www.pwc.lu/banking Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework Applicable to credit institutions ruled by the bank accounting Law of 17 June 1992 as amended. December 2012 This publication is exclusively designed for the general information of readers and is (i) not intended to address the specific circumstances of any particular individual or entity and (ii) not necessarily comprehensive, complete, accurate or up to date and hence cannot be relied upon to take business decisions. Consequently, PricewaterhouseCoopers, Société coopérative (“PwC Luxembourg”) does not guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. The reader must be aware that the information to which he/she has access is provided “as is” without any express or implied guarantee by PwC Luxembourg. PwC Luxembourg cannot be held liable for mistakes, omissions, or for the possible effects, results or outcome obtained further to the use of this publication or for any loss which may arise from reliance on materials contained in it, which is issued for informative purposes only. No reader should act on or refrain from acting on the basis of any matter contained in this publication without considering and, if necessary, taking appropriate advice in respect of his/her own particular circumstances. Content Preface 2 Introduction 3 General provisions related to the content and layout of the annual accounts 5 Conditions for the preparation of consolidated accounts 10 Publication of annual accounts for the year ended 31 December 201y 12 Audited annual accounts 15 Content 17 Directors’ report 18 Balance sheet as at 31 December 201y 20 Profit and loss account for the year ended 31 December 201y 22 Notes to the accounts as at 31 December 201y 26 Other required disclosures 62 Contacts 65 Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 1 Preface The globalisation of business and finance has inevitably led to calls for a common set of high quality, global accounting standards. In this context, International Financial Reporting Standards (IFRS) have gained significant momentum in Europe, especially since the enforcement of the EU Regulation of 2002, which require listed companies to prepare their consolidated annual accounts using this accounting framework. Since then, the Luxembourg bank accounting law has been subsequently amended to introduce the possibility for Luxembourg credit institutions to use IFRS - in part or as a whole - in order to prepare their annual accounts. The Law of 17 June 1992 relating to the annual and consolidated accounts of Luxembourg credit institutions has undergone substantial changes over the years. Such changes were driven to a large extent by developments in the EU accounting legislation. The Law of 16 March 2006 has fully integrated the International Financial Reporting Standards (IFRS) into Luxembourg Law, thus introducing more flexibility to Luxembourg credit institutions in the preparation of their annual and consolidated accounts. Luxembourg credit institutions can now choose between the current accounting regime (LUX GAAP), the mixed accounting regime with IFRS valuation principles applied to only certain items (i.e. financial instruments, investment properties and provisions) and the full IFRS framework as adopted by the European Union. Moreover, since 2008 the IFRS have underpinned CSSF prudential reporting framework applicable to all Luxembourg credit institutions (FinRep and CoRep). For these reasons, the present bank accounting framework represents a good opportunity for banks to achieve enhanced convergence in their accounting policies throughout the entire financial reporting process. We hope that this handbook will provide useful guidance to both preparers and users of annual accounts published by Luxembourg credit institutions. Fabrice Goffin Philippe Sergiel Partner, Bank Accounting Technical Leader PwC Luxembourg Partner, Banking Audit Leader PwC Luxembourg Introduction The Law of 16 March 2006 incorporating the requirements imposed by EU directives into Luxembourg Law has introduced more flexibility in the accounting framework applicable to credit institutions. Non-listed Luxembourg banks have the option to measure certain captions based on applicable IFRS valuation rules or to apply the IFRS accounting framework as adopted by the European Union. The Law of 16 March 2006 has introduced major changes into the Law of 17 June 1992 (“the Law”) relating to the annual and consolidated accounts published by Luxembourg credit institutions. On the one hand, the Law of 16 March 2006 has transposed into national law the optional regime of the EU IAS regulation, thus extending the scope of IFRS as adopted by the EU to unlisted companies, both for standalone and consolidated accounts. On the other hand, the Law of 16 March 2006 has transposed the Fair Value and Modernisation Directives into Luxembourg Law, and enables, among others, the use of certain provisions of IFRS as adopted by the EU. Beside credit institutions listed on a regulated market, which are required to publish their consolidated accounts, if any, in accordance with IFRS as adopted by the EU pursuant to the mandatory IAS regulation, the Law now permits credit