debts, net
Related receivables
777
11,266
9,658
102
63,717
573
2,138
7,619
108
49,047
864
711
SUB-TOTAL
86,384
60,196
54,246
139
46,211
2,894
7,204
49,068
3,512
4,376
26,750
3,583
4,740
41,863
4,167
4,675
22,200
SUB-TOTAL
148,189
127,439
TOTAL
234,573
187,635
ACCRUAL ACCOUNTS (ASSETS)
Collection accounts
Adjustment accounts
Potential losses on unmatured
futures hedging contracts
Potential losses on matured
futures hedging contracts
Prepayments
Deferred income
Issue premiums pending deferral
Other deferred charges
Other accrual accounts
89
NOTE No. 11
(EUROS 000)
31/12/2005
31/12/2004
178
688
8,601
224
2,458
7,335
5,246
177,429
61,843
1,785
1,285
188,099
64,507
2,135
255,770
266,043
63,919
77,326
568
791
12,195
34,604
59,505
913
11,771
26,054
89 694
SUB-TOTAL
171,014
206,326
TOTAL
426,784
472,369
ACCRUAL ACCOUNTS & MISCELLANEOUS LIABILITIES
OTHER LIABILITIES
Options instruments sold
Settlements of transactions in securities
Deferred-tax liabilities
Liabilities on securities
Uncalled amount on securities not fully paid
Sundry creditors
Investment grant
Allocated government stocks
Related accounts payable
SUB-TOTAL
ACCRUAL ACCOUNTS (LIABILITIES)
Collection accounts
Adjustment accounts
Variance accounts
Potential gains on unmatured
futures hedging contracts
Potential gains on matured
futures hedging contracts
Unearned income
Accrued charges
Other accrual accounts
NOTE NO. 12
PROVISIONS WRITTEN
AGAINST ASSETS
90
(EUROS 000)
31/12/2004
Increase
Decrease
Changes in
consolidation
scope
Other
change
31/12/2005
Provisions for doubtful debts
Provisions for loss
Country-risk provisions
153,147
15,641
25,393
6,156
-21,978
-3,986
4,331
-1,932
160,893
15,879
TOTAL
168,788
31,549
-25,964
2,399
176,772
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P
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(EUROS 000)
31/12/2005
31/12/2004
DEBT INSTRUMENTS ISSUED
SHORT-TERM LOAN NOTES AND SAVINGS BONDS
20,495
15,811
2,248,472
887,540
312,174
1,048,758
491,886
2,256,647
426,199
771,404
1,059,044
515,746
43,750
42,280
2,804,603
2,830,484
INTERBANK MARKET SECURITIES
NEGOTIABLE DEBT SECURITIES
of which subscribed by credit institutions
subscribed by financial customers
subscribed by customers
BONDS ISSUED
OTHER LIABILITIES IN THE FORM OF SECURITIES ISSUED
RELATED ACCOUNTS PAYABLE
TOTAL DEBT INSTRUMENTS ISSUED
NOTE No. 14
PROVISIONS FOR CONTINGENCIES
AND LOSSES
PROVISIONS FOR COUNTERPART RISKS
Provisions for off-balance-sheet commitments
Country-risk provisions
Sectoral provisions
Customer dispute provisions
Other customer provisions
SUB-TOTAL
PROVISIONS FOR RISKS OF LOSS
Portfolio of securities and future financial instruments
Financial assets
Real-estate development
Other assets
SUB-TOTAL
PROVISIONS FOR OPERATING EXPENSES AND LOSSES
Serving-staff pension commitments
Retired-staff pension commitments
Tax, duty and other levies
Other provisions for future general expenses
SUB-TOTAL
TOTAL PROVISIONS FOR OPERATING EXPENSES AND LOSSES
(EUROS 000)
31/12/04
5,840
-244
7,900
8,848
390
22,734
APPROPRIATIONS
1,617
REVERSALS
CHANGES IN
MISCELCONSOLIDATION
LANEOUS
SCOPE
31/12/05
-1,699
-126
320
370
1,625
2,497
720
-2,272
446
-391
9,525
9,519
719
6,459
-4,097
745
25,841
-297
372
0
372
297
6,078
9,704
242
-1,826
-245
7,875
10,001
614
-1,826
-542
8,247
4,674
309
-1,941
-766
2,276
69
1,402
64
1,172
-33
-647
-63
79
37
2,006
6,145
1,545
-2 621
-750
4,319
38,880
8,618
-8,548
-543
38,407
91
NOTE No. 15
CHANGES IN EQUITY CAPITAL
AND MINORITY SHAREHOLDERS’ INTERESTS
(EUROS 000)
EQUITY CAPITAL ATTRIBUTABLE TO GROUP
CAPITAL
POSITION AT START OF FINANCIAL YEAR 1/1/04
CHANGES IN CAPITAL OF COMPANIES INCLUDED
IN THE COMMUNITY OF INTERESTS
190,369
NET INCOME
FOR THE
YEAR
RESERVES
178,651
21,912
390,932
30,814
30,814
42,411
42,411
NET INCOME FOR THE YEAR (BEFORE APPROPRIATION
DIVIDENDS PAID AND APPROPRIATIONS
TO RESERVES DURING THE FINANCIAL YEAR
17,055
RESERVES IN RESPECT OF NEW ASSOCIATE COMPANIES (CHANGE OF CONSOLIDATION SCOPE)
10,989
10,989
-10,786
-10,786
-5,394
-5,394
CHANGE IN CONSOLIDATION SCOPE (SOPROMEC NO LONGER CONSOLIDATED; SCP SHARE INCREASED)
497
497
ELIMINATION OF SUBSIDIARIES’ CROSS-SHAREHOLDINGS IN THE PARENT CO.
