2. Perfil de la empresa
2.2. Información general
1. Information on the remuneration of key management personnel
The following table reports the remuneration paid to key management personnel in the first half of 2012. Managers with strategic responsibilities a) Short-term benefits 4,628 b) Post-employment benefits 166
c) Other long-term benefits -
d) Indemnities due on termination of employment -
e) Share-based payments -
Total 4,794
Key management personnel comprise members of the Parent Bank's General Management team, as defined in its articles of association, as well as its serving directors and statutory auditors. The remuneration categories included in the above table comprise:
a) Short-term benefits: this includes: i) for General Management: wages, salaries and related social security contributions, payment in lieu of vacation and sick leave, incentives and benefits in kinds, such as medical assistance, housing, company cars and goods and services provided free or at reduced cost; ii) for Directors and Statutory Auditors: attendance fees and remuneration for the performance of their duties (including for similar offices held in Group companies);
b) Post-employment benefits: these include the Group's contributions to pension funds (pension and retirement plans, life assurance and health care subsequent to termination) and the provision for severance indemnities recorded on the basis required by law and in-house agreements;
c) Other long-term benefits: there are no other long-term benefits worthy of mention (such as leave of absence or sabbaticals related to length of service, bonuses linked to anniversaries, other benefits linked with length of service, disability benefits and, if due more than twelve months after the reporting date, profit share, incentives and deferred remuneration);
d) Indemnities due on termination of employment: these include the amounts paid for early termination prior to pensionable age, incentives for voluntary redundancy and incentives for early retirement;
e) Share-based payments: these include the cost of shares granted on achieving a certain length of service or specific objectives.
2. Information on related-party transactions
“Related-party transactions” are defined as all transactions with parties defined as such in IAS 24.
More specifically, with reference to the organisation and governance of the Group, the following parties are deemed to be “related parties”:
- companies under joint control: companies over which the Group exercises joint control, whether directly or indirectly;
- associated companies: companies over which the Group exercises significant influence, whether directly or indirectly;
- key management personnel, i.e. members of General Management of the Parent Bank and its banking subsidiaries, the General Manager and/or Managing Director of the other subsidiaries, the Directors and Statutory Auditors of the Parent Bank and other Group companies;
- “close relatives” of key management personnel;
- companies controlled by, jointly controlled by or associated with key management personnel or their close family;
- parties that manage pension plans for the Group's employees and any other parties related to the Group.
“Close relatives” are deemed to be: (a) companion and children of the related party; (b) children of the companion; (c) dependents of the related party or of their companion.
The following tables summarize the balances and transactions with related parties during the period and their impact on cash flow, according to their classification at 30 June 2011.
Balance sheet
Related parties
(in thousands of euro)
Loans and advances to banks Loans and advances to customers
Other assets1 Deposits from banks Due to customers Other liabilities2 Guarantees and commitments - Associated companies - 79,540 860 - 121,593 658,559 19,964 - Companies under joint control - - - - - Managers with strategic
responsibilities
-
20,718 15 - 10,827 7,700 16
- Other related parties3 9 132,379 6,413 - 48,487 4,260 17,488
Total 9 232,637 7,288 - 180,907 670,519 37,468 Total reported in balance sheet 3,353,531 30,269,915 7,595,307 8,300,712 18,685,796 13,252,538 3,470,322
% incidence 0.00% 0.77% 0.10% 0.00% 0.97% 5.06% 1.08%
1 Asset line items 20, 40, 50 and 160 from the consolidated statement of financial position. 2 Liability line items 30, 40, 50 and 100 from the consolidated statement of financial position.
3 Include the close relatives of key management personnel, companies controlled by, jointly controlled by or associated with key management personnel or their close family, and parties that manage pension plans for the Group's employees and any other parties related to the Group.
Income statement
Related parties
(in thousands of euro) Interest income
Interest expense
Net fee and commission income Other costs / other revenues 1 - Associated companies 1,555 (14,641) 14,235 (17,748)
- Companies under joint control - - - - - Managers with strategic
responsibilities
274 (199) 141 (4,794)
- Other related parties 2 2,549 (375) 434 (277)
Total 4,378 (15,215) 14,810 (22,819)
Total reported in balance sheet 671,286 (420,333) 164,068 (310,154)
% incidence 0.65% 3.62% 9.03% 7.36%
1 Line items 180 and 220 from the consolidated income statement. They include the remuneration paid to key management personnel of the Parent Bank only.
2 Include the close relatives of key management personnel, companies controlled by, jointly controlled by or associated with key management personnel or their close family, and parties that manage pension plans for the Group's employees and any other parties related to the Group.