institutions to publish both their annual and consolidated accounts according to one of the following regimes: • Historical Luxembourg accounting rules based on the 4th bis and 7th bis EU Directives (Luxembourg banking GAAP); • Mixed accounting regime using historical accounting rules with some IFRS options to use fair value for certain items; • Full application of IFRS as adopted by the European Union. Those options, on which the Commission de Surveillance du Secteur Financier (“CSSF”) has provided additional guidance in CSSF Circular 08/340, are described in this publication. The CSSF has also introduced as from 2008 a new prudential reporting framework based on IFRS (FinRep). Consequently, the existing “Recueil des instructions aux banques” (the CSSF’s instructions for banks, thereafter referred as the “CSSF Recueil”), which provides accounting and prudential reporting instructions under the former reporting framework, is no longer applicable for CSSF prudential reporting. However, it is still valid for the preparation of annual accounts under Luxembourg banking GAAP. This handbook includes a summary of the general provisions related to the content and layout of annual and consolidated accounts under the regime introduced by the Law of 16 March 2006 and CSSF Circular 08/340. It also describes the legal publication requirements for credit institutions in Luxembourg. The last part of this handbook includes a set of standard annual accounts designed to apply to the majority of Luxembourg credit institutions, and a list of supplementary disclosures required in certain specific circumstances. Where possible, the standard annual accounts and the list of supplementary disclosures include references to the relevant articles of the amended Law of 17 June 1992, of CSSF Circular 01/32 or of other related texts. The set of standard annual accounts included in this handbook aims to be as realistic and comprehensive as possible. However, it does not cover the full range of possible Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 3 Introduction (cont.) notes to the accounts, and the examples given in this publication should not be considered as universally applicable. It should be noted that the responsibility of drawing up the annual accounts lies with the Board of Directors, and that the form and content of the information in this guide will need to be adapted to meet the requirements of each credit institution. All references to the CSSF Recueil are made to the French version of the Recueil as published on the CSSF website. Finally, please note that the general provisions in this publication do not apply to the full IFRS accounting regime, for which full adherence to all international standards and interpretations is required. For a comprehensive summary of IFRS requirements applying to Luxembourg credit institutions and a comparison with Luxembourg accounting rules, please refer to our publication entitled “Similarities and Differences: IFRS and Luxembourg Banking GAAP” published in November 2010. Discover all our brochures related to IFRS on: www.pwc.lu/ifrs 4 PwC Luxembourg General provisions related to the content and layout of the annual accounts Ref. article of Law/Circular 2(1) Content The annual accounts shall comprise the balance sheet (including some off-balance sheet disclosures), the profit and loss account and the notes to the accounts. These documents shall constitute a composite whole. Circ. 08/340 The amendments introduced by the Law of 16 March 2006 enable banks that have elected to use the mixed § 1.2.1 accounting regime to include other primary statements in their annual accounts, such as a cash flow statement or statement of changes in equity. However, the banks need to obtain approval from the CSSF before including such additional primary statements. 2(2) 7 bis 40 2(3) Clear layout Annual accounts shall be drawn up clearly and in accordance with the Law. A standard layout is required both for the balance sheet (art. 7) and for the profit and loss account (art. 41 and 42), unless the Bank has elected to use a format complying with IFRS as adopted by the European Union by applying the mixed or full IFRS accounting regime. In such cases, and provided the Bank has obtained prior CSSF approval, it shall comply with the minimum layout as provided in IAS 1, with a balance sheet presented in order of liquidity. True and fair view The annual accounts shall give a true and fair view of the financial position and of the results of the operations of the Bank. 2(4) Where the application of the provisions of the Law is not sufficient to give a true and fair view, additional information must be given. 