-4,841
-4,841
ADJUSTMENT OF NET INCOME ATTRIBUTABLE TO MINORITY INTERESTS AT START OF YEAR
(SICOMICOOP: 245; BTPKI: 478)
723
723
29
29
COS. CONSOLIDATED ACCORDING TO THE EQUITY METHOD
(ESFIN: -311; SDR NPC: 1,645; BISE: 661; EDEL: -12,774)
CHANGE OF METHOD
- DEDICATED UCITS (-3764)
- LONG-SERVICE AWARDS (-1447)
- BANK CARD COMMISSION (-183)
LIQUIDATION OF TRANSIMAT
POSITION AT YEAR-END: 31/12/2004
CHANGES IN THE CAPITAL OF COMPANIES WITHIN
THE COMMUNITY OF INTERESTS
232,780
186,923
DISTRIBUTIONS AND DIVIDENDS ALLOCATED TO RESERVES
DURING THE FINANCIAL YEAR
CHANGE IN METHODS, CORPORATE ACCOUNTS
- COMPONENT-BASED AMORTIZATION (-699)
- TIME EFFECTS (-2030)
- UPDATES OF LONG-SERVICE AWARDS (216)
- UPDATE OF IFC (-303)
- OVERRIDING AMORTISATION (618)
CHANGES IN METHOD, REPROCESSING
- DEFERRED TAX ON ACCRUAL OF COMPONENT-BASED AMORTISATION (127)
- COMPONENT-BASED AMORTISATION ON INTERNAL TRANSFERS (359)
EA REGULATION ON DISPOSAL OF BATINOREST SECURITIES
ELIMINATION OF VARIATION IN COMPARISON WITH 31/12/04
OF CROSS INTERESTS IN THE PARENT COMPANY SUBSIDIARIES
MINORITY SHARE HOLDINGS
TOTAL
-4,857
30,814
450,517
34,155
34,155
-30,814
-5,159
58,229
25,655
SUBSIDIARIES, CHANGE IN ALLOCATION TO RESULT FOR 2004
POSITION AT THE END OF 31/12/05 FINANCIAL YEAR
-21,912
58,229
RESULTS FOR THE FINANCIAL YEAR (BEFORE ALLOCATION)
92
TOTAL
1,291
1,291
-2,199
-2,199
486
486
76
76
-248
-248
291,009
211,984
34 155
537,148
82,600
10,756
2,328
95,684
373,609
222,740
36,483
632,832
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(EUROS 000)
2005
2004
6,014
409
743
6,757
5,680
6,014
2005
2004
1,495
368
335
1,830
1,528
1,495
GOODWILL ON ACQUISITION - ASSETS
NET VALUE AT 1 JANUARY
APPROPRIATION FOR THE YEAR
REVERSAL FOR THE YEAR
743
RECLASSIFICATION
NET VALUE AT 31 DECEMBER
GOODWILL ON ACQUISITION - LIABILITIES
NET VALUE AT 1 JANUARY
APPROPRIATION FOR THE YEAR
REVERSAL FOR THE YEAR
335
RECLASSIFICATION
NET VALUE AT 31 DECEMBER
93
NOTE No. 17
(EUROS 000)
31/12/2005
31/12/2004
OFF-BALANCE-SHEET STATEMENT
COMMITMENTS BY THE COMPANY
Capital commitments
• in favour of credit institutions
- of which entities with which a shareholding relationship exists
- of which CC network
• in favour of customers
Guarantee commitments
• on behalf of credit institutions
• on behalf of customers
Commitments relating to securities
613,787
10,000
478,771
603,787
2,212,661
5,404
2,207,257
64,070
478,771
1,938,214
12,323
1,925,891
19,500
TOTAL
2,890,518
2,436,485
Capital commitments
• received from credit institutions
Guarantee commitments
• received from credit institutions
Commitments relating to securities
127,720
127,720
382,362
382,362
1,306
85,369
85,369
291,868
291,868
24,500
TOTAL
511,388
401,737
COMMITMENTS RECEIVED
94
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INTEREST-RATE
INSTRUMENTS
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(AT 31 DECEMBER 2005)
TRANSACTIONS ON
ORGANISED MARKETS
(EUROS 000)
Firm
Option
OVER-THE-COUNTER
TRANSACTIONS
Firm
OFF
BALANCE
SHEET
Option
2,298,647
HEDGING OPERATIONS
POTENTIAL LOSSES ON UNMATURED
HEDGING OPERATIONS
POTENTIAL GAINS ON UNMATURED
HEDGING OPERATIONS
LOSSES TO BE CARRIED FORWARD
ON MATURED HEDGING OPERATIONS
GAINS TO BE CARRIED FORWARD
ON MATURED HEDGING OPERATIONS
LOSSES
GAINS
2,895
791
813
95
27,520
43,840
88
114
225
38
96
32
42,000
OTHER OPERATIONS
LOSSES
GAINS
MACRO-HEDGED
INTEREST-RATE SWAPS
438,978
10,174
11,642
LOSSES
GAINS
OTHER FUTURE
I N S T R U M E N T S (EUROS 000)
TRANSACTIONS ON
ORGANISED MARKETS
Firm
Option
OVER-THE-COUNTER
TRANSACTIONS
Firm
Option
OFF
BALANCE
SHEET
9,231
HEDGING OPERATIONS
POTENTIAL LOSSES ON UNMATURED
HEDGING OPERATIONS
POTENTIAL GAINS ON UNMATURED
HEDGING OPERATIONS
LOSSES TO BE CARRIED FORWARD ON MATURED
HEDGING OPERATIONS
GAINS TO BE CARRIED FORWARD ON MATURED
HEDGING OPERATIONS
LOSSES
GAINS
772
152
OTHER OPERATIONS
LOSSES
GAINS
95
NOTE No. 19
INFORMATION ON DERIVATIVE INSTRUMENTS
(EUROS 000)
INTEREST-RATE
CONTRACTS
NATURE OF OVER-THE-COUNTER CONTRACTS
NOTIONAL AMOUNT
(of which options)
BREAKDOWN BY RESIDUAL MATURITY
1 year
1 year and 5 years
5 years
GROSS REPLACEMENT COST
Positive
Negative
2,777,525
(45,211)
459,829
1,469,655
914,281
384,747
458,812
1,017
51,562
21,182
3,336
4,150
10,343
4,639
POTENTIAL CREDIT RISK OF TRANSACTIONS
CREDIT RISK OF CONTRACTS TRADED OVER-THE-COUNTER
WEIGHTING
EXCHANGE-RATE
CONTRACTS
CREDIT
INSTITUTIONS
CUSTOMERS
20%
50%
51,562
38,337
12,400
50,737
34,251
16,486
POSITIVE GROSS REPLACEMENT COST
POSITIVE NET REPLACEMENT COST
POTENTIAL CREDIT RISK
EQUIVALENT CREDIT RISK BEFORE SECURITY
SECURITY
EQUIVALENT CREDIT RISK AFTER SECURITY
3,336
3,336
2,582
5,918
5,918
NOTE No. 20
(EUROS 000)
2005
COMMISSION
INCOME
Cash and interbank transactions
Transactions on payment instruments
Transactions with customers
Transactions in securities
Foreign-exchange transactions
Off-balance-sheet commitments
Financial services provided
Consultancy
TOTAL COMMISSION
96
EXPENSES
2004
NET
INCOME
EXPENSES
NET
279
57,259
38,387
3,740
182
469
34,283
1,251
-3,339
-39,869
-2,077
-6
-17
-10
-5,206
-3,060
17,390
36,310
3,734
165
459
29,077
1,251
391
57,000
37,015
3,235
161
591
30,607
663
-4,319
-39,752
-1,879
-9
-1
-6
-5,074
-3,928
17,248
35,136
3,226
160
585
25,533
663
135,850
-50,524
85,326
129,663
-51,040
78,623
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P
É
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F
(EUROS 000)
31/12/2005
31/12/2004
GENERAL OPERATING EXPENSES
Salaries and other emoluments
FGX – salaries and other emoluments
PDT – staff costs re-invoiced
-78,378
1,812
-72,194
3,427
SUB-TOTAL
-76,566
-68,767
Pension contributions
Other welfare contributions
Employee profit sharing
Payroll taxes and levies
Employee share-owning incentive scheme
PROV – appropriation/reversal R&C – staff
-6,587
-33,681
-2,878
-10,448
-188
-789
-9,565
-28,664
-2,428
-9,703
-174
152
-131,137
-119,149
Taxes, duty and other levies
Other general operating expenses
-7,179
-64,282
-6,387
-55,133
OTHER GENERAL OPERATING EXPENSES SUB-TOTAL
-71,461
-61,520
-202,598
-180,669
STAFF EXPENSES SUB-TOTAL
TOTAL GENERAL OPERATING EXPENSES
NOTE No. 22
(EUROS 000)
2005
COST OF RISK
EXPENSES
INCOME
2004
NET
EXPENSES
INCOME
NET
ALLOCATED PROVISIONS
Interbank balances o/s
Receivables from customers
Misc. debtors and securities
-25,966
-76
-28
10,271
-694
-28
-15,695
-770
-23,015
-434
-418
4,751
-520
-418
-18,264
-954
SUB-TOTAL
-26,042
9,549
-16,493
-23,449
3,813
-19,636
Provisions for contingencies and losses
Off-balance-sheet commitments
General provisions
Country-risk provisions
-1,617
-5,154
1,701
2,253
126
84
-2,901
126
-1,230
-1,966
1,396
3,823
570
166
1,857
570
SUB-TOTAL
-6,771
4,080
-2,691
-3,196
5,789
2,593
LOSSES NOT COVERED BY PROVISIONS
AMOUNTS RECOVERED ON DEBTS WRITTEN OFF
Interbank balances o/s
Receivables from customers
Sundry debtors and securities
-98
-1 078
-30
518
77
-98
-560
47
-12
-2,173
-61
118
1,516
118
106
-657
57
SUB-TOTAL
-1 206
595
-611
-2,246
1,752
-494
-34 019
14,224
-19,795
-28,891
11,354
-17,537
TOTAL COST OF RISK
97
NOTE No. 23
(AT 31 DECEMBER 2005)
INCIDENCE
CORPORATION TAX
(EUROS 000)
INCLUDED IN PARENT-COMPANY ACCOUNTS
On earnings
On reserves
17,841
Total
17,841
DEFERRED TAX LIABILITY GENERATED BY ADJUSTMENTS:
- Finance-leasing operations
- Time differences
- Deficit eligible for carry-forward
- Goodwill on acquisition
- Sectoral-risk provisions
- Retirement gratuity and long-service awards
- Issue costs
- BTPK1 dividends payable to CC
- Investment provisions
- Deferred tax on addt component-based amortisation
- Dedicated UCITS
- Capital gain on disposal of Dôme-CFF shares
- Capital gain on disposal of SOPROMEC shares
- Miscellaneous
TOTAL DEFERRED TAX LIABILITY
TOTAL
98
185
-324
-663
-43
-560
739
12
-75
188
26
-53
400
773
-218
41
218
93
549
3,864
-1,493
-1,577
-299
-3,280
739
-41
325
961
-218
-21
218
93
575
-577
423
-154
17,264
423
17,687
-62
3,679
-1,169
-914
-256
-2,720
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STATUTORY AUDITORS' REPORT
ON THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2005
Ladies and Gentlemen,
In fulfilment of the assignment entrusted to us by your General
Meeting, we have audited the consolidated financial statements of
Crédit Coopératif S.A. for the financial year ended 31 December 2005,
as attached to this report.
