Bank of Italy inspection
The Bank of Italy carried out an inspection at the Bank’s Head Office from 1 August to 14 December 2012, pursuant to art. 54 of Legislative Decree no. 385 of 1.9.1993.
The inspection was a follow-up on the checks performed by the Supervisory Board in the period 27/09/2010 – 27/12/2010. At the date of preparing this document, the Bank's senior management still had not received the inspection report.
Report on Corporate Governance and Shareholding Structure
Pursuant to article 123 bis, paragraph three, of Legislative Decree no. 58 of 24 February 1998 (the Consolidated Law on Banking), a report, separate from this Directors’ report, was prepared. It was approved by the Board of Directors and published together with the draft financial statements at 31 December 2012. This report is also available in the ‘Corporate Governance' section of the Bank’s internet site www.bancaifis.it.
The Report on Corporate Governance and Shareholding Structure has been drawn up according to the format provided by Borsa Italiana.
Together with this Report, the “Report on Remuneration” prepared pursuant to art. 123 ter of the Consolidated Law on Finance, was also made available.
Adoption of Opt-Out Option Pursuant To Consob Regulation 18079 of 20 January 2012
On 21 January 2013, Banca IFIS's Board of Directors’ Meeting resolved, as per article 3 of Consob Regulation no. 18079 of 20 January 2012, to adopt the opt-out option pursuant to art. 70, paragraph 8 and article 71, paragraph 1-bis, of Consob’s Regulation on Issuers, thus exercising the right to depart from the obligations to publish information documents required in connection with significant operations like mergers, demergers, capital increases by contribution in kind, acquisitions and sales.
In compliance with article 34, paragraph 1, letter g) of Lgs. Decree no. 196 of 30 June 2003 (the Personal Data Protection Code), the group periodically updates its ‘Personal Data Protection Document’ in which the measures taken to guarantee protection of processed personal data are set out..
Parent Company management and coordination
Pursuant to articles 2497 to 2497 sexies of the Italian Civil Code, it should be noted that the parent company La Scogliera S.p.A. does not carry out any management and coordination activities with respect to Banca IFIS, notwithstanding article 2497 sexies of the Italian Civil Code, since the management and coordination of investee financial companies and banks is expressly excluded from La Scogliera’s corporate purpose.
National consolidated tax regime
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.
Transactions between these companies were regulated by means of a private written agreement between the parties, signed in the month of May 2010. This agreement lapses after three years. 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 the overall group income. Following this decision, at 31 December 2012 Banca IFIS recognised payables due to the parent company amounting to 30.302 thousand Euro. 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.
Transactions on treasury shares
The Shareholders’ Meeting of 27 April 2012 renewed the authorisation to buy and sell treasury shares, pursuant to article 2357 ff of the Italian Civil Code, as well art. 132 of Leg. Decree 58/98, establishing a price interval within which the shares can be bought, in this case between a minimum of 2 Euro and a maximum of 20 Euro, for a total amount of 20 million Euro. The Meeting also established that the authorisation lapses after 18 months from the date the resolution was passed.
At 31 December 2010, the bank held 997.190 treasury shares for a value of 3.968 thousand Euro and a par value of 997 thousand Euro.
During 2012 Banca IFIS made the following transactions on treasury shares:
- it bought, at an average price of 4,64 Euro, 915.095 treasury shares worth 4.249 thousand Euro and a par value of 915 thousand Euro;
- it sold, at an average price of 4,66 Euro, 1.652.380 treasury shares worth 7.694 thousand Euro and a par value of 1.652 thousand Euro, realising a profit of 817 thousand Euro which, in compliance with international accounting standards, was recorded under the capital reserves;
The balance at the end of the year is therefore 259.905 treasury shares, for a value of 1.340 thousand Euro and a par value of 260 thousand Euro.
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.
For information on individual related party transactions, please refer to part H of the notes.
Atypical or unusual transactions
During 2012 the Banca IFIS Group did not carry out atypical or unusual transactions as defined by Consob Communication no. 6064293 of 28 July 2006.
Research and development activities
Due to its business, the Group did not implement any research and development programmes during the year.
Venice - Mestre, 6 March 2013
For the Board of Directors
Sebastien Egon Fürstenberg