2(5) Where, in exceptional cases, the application of a provision of the Law is incompatible with the true and fair view, that provision must be departed from and any such departure must be disclosed in the notes to the accounts together with an explanation of the reasons for it and a statement of its effect on the assets, liabilities, financial position and results of the bank. 3 4(1) Consistency of presentation The structure of the balance sheet and the profit and loss account, specifically as regards their layout, must be applied consistently from one financial year to another. Departures from this principle shall be permitted in exceptional cases. Any such departures must be disclosed in the notes to the accounts together with the reasons for them. Strict form of presentation Unless the Bank has elected to apply the full IFRS accounting regime, in which case it must comply with IFRS as adopted by the EU, the items in the layouts for the balance sheet and the profit and loss account as provided for by articles 7, 41 and 42 of the Law, must appear separately and in the indicated order. A more detailed subdivision of captions is authorised as long as it respects the structure of the framework. New items may be added if their content is not covered by any of the items provided in the standard layout. Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 5 General provisions related to the content and layout of the annual accounts (cont.) Ref. article of Law/Circular 4(2) The balance sheet and profit and loss account sub-items preceded by a lower-case letter may be combined: (a) when they represent a negligible amount with respect to the true and fair view principle; (b) when the regrouping promotes clarity, provided that the combined items are presented in a distinct way in the notes to the accounts. The regroupings described in (a) and (b) may only be done after the Bank has received CSSF approval. An item in the balance sheet or profit and loss account with a zero balance shall be omitted unless a balance was recorded in the preceding year. 4(5) 6 Substance over form The presentation of the amounts recorded on the balance sheet and profit and loss account should refer to the substance of the operation rather than its legal form. Offset Any offsetting between assets and liabilities or between expenses and revenues is prohibited. However, the Law provides for some limited exceptions: • Syndicated loans: each credit institution participating in the syndicate shall disclose only that part of the total loan which it has funded itself (art. 9). • Presentation of the net profit or loss on financial operations (art. 46). • Value adjustments and value re-adjustments in the profit and loss account can be disclosed as a net item (art. 47(3) and 48(2)). Netting reciprocal assets and liabilities of the Bank’s various units (branches, agencies) is mandatory when preparing an aggregate situation. In the case where the Bank has opted for the full IFRS accounting regime, it shall adhere to IFRS requirements in terms of offsetting (mainly IAS 1 and IAS 32). 4(3) 4(4) Comparativefigures Each of the balance sheet and profit and loss account items must include the comparative amount from the preceding financial year. Any lack of comparability between the amounts from one financial year to another or, as the case arises, any changes made to the amounts from the preceding year in order to ensure comparability, must be disclosed in the notes to the accounts, together with relevant comments. Valuation rules The three below-mentioned options are further described hereafter. Please note that the application of option two or three is however subject to prior CSSF approval. Option 1: historical Luxembourg accounting rules based on the cost convention 51 6 The valuation of the items in the annual accounts, except derogations duly disclosed and explained in the notes to the accounts, shall be based on the following general principles: (a) the Bank must be presumed to be on a going concern basis for the foreseeable future; (b) the valuation methods shall not be modified from one financial year to another; (c) the prudence principle must be applied at all times, namely: (i) only realised profits at the balance sheet date shall be accounted for in the profit and loss account; PwC Luxembourg Ref. article of Law/Circular (ii) account must be taken of all liabilities arising in the course of the financial year or of a previous one, even if such liabilities become apparent only between the date of the balance sheet and the date on which it is drawn up. In addition, account may be taken of all foreseeable liabilities and potential losses arising in the course of the financial year or of a previous one, even if such liabilities or losses become apparent only between the date of the balance sheet and the date on which it is drawn up; (iii) all depreciations must be taken into account, whether or not the result of the current financial year is a profit or a loss; (d) all charges and income relating to the current financial year must be accounted for, irrespective of the date of their receipt or payment; (e) the components of asset and liability must be valued separately; (f) the opening balance sheet of one financial year must correspond to the closing balance sheet of the previous financial year. 52 The valuation of the items in the annual accounts shall be made in accordance with the provisions of articles 54 to 64 of the Law, based on the principle of acquisition cost or production cost. Option 2: Luxembourg accounting rules with IFRS option to use fair value for certain items 64 bis The general principles described above are applicable to the mixed accounting regime, except for the prudence principle, from which credit institutions may depart to a certain extent by measuring their financial instruments (including derivatives) and investment properties at fair value. 