The consolidated financial statements were drawn up by the Board of
Directors. It is our task, on the basis of our audit, to express an opinion
on those financial statements.
I - OPINION ON THE
CONSOLIDATED FINANCIAL
STATEMENTS
We performed our audit in accordance with accounting principles and
standards applicable in France; these principles and standards require
us to perform investigations so as to obtain reasonable assurance that
the consolidated financial statements are free from material
misstatement. An audit includes examining, on a test basis, the
evidence substantiating the data contained in these financial statements. An audit also includes assessing the accounting principles used
and significant estimates made for drawing up the financial statements, as well as evaluating their overall presentation. We believe that
our audit provides a reasonable basis for our opinion, as expressed
hereafter.
We hereby certify that the annual financial statements, in the light of
French accounting principles and standards, are properly drawn up,
accurate and give a true and fair view of the net assets, financial
position and net income of the businesses comprising the consolidated
entity.
Without qualifying the foregoing opinion, we wish to draw your
attention to Note III of the notes to the financial statements which sets
out the changes in accounting methods for provisions for credit risks
according to CRC regulation No, 2002-03, to provisions for staff
commitments further to recommdation no. 2003-R01 of the National
Accounting Committee and to the component-based approach to
assets according to CRC regulation no. 2002-10.
II – EVIDENCE
SUBSTANTIATING
OUR ASSESSMENT
• awareness and testing of the procedure used by the company to
identify and estimate the associated risks
• an independent estimate compared to that performed by the
company
• an examination of subsequent events that support the estimate.
• Your company holds positions in securities and in derivative financial
instruments. Note III to the financial statements sets out the
accounting principles and methods used for securities and financial
instruments, and in particular the valuation methods. On the basis of
the information available to us, we assessed the approaches taken by
your company and conducted tests to verify these methods.
Our assessments as given in the foregoing are consistent with our
approach in auditing the annual financial statements as a whole, and
therefore contributed to the forming of our opinion as expressed in the
first part of this report.
III - SPECIAL CHECK
We also also checked the information given in the Group management
report. The truth, fairness and consistency with the consolidated
financial statements of the information given in that report call for no
comment on our part.
Paris La Défense and Paris,
6 April 2006
KPMG Audit
A department of KPMG S.A.
Rémy Tabuteau
Partner
SOFIDEEC Baker Tilly
Pursuant to Article L.823-9 of the [French] Commercial Code relating
to the evidence substantiating our assessments, we should like to draw
your attention to the following points:
Changes in accounting treatment
Pierre Faucon
Partner
• In our assessment of the accounting standards and principles
followed by your company, we satisfied ourselves as to the legitimacy
of the changes in accounting method above-mentioned and of the
presentation made of them.
Accounting estimates
• IYour company sets aside provisions to cover the credit risks inherent
in its activities as described in Note III of the notes to the financial
statements. On the basis of the information currently available to us,
our assessment of these provisions is as follows:
Christian Alibay
Partner
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PRESIDENT’S ANNUAL REPORT
101
PRESIDENT’S REPORT
ON THE OPERATION OF THE BOARD OF DIRECTORS AND
THE INTERNAL CONTROL PROCEDURES FOR THE CREDIT COOPERATIF
In accordance with Article L 225-37 of the Commercial Code, the
President of the Crédit Coopératif Board of Directors submits this
report:
- on the manner in which the proceedings of the Board were prepared
and organised
- on the internal-control procedures instituted in the Crédit Coopératif
- on any limitations implemented by the Board of Directors on the
remit of the General Manager.
PROCEEDINGS
OF THE BOARD
The Board of Directors of the Crédit Coopératif operates according to
the corporate-governance principles defined in the Articles of
Association adopted on 30 January 2003 and amended on 30 June
2003 and 25 May 2005.
While active governance expresses the very essence of the implementing company and reflects its values, effective governance is not
limited to simple compliance with legal obligations.
The majority of the Crédit Coopératif’s share capital is held by the
various players making up the social economy: associations, cooperatives and mutual companies, together with a diversified class of
customers featuring, among others, small and medium-sized
businesses.
1. OVERVIEW
OF THE BOARD OF DIRECTORS
The Board of Directors is currently composed of:
- eighteen Directors appointed for six-year terms, including sixteen
Directors, corporate entities, representing the movements of which
the different classes of customer are members, their members in turn
being members of the Bank, and two Directors who are individuals.
- Four directors are elected by the employees for a term of three-years.
- Twelve external supervisors (censeurs) are also appointed for a term
not exceeding six years, to assist the directors. Eleven external supervisors are corporate entities and one external supervisor represents
holders of “C” shares.
1.1. Board meetings
The Board meets at the registered office, on notice issued by its
President, as often as required by the interests of the Crédit Coopératif
and not less than six times a year.
In 2005, the Board of Directors met six times. The average duration of
the meetings was 3.5 hours.
Attendance at Board Meetings was high and the quorum was reached
for each of the meetings of the Board of Directors.
The issues dealt with by the members of the Board of Directors show
dynamic governance thanks to the adoption and implementation of
principles promoting greater transparency, information and
involvement as well as a revised management structure.
102
The main business discussed at these board meetings was as follows:
a) corporate governance:
• Adoption of the by-laws for the Board of Directors
• Adoption of the corporate governance charter of the Crédit
Coopératif setting out the distribution of powers between the
different governance bodies
• Members of the Board of Directors’ specialised study committees
• Approval of the new articles of association of the CNCC and the
main principles of its composition.
• Payment of directors’ fees to members of the Board of Directors
who take part in study committees.
b) the architecture of the management bodies:
• Cooptation and appointment of Jean-Louis Bancel as a director
and appointment as Delegate Vice President.
• Appointment of Philippe Jewtoukoff as Delegate General Manager
• Appointment of the directors responsible to the supervisory
bodies and determination of their respective remits
• Examination of the terms and procedures for exercising General
Management responsibilities within the period set out in the
articles of association
• Revision of the responsibilities of the General Manager with
regard to internal delegation for limiting the amount granted for
loans and guarantees further to new regulations relating to loans
(the McDonough ratio)
• Discussion of the new organisation chart for General
Management.
c) Corporate life and internal procedures:
• Preparation for General, Ordinary and Extraordinary Meetings
• Modification of the Articles of Association of the Crédit Coopératif
with regard to the following aspects: adaptation to new international accounting standards, appointment of vice presidents,
creation of new by-laws.