Cash flows
Cash flows
Cash flows
(in thousands of euro) 30/06/2012
Loans and advances to banks 9
Loans and advances to customers (194,442)
Other assets 1 520
Total cash flows with related parties (193,913) Total liquidity absorbed by financial assets (1,443,578)
% incidence 13.43%
1 Asset line items 20, 40, 50 and 160 from the consolidated statement of financial position.
Cash flows
(in thousands of euro) 30/06/2012
Deposits from banks -
Due to customers 30,409
Other liabilities 2 (97,470)
Total cash flows with related parties (67,061) Total liquidity generated by financial liabilities 1,366,345
% incidence -4.91%
Cash flows
(in thousands of euro) 30/06/2012
Interest income and similar revenues 4,378
Interest expense and similar charges (15,215)
Net fee and commission income 14,810
Other income/other costs 3 (22,819)
Total cash flows with related parties (18,846) Total cash flow from operations 74,409
% incidence -25.33%
3 Line items 180 and 220 from the consolidated income statement.
3. Disclosures by listed issuers and issuers whose financial instruments are held by the general public pursuant to Article 116 of the TUF – Requirements pursuant to Article 114.5 of Legislative Decree no. 58/98
CONSOB Communication 6064293 dated 28 July 2006 regarding “Disclosures by listed issuers and issuers whose financial instruments are held by the general public per Article 116 of the TUF – Requirements pursuant in accordance with Article 114.5 of Legislative Decree no. 58/98”, requires all listed companies and issuers of securities held by the public to provide detailed information in their explanatory notes and report on operations regarding: related-party transactions, significant and non-recurring events and operations, and positions and transactions deriving from atypical and/or unusual transactions.
In order to comply with the above CONSOB Communication, on 23 January 2007 the Board of Directors of the Parent Bank approved the “Regulations for reporting information about: transactions with related parties, significant and non-recurring transactions and atypical and/or unusual transactions”.
These Regulations bring together all the rules applied by Banca Popolare di Vicenza S.C.p.A. and its subsidiaries to identify transactions with related parties, significant and non-recurring transactions and atypical and/or unusual transactions, defining quantitative/qualitative criteria for the identification of such transactions for the purposes of reporting them in the financial statements pursuant to the CONSOB communication referred to above.
In order to define the operational rules applying within the Group that ensure implementation of the instructions contained in the above Regulations, a Manual has been prepared to clarify how to identify related parties, significant and non-recurring transactions and atypical and/or unusual transactions, and to establish the responsibilities for and controls over such activities. The definitions and qualitative/quantitative criteria set out in the Regulations for the identification of the above transactions are presented below.
Related-party transactions
The definition of “related parties” is included in the earlier point 2 entitled “Information on related-party transactions”.
Significant and non-recurring transactions
“Significant and non-recurring” transactions are defined as all transactions that are not repeated frequently in the ordinary course of the Group's activities and whose balance sheet and/or economic value exceeds a certain materiality threshold. In particular:
- Significant transactions:
transactions whose balance sheet and/or economic value exceeds at least one of the following parameters:
1% of Group equity, as reported in the latest consolidated financial statements;
4% of the Group's net income for the year, as reported in the latest consolidated financial statements.
For the purposes of the above calculation, each transaction must be considered separately; if transactions are strictly and objectively related as part of the same strategic or operational plan, the calculation must refer to all the related transactions taken together.
If no consideration is agreed for a transaction, its ”normal value” must be determined beforehand to reflect the price at which the transaction would have taken place between independent parties on arms‟-length terms.
Standard funding, lending and investment activities conducted on normal market terms are not reported as significant transactions.
- Non-recurring transactions:
transactions that are not repeated frequently in the ordinary course of the Group's activities. The frequency of transactions must also be assessed with reference to prior years as well as to the current year.
Atypical and/or unusual transactions
These are defined as all significant transactions, as defined above, which due to the nature of the counterparties, the purpose of the transaction, the method of determining the transfer price or the timing of the event (close to the accounting reference date) may give rise to doubts about the correctness/completeness of the information reported in the financial statements, possible conflicts of interest, the safeguarding of assets or the protection of minority stockholders.
Atypical and/or unusual transactions are a subset of significant transactions and are identifiable from the atypical nature of the counterparty or purpose of the transactions and/or from the unusual way in which the transfer price is determined or from the timing of the event.
As an example, the following may be atypical and/or unusual transactions:
with reference to the nature of the counterparty: significant transactions arranged with related parties;
with reference to the purpose of the transaction: significant transactions involving the transfer of resources, services or obligations that are not conducted in the ordinary course of the Group's activities;
with reference to the way that transfer price is determined: significant transactions whose transfer price is not determined on an arms'-length basis and, in any case, those for which no consideration is agreed;
with reference to the timing of the event: significant transactions arranged close to the accounting reference date or other relevant dates for the purposes of providing information to the stockholders and/or the market.
With reference to the transactions referred to above, the following quantitative disclosures provided in accordance with the requirements of CONSOB Communication 6064293 dated 28
3.1 Related-party transactions
The related quantitative disclosures have been provided earlier in point 2 “Information on related-party transactions”.
3.2 Significant non-recurring events and transactions
No significant and non-recurring transactions were arranged during the first half of 2012. 3.3 Positions or transactions deriving from atypical and/or unusual transactions
No atypical and/or unusual transactions with a significant effect on the Group's balance sheet, financial position and results of operations were arranged during the first half of 2012.