53 Under the mixed regime, Luxembourg credit institutions also have the possibility to use the IFRS valuation rules Circ. 08/340 for their provisions (IAS 37) and for their defined-benefit pension obligations (IAS 19). However, the fair value § 1.2.1 model may not be applied to tangible or intangible assets; this restriction will remain in force until a Grand-Ducal regulation authorising such practice has not been issued. 64 bis, 64 ter, 64 quater Circ. 08/340 § 1.2.1 Applicationofthefairvalueoptiontofinancialinstruments The bank has the possibility to carry all or part of its financial instruments at fair value in accordance with current IAS 39 valuation rules applicable to available-for-sale financial assets or financial assets and liabilities at fair value through profit or loss. The IAS 39 hedge accounting rules applicable to hedged items and hedging instruments, which are part of a fair value hedge or cash flow hedge relationship, can also be applied. The Bank shall however define a clear and coherent approach in the application of valuation rules, which shall comply with the principle of consistency. Application of the fair value option to investment properties 64 quinquies The bank has the option to remeasure its investment properties at fair value through profit or loss. Investment properties are real estate assets (land and buildings) held for the purpose of earning rentals or for capital appreciation rather than for own use. Option 3: IFRS as adopted by the European Union 76 bis The Bank has the option of preparing its annual accounts according to IFRS as adopted by the European Union and could accordingly depart from Chapter II of the Law of 16 March 2006. Consequently, it is not subject to the Law, except for the following requirements: • The presentation of a Directors’ report in accordance with the Law is mandatory (see below); • Obligation to include a report of the “Réviseur d’entreprises agréé”; • Obligation to publish the accounts in accordance with the Law and CSSF requirements (see below); • The following disclosures must also be presented in the notes to the annual accounts as they are not specifically addressed by IFRS: - Average number of staff members; - Remuneration, pension commitments, loans and advances granted to members of the administrative, management or supervisory bodies; - Overview of the group composition; - Details of fees paid to the “Réviseur d’entreprises agréé”. Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 7 General provisions related to the content and layout of the annual accounts (cont.) Ref. article of Law/Circular However, those credit institutions that fall under the scope of the EU Regulation are still subject to the following requirements of the Law: • Presentation of a consolidated Directors’ report in accordance with the Law; • Obligation to include the report of the “Réviseur d’entreprises agréé”; • Obligation to publish the consolidated accounts in accordance with the Law and CSSF requirements (see below); • In addition, the following disclosures should be presented in the notes to the consolidated accounts as they are not specifically addressed by IFRS: - Number of staff members; - Remuneration, pension commitments, loans and advances granted to members of the administrative, management or supervisory bodies; - Overview of the group composition; - Fees of the “Réviseur d’entreprises agréé”. Regarding sub-group consolidation, it should be noted that since the endorsement of the Transparency Directive into Luxembourg Law, credit institutions whose shares or bonds are listed on a regulated market can no longer benefit from the exemption to not consolidate. In other words, a Luxembourg parent credit institution whose shares or bonds are listed on a regulated market must prepare consolidated accounts in accordance with the EU IFRS Regulation, even if the Luxembourg parent credit institution is part of a larger group publishing consolidated accounts in which the Luxembourg credit institution and its subsidiaries are included. 8 PwC Luxembourg Conditions for the preparation of consolidated accounts Ref. article of Law/Circular 77 The Bank is required to prepare consolidated accounts and a consolidated Directors’ report if it: • has a majority of the voting rights in another entity; or • has the right to appoint or remove a majority of the members of the administrative, management or supervisory body of another entity and is at the same time a shareholder in or a member of that entity; or • is a shareholder in or a member of another entity and, by virtue of an agreement with other shareholders or members, controls a majority of the voting rights; or • has the power to exercise, or actually exercises, a dominant influence or a control over another entity or that Bank and another entity are managed on a unified basis. The Law of 16 March 2006 has aligned the definition of control with the definition provided by IFRS (IAS 27, SIC-12 and subsequently IFRS 10), so that the scope of consolidation should apply equally to both accounting frameworks (except for certain exemptions described below provided for by the Law which cannot always be applied under IFRS). 