• Provisional schedule of meetings for 2006
• Examination of current agreements
• Admission of new members and departure of former members
• Ensuring the compliance of the internal control organisation with
the new regulations
• Update on the application of the protocol signed with the Banque
Populaire group.
d) CREDIT COOPERATIF’s strategy:
• Presentation and monitoring of the “Cap 2008 Growing Together”
Medium-Term Plan
• Outlook and strategy for the group, 2006 PACC directions
• Commercial directions and strategy
e) Interests in subsidiaries:
• Acquisition of an interest in Rhône Dauphiné Développement
• Increase in interest in the capital of Bise
• Interest in the COOPEST investment fund
• Subscription to Fontanot Participations II
• Involved in the capital increase of Banque Populaire
Developpment
• Acquisition of a complementary interest in BATINOREST
C
f) accounts and forecasts:
• Business, triennial forecasts and 2005 budget
• Group business forecasts for 2006
• Round table of business sectors
• Approval of corporate accounts
g) banking business
• Commitments and risks
• Financial operations, issues (TSR and bonds), loans, various
interests
• Declarations of low-rate loans
• Management indicators
• Monitoring of guarantees granted to ECOFI Investissements
• List of banks and financial institutes selected as counterparty
• Terms and procedures for the operation of home consultations by
the Risk Committee.
Certain issues were debated in particular detail by the members of the
Board of Directors:
- strategy, in particular sales strategy, one of the main roles of the
Board
- the role of the Crédit Coopératif within the Banque Populaire group
- the structure and organisation of the Crédit Coopératif
- the consequences of changes in banking regulations on relationships
between the Bank and its customers.
1.2. Directors’ fees:
A fixed annual sum for directors’ fees is distributed among the
members of the Board (directors and external supervisors) to take
account of their attendance at the meetings of the Board and the
Study Committees of the Board of Directors.
Directors who receive remuneration for their corporate appointment
do not receive directors’ fees.
1.3. Information provided for the Board
Since effective information for members is one of the pillars of governance, all Board meetings are preceded by the timely sending of all
documents and information required for their proceedings.
In addition to the information received, each director may request any
documents he or she may consider necessary for the performance of
his/her mission.
2. ARRANGEMENTS
OF THE BOARD
FOR PREPARING THE PROCEEDINGS
The President finalises the documents prepared by the internal departments, organises and directs the proceedings of the Board.
He ensures that the directors are able to fulfil their mission, taking
particular pains to ensure that they have access to the necessary information and documents.
Lastly, he ensures that the representative of the Works Committee is
duly notified of the meetings.
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Meetings of the Board of Directors are preceded by meetings of the
Officers of the Board of Directors and various study committees set up
within the Crédit Coopératif to assist the Board with its tasks.
2.1. The Officers of the Board of Directors
The Officers of the Board of Directors are tasked with discussing the
strategy of the Bank and its implementation. Officers can therefore put
forward suggestions to the Board. In addition, they ensure the smooth
operation of the various study groups.
This body consists of the President and General Manager, the Delegate
Vice President and their Vice Presidents to represent the major
customer sectors (cooperatives and associations in 2005; the
appointment of a third vice president is scheduled for 2006, under the
mutuality).
The Officers of the Board of Directors met eight times: on 9 February,
14 April, 1 June, 8 July, 15 September, 12 and 28 October and finally on
29 November 2005. They prepared the internal regulations and the
governance charter for the Crédit Coopératif and the new governance
for the Bank.
They discussed relationships between the Bank, the Banque Populaire
group and associated institutes.
The involvement of holders of “C” shares, individuals, in the Board of
Directors was ensured through the election of an external representative to represent them on the Board of Directors.
The Officers studied the Medium-Term Plan, the CNCC articles of
association, the report from the Banking Commission relating in
particular to internal control.
2.2. The study committees
of the Board of Directors
The role of the Committees is to provide information for Directors’
decisions by issuing opinions after studying files created and
submitted to them by the Board. They act in a consultative capacity.
Minutes of their meetings are prepared.
• The Audit Committee:
This Committee is chaired by a Delegate Vice President:
Mr. Jean-Louis Bancel
It met on 14 March, 28 October and 29 November 2005.
The Committee made statements on the closure of the accounts, on
auditing activities and in particular the money laundering prevention
system, the Inspection activity report and the Audit Charter.
The new regulatory framework for internal control was also discussed,
as were the findings further to the reports drawn up by the AMF, ethics
actions and prevention of criminal activities. It also analysed the
monitoring of recommendations of the mission of the BFBP and
permanent control of operating risks and in particular the new
mapping of operational risks as well as the new definition of the corresponding internal control function.
Finally, the members of the committee debated the procedure for
producing the consolidated accounts for the group and the effect of
the transition to IFRS standards on the group’s accounts.
• The Risk Committee:
This Committee is chaired by a Vice President: Mr. Philippe Antoine.
It met on 31 May and 29 November 2005.
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The members of the committee considered:
• the terms and procedures for the operation and establishment of this
committee, in particular the remit of the bodies and applicable
procedures
• risks relating to credit commitments and any developments affecting
their quality, the various authorisations of loans and disputed files
• operational risks and financial risks.
This committee also debated the Activities Continuation Plan (PCA),
prevention of criminal activities, compliance and ethics.
• The Remuneration and Recruitment Committee:
This committee met in April and December 2005.
3. THE CNCC,
AN INSTRUMENT FOR THE EXPRESSION
OF THE NETWORK
The Conseil National du Crédit Coopératif acts as a mouthpiece for the
Bank’s network and therefore a method for exchanging and transmitting information to the Bank’s various entities thanks to its consultative structure.
In addition, the CNCC issues reviews and opinions to the Board of
Directors, in particular on banking policy.
4. GENERAL MANAGER’S
POWERS
The terms and procedures for exercising General Management responsibilities are set out in Article 22 of the Articles of Association. General
Management duties for the Company can be performed by either an
individual with the title of General Manager or the President of the
Board of Directors.
However, at the meeting of 17 June 2005, the Board of Directors
applied the following limits to the remit of Mr. Jean-Claude Detilleux
as General Manager: his decision with regard to the granting of loans
and guarantees is limited to requests that do not exceed:
- 5,000,000 euros for counterparties with a rating of up to 11
(Banque Populaire rating system)
- 8,000,000 euros for counterparties with a rating of between 6 and 10,
- 10,000,000 euros for counterparties with a rating of between
1 and 5, for a global debt not exceeding 5% of the Credit Crédit
Coopératif’s equity capital.
For amounts exceeding these limits, decisions are taken by the General
Manager after prior consultation with a Vice President and two
directors selected on the basis of the sectors.
To apply these limits, discount authorisations, authorisations backed by
assignment of receivables (Dailly) and guarantees are considered at
half their amount.
II - INTERNAL CONTROL
PROCEDURES
A charter, approved by the Audit Committee, defines the Crédit
Coopératif’s internal control system. It is based on banking regulations
and the risk-control principles of the Banque Populaire group of which
it is a member. These principles are defined by the Board of Directors
of the Banque Fédérale des Banques Populaires, the central body of the
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Banque Populaire group of which the President of the Crédit
Coopératif is a member, and are supplemented by benchmark
documents ensuring for each family of risk – credit, markets, operating
and compliance – an appropriate and uniform level of control within
the Banque Populaire group.
The internal control system is regularly reported to the Banque
Fédérale des Banques Populaires and the latter may perform inspections of it.
In 2005, in partnership with the teams of the Banque Fédérale des
Banques Populaires , the Crédit Coopératif continued to prepare for the
application of the forthcoming international prudential standards, the
so-called “McDonough” standards. This project is being performed
primarily by the risk management teams, particularly for loans, and
also involves major IT resources.
In the course of the year, the Crédit Coopératif’s internal control
arrangement was audited by the Banking Commission which assessed
the consistency of its architecture.
1. GENERAL
ORGANISATION
The internal control system of the Crédit Coopératif was developed in
accordance with the CRBF regulations. The system covers all the structures of the Crédit Coopératif group, its business units and each step
of its organisation. The President defines its organisational structure.
