Part H – Related-party transactions

In compliance with the provisions of Consob resolution 17221 of 12 March 2010 and subsequently amended by means of Resolution 17389 dated 23 June 2010, the procedure relating to transactions with related parties, approved by the Board of Directors on 1 December 2010 and revised by the same body on 29 June 2012, was prepared. This document was published in the “Investor Relations” section of the Bank’s website www.bancaifis.it.

During 2012 no significant transactions with related parties were undertaken.

As of 31 December 2012, the Banca IFIS S.p.A. Group remains controlled by La Scogliera S.p.A. and consists of the Parent Company, Banca IFIS S.p.A., and the wholly-owned subsidiaries IFIS Finance Sp. Z o.o. and TF Sec S.r.l., to be liquidated.

The types of related parties, as defined by IAS 24, that are relevant for the Banca IFIS Group include:

- the parent company;

- key management personnel;

- close relatives of key management personnel and the companies controlled by (or associated to) them or their close relatives.

Here follows information on the remuneration of key management personnel, together with information on transactions undertaken with the different types of related parties.

1. Information on remuneration of key management personnel

The definition of key management personnel, as per IAS 24, includes all those persons having authority and responsibility for planning, directing and controlling the activities of Banca IFIS, directly or indirectly, including the Bank's directors (whether executive or otherwise.

In compliance with the provisions of Bank of Italy’s Circular 262 of 22 December 2005 (as updated on 18 November 2009), key management personnel also include the members of the Board of Statutory Auditors.

Key management personnel

Short-term employee benefits Post employment benefits Other long-term benefits Termination benefits Share-based payments
3.549 - 283 42 -

Nelle informazioni sopra riportate sono compresi i compensi corrisposti agli Amministratori per un importo lordo di 2.327 mila euro e ai Sindaci per un importo lordo di 140 mila euro.

 

2. Information on related-party transactions

Items Parent company Managers with strategic responsibilities Other related parties Total % on consolidated
Due from customers 6.797 - 1.648 8.445 0,4%
Total assets 6.797 - 1.648 8.445 0,1%
Due to customers - 4.611 1.553 6.164 26,2%
Other liabilities 30.302 - - 30.302 0,4%
Total liabilities 30.302 4.611 1.553 36.466 0,4%
   
Items Parent company Managers with strategic responsibilities Other related parties Total % on consolidated
Interest receivable and similar income 179 - 73 252 0,1%
Interest due and similar expenses - (100) (256) (356) 0,3%
Commission income 13 - 53 66 0,1%
Other operating income/expenses - (100) (256) (356) 0,3%
   

Transactions with the parent company relate to:

The current account relationship with the parent company, La Scogliera S.p.A.. The balance at 31 December 2012 shows a receivable due from La Scogliera S.p.A. to Banca IFIS S.p.A. for an amount of 6.797 thousand Euro. Relations with La Scogliera S.p.A. are conducted at arm's length.

the lease from Banca IFIS to La Scogliera S.p.A. of part of the building where the Bank maintained its head office until the end of 2005. Pursuant to this contract, Banca IFIS receives annual rental fees of 49 thousand Euro plus VAT. This price is determined at arm's length.

Banca IFIS, together with the parent company, La Scogliera S.p.A., opted for the application of group taxation (tax consolidation) in accordance with articles 117 et seq of Presidential Decree no. 917/86. Infragroup transactions were regulated by means of private written agreements between the parties, signed in the month of May 2010. These agreements are of a three-year validity. Banca IFIS has an address for service of notices of documents and proceedings relating to the tax periods for which this option is exercised at the office of La Scogliera S.p.A., the consolidating company. Under this tax regime, Banca IFIS’s taxable income is transferred to La Scogliera S.p.A., which is responsible for calculating overall group income. Following this decision, at 31 December 2012 Banca IFIS recognised payables due to the parent company for 30.302 thousand Euro under Other liabilities. This amount takes into account the offset of the parent company’s tax losses in accordance with the procedure applicable under both this regime and the specific agreements the companies entered into.

Relations with key management personnel relate almost entirely to savings accounts regulated at arm's length; in addition, there is an outstanding sublease contract established at arm's length.

Relations with other related parties are part of Banca IFIS’s ordinary business and the conditions applied are in line with market conditions. In detail:

Ordinary factoring operations in favour of a company directed by a close relative of a member of the Board of Directors continued: the Banca IFIS Group’s exposure at 31 December 2012 amounted to 1.648 thousand Euro.

some persons qualifying as related parties held rendimax accounts with the Bank amounting to 1.553 thousand Euro overall.

     
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