80(1) Exemptions to consolidation Any non-listed credit institution which is also a subsidiary is exempt from the obligation to prepare consolidated accounts and a consolidated Directors’ report if the parent company is incorporated in the EU and holds: • all of the shares of the exempted non-listed credit institution; or • at least 90% of the shares of the exempted non-listed credit institution and the remaining shareholders or members have approved the exemption. 80(2) In addition, this exemption is conditional upon compliance with all of the following requirements: • The exempted credit institution and all its subsidiaries shall be consolidated in the accounts of a larger body of undertakings, the parent company of which is governed by the Law of an EU member state. • The consolidated accounts, consolidated Directors’ report and consolidated audit report of the parent company shall be published in Luxembourg (see below). • The parent company is a credit institution. • The notes to the exempted credit institution’s annual accounts shall disclose: - the name and registered office of the parent company preparing the consolidated accounts and the consolidated Directors’ report; - the mention of the fact that the credit institution is exempted from preparing consolidated accounts and the consolidated Directors’ report. 80(3) Credit institutions which are listed on a regulated market do not benefit from this exemption. 82 The same sub-group exemption applies to non-listed credit institutions whose parent company is not governed by the Law of an EU member state if the following conditions are met: • The exempted credit institution and all its subsidiaries shall be consolidated in the accounts of a larger body of undertakings. • The consolidated accounts, together with the consolidated Directors’ report, where applicable, shall be prepared in accordance with the Law or in an equivalent manner. 10 PwC Luxembourg Ref. article of Law/Circular • The consolidated accounts shall be audited in accordance with the national Law governing the parent company. • The consolidated accounts, consolidated Directors’ report and consolidated audit report shall be published in Luxembourg (see below). • The parent company is a credit institution. • The notes to the exempted credit institution’s annual accounts shall disclose: - the name and registered office of the parent company preparing the consolidated accounts and the consolidated Directors’ report; - specific mention of the fact that the credit institution is exempted from preparing consolidated accounts and the consolidated Directors’ report. 83(1) A subsidiary needs not be included in the consolidated accounts if it is not significant with regards to the true and fair view principle. 83(2) The materiality threshold must be assessed both at the individual and aggregate level. 83 (2 bis) A credit institution which has only undertakings which are not significant with regard to the true and fair view principle shall be exempted to prepare consolidated accounts and a consolidated Director’s report. 83(3) Finally, a subsidiary needs not be included in the consolidated accounts in the case of: • severe long-term restrictions are noted on the exercise of the parent’s rights over the assets or management of that subsidiary; or • a disproportionate expense or undue delay was incurred to obtain the information necessary for the preparation of the consolidated accounts; or • the shares of the subsidiary are held exclusively with a view to be resold. For further guidance on credit institutions applying IFRS, please refer to our brochure “Illustrative IFRS financial statements_ Banks” available on our website: www.pwc.lu/ifrs. Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 11 Publication of annual accounts Ref. article of Law/Circular The legal publication of the accounts comprises the following information: • Name and registered address of the bank; • Date of publication of incorporation documents in the Mémorial (official journal for Luxembourg legal information); • Name, occupation and address of each Board member (with entry/exit dates if changes occurred during the financial year); • Annual accounts as prepared in accordance with the modified Law of 17 June 1992 (including additional disclosures on financial instruments, risk management objectives and policies as required by CSSF Circular 01/32); • Directors’ report; • Report of the “Réviseur d’entreprises agréé”; • Both proposed and effective appropriation of results; • Names of shareholders who have subscribed shares which are not yet fully paid in, including amounts still due, and in the case of capital increase during the year, the portion of capital which is not yet subscribed; • Any additional information where the provisions of the Law have been departed from or complemented to give a true and fair view. The VISA procedure This information must first be sent to the CSSF in order to obtain its approval: this is referred to as the “Visa procedure”, whereby the CSSF can request modifications on the documents to be published. Three copies of