He allocates responsibilities and resources optimally so as to ensure, in
keeping with the guidelines laid down by the Board of Directors, the
coverage of risks, their exhaustive evaluation and their management.
The internal control system is based on control rules developed under
the responsibility of each of the units. This architecture is designedly
pragmatic, adapting to each activity in order to instil a risk-control
culture at every level of the organisation. Thus, it strives to leave no
area unsupervised.
The major-risks committee meets three times a year to discuss the
situation concerning all the risks of the Crédit Coopératif group.
During the year, a project was launched to reorganise the control
business lines in order to prepare for the application, from 1 January
2006, of the new internal control regulation, the CRBF 97.02 amended.
1.1. The internal actors involved in risk control
Three levels of control are implemented:
• first level: self-inspection, performed prior to operations or at the
same time as they are performed, by each staff member for the
purposes of the actions executed by that member in his or her
function. This is the essential bedrock of the internal control system.
It is enshrined in formally-enacted procedures and exists in material
form. Each unit is responsible for drafting its own procedures, which
are made available to staff members via the Crédit Coopératif group
intranet
• second level: continuous control ascertains compliance with the
rules of the profession or those specific to the Institution, and
ensures the existence, permanence and relevance of the controls.
This level covers both functional controls of areas such as accounts,
commitments and risks, and the controls laid down under regulations. The procedures define the methods of controls, their frequency
and the channels for feeding back information to line management
and the General Inspection Department.
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• third level: the periodical inspection is conducted by the General
Inspection Department, acting through investigations and missions.
It has access to all information required for the due exercise of its
mission. For the purposes of that mission, no considerations of
professional secrecy or reserved area can be upheld against it.
The Inspection Department works according to rules laid down in its
charter, and applies the IFACI professional standards relating to
Auditing. The Inspection programme is submitted to the General
Management Department. A written report is produced, reflecting the
views of all parties, and is forwarded to the General Management
Department and to the managers of the units concerned. In these
reports, recommendations are formulated and are followed up.
The Internal Control manager is responsible for ensuring the coherence
and effectiveness of the risk-control system. Answering directly to the
President of the Crédit Coopératif, that manager reports to the
President on the fulfilment of his mission. He submits to the Audit
Committee the report on the situation of the risk-monitoring system.
1.2. The role of the Board of Directors
The Board of Directors monitors and ensures the control of the main
risks incurred by the Institution and satisfies itself of the quality and
reliability of the internal control system, in accordance with prudential
regulations. The Board regularly examines loan files in dispute, files
exhibiting particular risks and requiring provisioning. It also examines
the report on the internal control of the company which is sent to the
Banking Commission and the Statutory Auditors.
The Board has set up two Committees – the Audit Committee and the
Risk Committee which deal, respectively, with issues relating to the
quality of the system of controlling risks and the risk situation. The
Audit Committee therefore examines the annual accounts, for each
company and consolidated, the main risk monitoring information, the
results of the internal control and the main conclusions of the
inspection missions. The Risk Committee operates at the level of the
various types of risk identified by the internal control procedure: credit,
market, operational and compliance risks. Its meetings are attended by
the Internal Control managers, the General Management Department,
the members of the Board of Directors and the statutory auditors.
2. RISK MONITORING AND CONTROL:
overview and main internal control procedures
The activities of the Crédit Coopératif group expose it to four major
categories of risk
• credit risks
• financial risks
• operating risks
• non-compliance risks.
2.1. Credit risks
The reform of the solvency ratio – the McDonough ratio – has caused
the Crédit Coopératif to start a major project in 2005 to meet the
regulatory requirements, with particular emphasis on credit risks.
Conducted in close collaboration with the dedicated teams of the
Banque Fédérale des Banques Populaires, it is part of a uniform
approach developed for the Banque Populaire group as a whole.
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This project, conducted by the Commitments Department, draws on
sizeable information-technology resources. From 2005 onwards, it has
led to the operational deployment of a new range of tools for evaluating commitments and alarms management.
Analysis
Loan files are analysed on the basis of formally enacted and defined
procedures and channels of referral, The relevant studies are developed
on the basis of analytical spreadsheets into which are entered the
accounting and financial information required to assess customer
quality and gathered by the sales/marketing teams through interviews
with their customers. This approach is supplemented by external information (Banque de France, Commercial Court Registries) and internal
information (summaries of the customer relationship produced by the
management system, ratings).
Decisions and delegations of powers
Every loan application is formally recorded using a standard file
adapted to each customer segment. This makes for uniform, efficient
loan processing. Loan decisions are based on a system of delegations
of powers taking account of the nature and amount of the facilities
applied-for.
Rating
A rating is assigned to the customer at each new loan decision. This
rating is used to monitor loan portfolio quality and helps in the dayto-day management of commitments. In the course of 2005, this
rating was complemented, for the majority of our customers, by the
scores issued by the tools developed by the Banque Fédérale des
Banques Populaires to calculate the new solvency ratio.
Monitoring commitments
The Group Commitments Department monitors risks individually and
using global approaches by recourse to a number of alarm systems,
and by analysing debt quality.
On the basis of the very specific nature of the Crédit Coopératif’s
business sectors and in particular the association sector, skills will be
reorganised within the Commitments Department in 2006, with a
more specialised approach to customer bases.
A weekly committee meeting is attended by the Commitments and
Disputed-loan managers. It makes decisions on the riskiest loan files,
laying down a plan of action. A report is written for each decision.
A monthly roundup is made on the control of its commitments by each
branch, on the basis of alarm indicators and the quality of its risk
assessment. The proceedings are summarised by the award of a rating
to each branch.
Monitoring outstanding debt
Risk is analysed using a consolidated approach to the commitments
for a given group. Tables summarising the situation by sector of
activity and by major customer segment are forwarded to General
Management every month, with an appraisal of any changes in the
quality of risks.
This approach also takes account of the risk premiums, which are
reported quarterly, broken down by customer sector and branch, and
grouped by General Delegation.
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Managing doubtful customers / customers in dispute
A special procedure defines the rules for downgrading loan files into
the disputed-claim category. Each candidate file for moving into the
disputed-claim category is examined beforehand by the Commitments
Department. This department performs an initial evaluation of the risk,
then the provisions are determined by the Disputes Department. These
provisions are reviewed each quarter at a committee meeting attended
by General Management and the technical departments concerned by
loan management.
Counterparty risk monitoring is also covered by procedures describing
the new-counterparty application process and the monitoring of
compliance with limits. The financial committee decides on the applications submitted to it, and a middle-office unit responsible for
monitoring transactions ensures compliance with the limits laid down.
A report on the list of authorisations is made to the Crédit Coopératif
decision-making body.
2.2.2. Management of the balance sheet
2.2. Financial risks
Interest rate risk
The Financial Operations Department is responsible for managing
liquidity, placing financial products with customers, own-account
management, Group asset-liability management and a debtmanagement consultancy mission to local government among other
customers.
The Crédit Coopératif faces interest-rate and liquidity risks in
connection with its ordinary activity of collecting resources and
distributing loans to customers.
Two methods are used to measure interest-rate risk. The first is based
on fixed-rate impasses in which all the employments and resources in
the balance sheet and off-balance-sheet statement are scheduled
either according to their contractual provisions (loans, e.g.), or
according to a schedule based on statistical analyses that measure the
actual behaviour of our different customer segments (sight deposits
and savings accounts). In order to reduce the interest-rate risk, a longterm investment portfolio is built up.
The second method is the one used by the Banque Fédérale des
Banques Populaires and consists of setting limits on changes in the
earning power and interest-rate margin according to a number of
interest-rate behaviour scenarios
An ALM committee, composed of General Management, the Financial
Director, the treasurer and the ALM meets on average once a month,
and determines the financing policies and the coverage of risks.
2.2.1. Liquidity and own-account management
The risks borne by the Crédit Coopératif as part of its stock market
activities result from the purchase of private bonds held in the
investment portfolio for less than three years and positions held in the
financial markets.
Although these risks remain limited, there has been a clear increase in
comparison with 2004. The Crédit Coopératif has decided to position
itself directly or via UCITs on a portfolio of international shares.
Exposure to alternative management has also been strengthened.
These operations are performed under authorisations given in terms of
counterpart limits, and limits as to duration and amount. The Crédit
Coopératif also has a limited activity in foreign-exchange trading,
while currency operations on behalf of customers are for the most part
covered by market trading.
A financial committee is composed of General Management, the
managers for asset management, middle office, liquidity management,
ALM and the Financial Director. This committee meets each week and
sets the major guidelines for managing proprietary operations.
A middle-office unit performs the necessary checks and submits the
portfolio valuation findings to the financial committee meetings. Risks
are analysed regularly on the basis of major asset classes and a transparent study is performed of the proprietary UCITs held.
Transactions are processed under the internal procedures controlling
activity and concerning the following:
• market risks:
- foreign exchange transactions management
- the primary and secondary bond market
- the monitoring and control of market risks: interest-rate and
liquidity limits
• the operating risks inherent in dealing-floor activities
- checking the entry of transactions by branches in debt instruments
issued by the Crédit Coopératif
- the management of trading tickets from the front office to the back
office
- the sending of confirmation for transactions effected directly by
traders with customers having direct access to the dealing floor
- first-level controls by traders and by the activity manager for the
day’s transactions entered in the front-office software.
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Foreign-exchange risk
At end 2005, the foreign-exchange position of the Crédit Coopératif,
excluding its structural position, does not exceed the threshold 2% of
equity capital at which a special capital-adequacy declaration must be
made relating to the foreign-exchange risk, as required by CRB
regulation 95-02.
Liquidity risk
As regards liquidity risk, the Crédit Coopératif is structurally a lender
on the interbank market and collects resources for the purposes of its
activity and requirements.
The liquidity risk is measured using a crisis scenario in which the
amounts of debts for collection fall by between 10% and 25% over one
year and short-term outstanding loans rise by 30% over one year.
Limits are set according to which the resources must cover at least
80% of employments for the next six months and for the year N+4.
2.3. Operating risks
Operating risks are defined as the risk of loss arising from the lack or
failure of procedures, persons, internal systems or external events.
Control of operating risks
Control of operating risks relies above all on an internal-control system
applied to all activities, and on the principle of the responsibility of the
operating line managements for their own risks.
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A risk-mapping methodology has been defined that is consistent with
the Banque Populaire group benchmark document.
Resources are dedicated to the management of IT risks. A charter sets
out the rules for the proper usage of the tools made available to staff.
The audits carried out in all the structures of the Crédit Coopératif
group have helped to reduce operational risks. With regard to the
Activities Continuation Plan, the work undertaken in the third quarter
of 2004 under the auspices of the Banque Fédérale was aimed in
particular, using common reference systems to list the main activities
and information systems, to provide the group’s establishments with a
homogeneous methodology.
Several tests of two major crisis scenarios (long-term unavailability of
information systems and inability to access head office premises) were
organised at the Crédit Coopératif in 2005. Two additional tests,
extending the emergency scope of activities, are planned for the first
half of 2006.
A project to maintain our Activities Continuation Plan in operational
condition is planned for 2006.
2.4. Non-compliance risks
The risk of non-compliance is defined as “the risk of legal, administrative or disciplinary penalty, significant financial loss or damage to
reputation resulting from failure to adhere to provisions relating
specifically to banking and financial activities, whether legislative or
regulatory in nature, and whether with regard to professional or
ethical standards or instructions from a management body taken, in
particular, according to the directions set by the deliberating body”.
A team dedicated to non-compliance risk was set up in 2005. It carries
out preventative actions and continuously monitors risks of noncompliance.
It operates in three main areas:
• ethics and compliance with professional standards
Risks relating to ethical issues are monitored by the group’s ethics
department. It uses a collection of standards disseminated to all staff
concerned and is responsible for regular monitoring of operations.
Risks relating to the application of the provisions of the general
regulations of the Financial Markets Authority (AMF) are handled at
the first level in operational procedures and permanent second level
monitoring is carried out by the Investment Services Control Manager.
• Prevention of money laundering and fraud
With regard to aspects relating to the prevention of money laundering
and fraud, the first level contains a computerised and decentralised
system in branches to detect unusual transactions. On the second
level, a dedicated cell is responsible for the ongoing monitoring of
operations and ensures the consistency and compliance of arrangements.
• Legal compliance
A body of procedures is being developed for the launch of new
products and new activities within the Crédit Coopératif group.
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III - ORGANISATION OF
INTERNAL CONTROL
PROCEDURES RELATING
TO ACCOUNTING AND
FINANCIAL INFORMATION
All banking transactions carried out by the different authorised units
are recorded using dedicated IT applications and, to a lesser extent, by
direct accounting entry.
Under a general, centralised processing system, the accounting information technology system produces standardised, referenced
elementary accounts posting entries, based on an organised
framework termed the “rules of the game”, that incorporates predefined accounting schedules, and uses a general system of accounts, the
operation of which obeys rules set and administered by the Accounts
Department (chart of accounts, accounting schedules, authorisations,
etc.).
Accounting and financial information is based on the chronological
recording of operations, the keeping of documentary evidence, and the
drafting of accounting procedures; formal enactment of the latter
point is in progress.
The end-to-end responsibility for the accounting process lies with the
Accounts Department, which defines the accounting checks to be
performed by each of the management units.
In keeping with the principles outlined above, the internal control
actors of accounting and financial information can be broken down
into the following three levels of control:
• decentralised self-inspection performed by staff in the operating
departments, as regards the conditions for performance of banking
operations
• permanent accounting control performed by the operating departments and by the Accounts Department. Thus, vouchered reports
evidencing general-accounts balances are output monthly by the
departments and at the branches, and then centralised for checking
and analysis by the Accounts Department. The latter also performs
reconciliations between the inventories and the accounting balances.
Any anomalies observed are fed back to the line management directly
concerned, and to the Continuous Inspection Department.
• Lastly, periodical checks by:
- the Crédit Coopératif Audit Department, performing targeted
missions at branches and in the central services
- the Statutory Auditors, as part of their annually scheduled missions
for auditing the financial statements at 30 June and 31 December
- and externally, the Inspection Departments of the BFBP and the
Commission Bancaire [French banking commission].
Main accounting-control procedures
Progress in accounting controls is recorded as it happens using a
monitoring table, analysed at regular intervals by the Accounts
Department line management, and summarised half-yearly for the
information of the Continuous Control Department and the Accounts
Department. Within this framework, various alarms are issued as
regards suspense accounts (amount, direction, duration, type, etc.), the
balances of anomalous accounts and the difficulties experienced by
the counterparty units.
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The statutory reports are produced at regular intervals using a
dedicated system, associating with the accounting data a variety of
attributes generated by the various applications. Documents are crosschecked to ensure consistency in the information produced.
These reports are drawn up for the company itself and at the level of
the Crédit Coopératif group and Banques Populaires networks.
The Accounts Department performs a monthly calculation of net
banking income and a quarterly determination of the net result after
corporation tax. These items are checked against the budget data. The
financial-statements finalising schedule is disseminated to the units
concerned, stating the information required and the time-limits to be
adhered-to.
Some off-balance-sheet commitments that are not yet included in the
internal information technology systems are dealt-with manually.
Apart from the actions of the Statutory Auditors, the quality of the
accounting processes is inspected by the Crédit Coopératif Audit
Department, the Inspection Department of the Banque Fédérale des
Banques Populaires and the Commission Bancaire official services;
these officials perform their checks on the basis of statutory reports
sent to them at regular intervals, or perform inspections on the spot.
IV - EXTERNAL CONTROL
PROCEDURES
The Statutory Auditors have a permanent, independent mission of
verifying the Company’s accounting amounts and documents, of
checking the compliance of the accounts with the current rules, and of
checking consistency with the annual financial statements and the
truth of and fair view given by the information set out in the
management report by the Board of Directors.
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STATUTORY AUDITORS' REPORT
DRAWN UP PURSUANT TO ARTICLE L. 225-235
OF THE COMMERCIAL CODE, AND COVERING THE REPORT
BY THE PRESIDENT OF THE BOARD OF DIRECTORS
OF CRÉDIT COOPÉRATIF S.A., ON THE INTERNAL CONTROL PROCEDURES
WHICH RELATE TO THE ORIGINATION AND PROCESSING
OF THE ACCOUNTING AND FINANCIAL INFORMATION.
FINANCIAL YEAR ENDED 31 DECEMBER 2005
Ladies and Gentlemen,
In our capacity as the statutory auditors of Crédit Coopératif S.A., and
pursuant to Article L. 225-235 of the Commercial Code, we submit to
you our own report on the report drawn up by your company’s
President in accordance with Article L. 225-37 of the Commercial Code
in respect of the financial year ended 31 December 2005.
It is the President’s task, in his report, to give an account, among
others, of the manner in which the proceedings of the Board were
prepared and organised, and of the internal-control procedures instituted in the company.
It is our duty to communicate to you any remarks we have to make on
the information given in the President’s report on the internal control
procedures which relate to the origination and processing of the
accounting and financial information.
We conducted our examination in accordance with professional rules
and practices applicable in France. Those rules and practices require us
to perform investigations to assess the truth and fairness of the information given in the President’s report on the internal control procedures which relate to the origination and processing of the accounting
and financial information. These investigations focused among others
on the following:
Paris La Défense and Paris,
21 March 2006
KPMG Audit
A department of KPMG S.A.
Rémy Tabuteau
Partner
SOFIDEEC Baker Tilly
Pierre Faucon
Partner
• acquainting ourselves with the objectives and general organisation
of the internal-control function, and with the internal control procedures governing the generation and processing of accounting and
financial information, as set out in the President’s report
• acquainting ourselves with the work and activities underlying the
information so set out in that report.
Christian Alibay
Partner
On the basis of this work, we have no comments to make on the information provided with regard to the internal control procedures for the
generation and processing of financial information contained in the
report of the President of the Board of Directors, prepared according
to the provisions of the last paragraph of article L 225-37 of the
Commercial Code.
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DRAFT RESOLUTIONS
SUBMITTED TO THE GENERAL MEETING
FIRST RESOLUTION
The General Meeting, having acquainted itself with the contents of the
management report of the Board of Directors, the report of the
President of the Board of Directors and the Statutory Auditors’ reports,
approves as presented the parent-company financial statements for
the year ended on 31 December 2005.
That meeting approves unreservedly all the operations carried out
during the 2005 financial year, and gives discharge to the directors for
their management mission for that financial year.
SECOND RESOLUTION
The General Meeting, after having acquainted itself with the contents
of the management report of the Board of Directors and the Statutory
Auditors’ report, approves as presented the consolidated financial
statements for Crédit Coopératif for the year ended on 31 December
2005.
THIRD RESOLUTION
In accordance with Article 9 of the Articles of Association and at the
proposal of the Board of Directors, the General Meeting sets at 3% for
the financial year 2005 the rate of interest on the non-voting
preferred-interest shares, termed “C” shares, entitled to a 50% tax
rebate as stated in Article 158.3 2 of the CGI, for the benefit of
individuals only.
This interest shall be paid on 27 June 2006. Holders of such shares shall
have the option of receiving payment of the interest in C shares or in
cash. Any such holder wishing to be paid in C shares must return the
reply coupon before 20 June 2006.
The share of distributed income entitled to the 50% rebate is 100%.
FOURTH RESOLUTION
In accordance with Article 9 of the Articles of Association and at the
proposal of the Board of Directors, the General Meeting sets at 3% for
the financial year 2005 the rate of interest on the special preference
shares, termed “B” shares, bearing in mind that the number of shares
providing entitlement to a 50% tax rebate as stated in Article 158.3 2
of the CGI, for the sole benefit of individuals, sole traders, and intuitu
personae partnerships [sociétés de personnes], is negligible. This
interest shall be paid on 28 June 2006. Holders of such shares shall
have the option of receiving the interest payment in B shares or in
cash. Any such holder wishing to be paid in B shares must return the
reply coupon before 22 June 2006.
FIFTH RESOLUTION
Noting that the result for the financial year was net income of
25,068,902 euros, and that the balance sheet shows a positive balance
on retained earnings of de 2,127,107 euros the General Meetings
resolves that, in accordance with Article 42 of the Articles of
Association, the total distributable profit of 27,196,009 euros be
appropriated as follows:
• to the legal reserve, 15% of the net income (of 25,068,902 euros)
..............................................................................................................3.760.335 euros
• to the reserve prescribed by the articles ......................10.000.000 euros
• to the special investment reserve ..........................................189.349 euros
• to carry forward as retained earnings ............................6.420.086 euros
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• to remunerate the C shares at the rate of 3 % prorata temporis
............................................................................................................2.319.366 euros
• to remunerate the B shares at the rate of 3% prorata temporis
............................................................................................................4.056.873 euros
• to pay a cooperative rebate of ................................................450.000 euros
to members, to be distributed in proportion to the value of transactions made by each member with the company.
The General Meeting is reminded that no interest was paid to members
holding A shares, in respect of the three previous financial years. A
cooperative rebate was paid in respect of the financial years 2002,
2003 and 2004. Interest was paid to the holders of C shares in respect
of financial years 2002, 2003 and 2004 and to the holders of B shares
in respect of financial years 2002, 2003 and 2004.
SIXTH RESOLUTION
The General Meeting, having heard read out the Statutory Auditors’
special report on agreements falling within Articles 225-38 and
following of the Commercial Code, approves the operations set out
therein.
SEVENTH RESOLUTION
The General Meeting duly notes that the share capital, which had
amounted to 232,779,629.50 euros at 31 December 2004 reached
291,009,558.50 euros at 31 December 2005, having increased by
58,229,929 euros.
EIGHTH RESOLUTION
The General Meeting resolves, in accordance with Article 24 of the
Articles of Association, to set the sum of 250,000 euros as the overall
annual amount of fees paid to directors and external supervisors
[censeurs]. This resolution, applicable to the current financial year, shall
be maintained until resolved otherwise.
NINTH RESOLUTION
The General Meeting confers the fullest powers upon the bearer of a
copy or extract of the minutes of this meeting for the fulfilment of all
formalities of filing and declaration prescribed by law.
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THE CREDIT COOPERATIF
BRANCH NETWORK (LOCATIONS)
Region
Contact branch
Address
Credit Cooperatif
ALSACE
67080 STRASBOURG cedex
1 quai Kléber
03.88.15.56.00
BTP Banque
03.88.15.56.01
AQUITAINE
47007 AGEN cedex
64103 BAYONNE cedex
33074 BORDEAUX cedex
14 place Jean Baptiste Durand BP 269
36 allées Marines BP 305
rue Marguerite Crauste,immeuble le Prisme
05.53.47.19.04
05.59.25.32.60
05.57.81.40.00
05.57.81.27.10
33024 BORDEAUX cedex
40103 DAX cedex
64007 PAU cedex
3 place des Quinconces BP 84
28 cours du Maréchal Joffre BP 143
24 rue Ronsard BP 707
05.56.44.39.66
05.58.74.60.56
05.59.14.00.70
05.59.14.00.70
24203 SARLAT LA CANEDA cedex
63407 CHAMALIERES cedex
43000 LE PUY EN VELAY
14052 CAEN cedex 4
21070 DIJON cedex
58 rue de la République BP 86
Centre Beaulieu III 33 boulevard Berthelot
35 boulevard Saint Louis
10 place du Maréchal Foch
1 avenue Kellerman BP 27040
05.53.59.03.77
04.73.19.56.90
04.71.05.72.76
02.31.15.36.60
03.80.50.96.00
56105 LORIENT cedex
29196 QUIMPER cedex
35004 RENNES cedex
35004 RENNES cedex
CENTRE
45006 ORLEANS cedex
37009 TOURS cedex
CHAMPAGNE-ARDENNE 51063 REIMS cedex
FRANCHE-COMTÉ
25043 BESANCON cedex
10 boulevard Svob BP 525
6 rue de Falkirk
3 rue de l'Alma BP 90429
3 rue de l'Alma BP 60426
69 boulevard Alexandre Martin BP 1601
4 rue des Tanneurs BP 917
20bis boulevard de la Paix BP 1364
22 avenue Fontaine-Argent
02.97.84.26.80
02.98.55.96.00
02.99.85.96.96.
02.38.65.46.60
02.47.64.98.98
03.26.47.15.40
03.81.47.66.00
HAUTE-NORMANDIE
76175 ROUEN cedex
22 rue Alsace-Lorraine BP 1114
02.35.07.86.00
76600 LE HAVRE
93000 BOBIGNY
95031 CERGY PONTOISE cedex
94048 CRETEIL cedex
91002 EVRY cedex
02.35.19.22.78
01.48.32.34.37
01.30.30.70.60
01.45.17.25.90
01 69 87 48 00
91300 MASSY
77000 MELUN
92002 NANTERRE cedex
75014 PARIS
75008 PARIS
75544 PARIS cedex 11
2 avenue Foch BP 993
1 rue Carnot
2 mail des cerclades
38-42 avenue Pierre Brossolette
Parc Elysées Evry-Courcouronnes
17-19 rue Michel Ange BP 53
2 place du Vieux Clocher
11 rue de la Brasserie Grüber
33 rue des Trois Fontanot BP 211
99 rue de la Tombe Issoire
80 rue de Courcelles
252 boulevard Voltaire
75010 PARIS
75009 PARIS
75852 PARIS cedex 17
75008 PARIS
93200 SAINT DENIS
78004 VERSAILLES cedex
11020 CARCASSONNE cedex
34009 MONTPELLIER cedex 01
34009 MONTPELLIER cedex 01
30915 NIMES cedex 2
19105 BRIVE LA GAILLARDE cedex
87002 LIMOGES cedex
57005 METZ cedex 01
57003 METZ cedex 01
54006 NANCY cedex
31009 TOULOUSE cedex 6
60 boulevard de Strasbourg
4 rue Auber
251 boulevard Pereire
86 rue de Courcelles BP 269
4 allée Verte BP 41
5-7 rue du Maréchal Foch BP 432
8 place Davilla BP 22
8 boulevard Victor Hugo BP 71188
8 boulevard Victor Hugo BP 61108
49 avenue Jean Jaurès CS 24004
square Docteur François Chassagnac BP 174
7 cours Jourdan BP 64
35 bis avenue Foch BP 90172
35 bis avenue Foch BP 10076
81 rue Saint Georges BP 328
6 rue Raymond IV BP 435
01.40.37.86.60
01.44.94.57.10
59375 DUNKERQUE cedex
59023 LILLE cedex
3 à 5 rue du Président Wilson BP 1019
2 bis rue de Tenremonde BP 565
03.28.65.86.10
03.20.12.36.30
59777 EURALILLE cedex
49101 ANGERS cedex 02
72013 LE MANS cedex 2
44002 NANTES cedex 01
44011 NANTES cedex 01
80009 AMIENS cedex 02
17006 LA ROCHELLE cedex
79025 NIORT cedex
86008 POITIERS cedex
13617 AIX EN PROVENCE cedex 1
84071 AVIGNON cedex 4
13269 MARSEILLE cedex 08
13252 MARSEILLE cedex 06
13431 MARSEILLE cedex 06
06010 NICE cedex 1
Euralliance - 2 avenue Kaarst
21 boulevard Carnot BP 70127
25 avenue François Mitterand
42 boulevard Gabriel Guist'hau BP 90215
42 boulevard Gabriel Guist'hau BP 81105
5 place Léon Debouverie BP 0901
27 quai Valin BP 175
7 place de la Comédie BP 28520
4 rue du Chaudron d'Or BP 312
Tour Hemilythe 150 ave G. Pompidou BP 10325
1 rue Saint Jean le Vieux BP 412
112 avenue du Prado BP 266
112 avenue du Prado BP 22
45 cours Pierre Puget BP 208
5 rue Cronstad BP 1577
03.20.89.53.20
02.41.60.86.60
02.43.24.92.10
02.40.20.66.00
83091 TOULON cedex
74013 ANNECY cedex
38016 GRENOBLE cedex
6 rue Adolphe Guiol BP 5007
24-26 avenue de chambery BP 411
29 avenue Félix Viallet BP 452
04.94.92.55.60
04.50.51.86.22
04.76.86.66.00
38010 GRENOBLE cedex 1
69201 LYON cedex 01
69423 LYON cedex 03
3 boulevard des diables bleus BP 306
1 place Louis Pradel BP 58
103 avenue du Maréchal de Saxe
04.76.50.75.50
04.72.98.06.00
04.72.84.46.00
42007 SAINT- ETIENNE cedex 1
26001 VALENCE cedex
12 bis avenue de la Libération BP 535
15 boulevard Bancel BP135
04.77.49.26.10
04.75.78.16.00
COOPABANQUE
your direct banking branch
AUVERGNE
BASSE-NORMANDIE
BOURGOGNE
BRETAGNE
04.73.19.56.90
02.31.15.36.60
03.80.50.83.50
02.97.84.26.80
02.98.55.96.00
02.99.85.96.87
02.38.65.46.60
03.26.47.15.40
03.80.50.83.50
02.35.07.82.39
ILE-DE-FRANCE
01.60.13.51.50
01.64.37.71.85
01.47.24.85.85
01.44.10.76.80
01.44.15.86.50
01.58.39.86.00
01.30.30.70.61
01.58.39.86.30
01.58.39.86.30
LANGUEDOCROUSSILLON
LIMOUSIN
LORRAINE
MIDI-PYRÉNÉES
01.53.81.86.60
01.56.79.60.00
01.49.40.16.90
01.39.07.16.00
04.68.10.26.00
04.67.06.18.18
01.39.07.16.00
04.67.06.18.16
04.66.36.31.21
05.55.74.27.58
05.55.10.36.50
03.87.75.97.40
05.55.10.36.50
03.87.75.97.42
03.83.39.06.30
05.62.73.66.80
05.62.73.66.86
NORD/PAS-DE-CALAIS
03.28.52.06.00
PAYS- DE- LA- LOIRE
PICARDIE
POITOU-CHARENTES
PROVENCE/ ALPES/
CÔTE- D'AZUR/CORSE
RHÔNE-ALPES
03.22.71.36.36
05.46.41.46.22
05.49.77.36.90
05.49.62.66.90
04.42.91.65.01
04.90.27.26.50
04.91.00.36.00
02.40.20.66.60
03.22.71.36.36
05.49.62.66.90
04.91.13.71.85
04.91.13.71.85
04.91.81.63.53
04.92.17.56.60
04.92.17.56.60
04.91.13.71.85
04.76.86.66.00
04.72.60.08.70
Individuals
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(local call rates)
Crédit Coopératif : www.credit-cooperatif.coop
BTP Banque : Direction Commerciale 33 rue des Trois Fontanot BP 211 92002 Nanterre cedex Tél. 01 47 24 82 47 - Fax 01 47 24 80 80 - www.btp-banque.fr
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TEAMS NEAR YOU
Two banking networks :
Crédit Coopératif
BTP Banque
Crédit Coopératif General Delegations
General Delegations head offices
Crédit Coopératif branches
BTP Banque branches
A list of branches is available on www.credit-cooperatif.coop
and www.btp-banque.fr
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