the publication documents must be sent by the Bank’s management to the CSSF at least two weeks before the annual shareholders meeting, together with a side letter signed by the Bank’s management confirming that the annual accounts have been duly approved by the Board of Directors. In addition, together with these publication Circ. 98/143 documents, the Bank’s management has to provide the CSSF with the report of the management on the internal control and a copy of the summary report of the internal auditor. These documents must be filed with the Luxembourg Register of Commerce during the month of shareholders’ approval of the annual accounts and at the latest seven months after the closing of the financial year. Although the CSSF recommends publishing all documents which are subject to the Visa procedure, credit institutions may publish an abridged version only of the annual accounts with a reference to where the full version of the annual accounts are filed. In that case, a notice of this filing has to be published in the Mémorial. The annual accounts, Directors’ report and report, also need to be published in any EU member state where the bank has established branches. The Visa procedure also requests the bank to provide the CSSF with a reconciliation of the net equity at year end between the annual accounts prepared in accordance with the Law (under one of the 3 options described in section 1.1 above) and the net equity presented in the regulatory financial reporting (“FinRep”). FinRep is prepared under IFRS rules as adopted by the CSSF for use in Luxembourg (i.e. IFRS as adopted by the EU but allowing certain limited prudential provisions as detailed in the CSSF circular 07/279). The “Réviseur d’entreprises agréé” is required to draw up a specific report on the reconciliation, which is only for CSSF use and not subject to any publication requirements. These publication requirements, including the Visa procedure, also apply to consolidated accounts if applicable to the credit institution. 12 PwC Luxembourg Ref. article of Law/Circular 113 Publication of accounting documents of Luxembourg branches of credit institutions with registeredofficesintheEuropeanUnion Branches of credit institutions having their registered office in the European Union must file, every year and in compliance with article 9 of the amended Law of 10 August 1915 on commercial companies, annual accounts, consolidated accounts, a Directors’ report, a consolidated Directors’ report as well as reports issued by the auditors of the annual and consolidated accounts. Directive 86/635/EEC sets out that the above-mentioned documents must be prepared and verified in accordance with the applicable Laws of the EU Member State where the credit institution has its registered office. Branches are not required to publish annual accounts relating to their own activity. 114 Publication of accounting documents of Luxembourg branches of credit institutions with registeredofficesoutsidetheEuropeanUnion Branches of credit institutions having their registered office outside the European Union must file, every year and in compliance with article 9 of the amended Law of 10 August 1915 on commercial companies, annual accounts, consolidated accounts, a Directors’ report, a consolidated Directors’ report as well as reports issued by the auditors of the annual and consolidated accounts of the credit institution. All these documents should be prepared and verified in accordance with the applicable Laws of the country in which the registered office of the branch is located. If the above-mentioned documents have been prepared in accordance with parts II, II bis, III, III bis, and V of the Law relating to the annual accounts of credit institutions or in a similar manner, the branches are not required to publish annual accounts pertaining to their own activity. In situations other than the ones mentioned here above, documents must be restated in order to achieve the conformity required. Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 13 Audited annual accounts for the year ended 31 December 201y Bank S.A. Registered office, location and trade register number Content Directors’ report 18 Balance sheet as at 31 December 201y 20 Profit and loss account for the year ended 31 December 201y 22 Notes to the accounts as at 31 December 201y 26 Note 1 – General 26 Note 2 – Summary of significant accounting policies and valuation rules 26 Note 3 – Analysis of financial instruments 39 Note 4 – Cash in hand, balances with central banks and post office banks 45 Note 5 – Participating interests and shares in affiliated undertakings 45 Note 6 – Transferable securities 48 Note 7 – Fixed assets 50 Note 8 – Amounts due from leasing operations 52 Note 9 – Other assets 52 Note 10 – Fiduciary transactions included in the balance sheet 53 Note 11 – Assets pledged as collateral security 53 Note 12 – Amounts owed to customers: savings deposits 53 Note 13 – Debt securities in issue 53 Note 14 – Other liabilities 54 Note 15 – Borrowings 54 Note 16 – Subscribed capital 55 Note 17 – Reserves 55 Note 18 – Changes in shareholders’ equity 56 Note 19 – Interim dividend 57 Note 20 – Special items with a reserve quota portion 57 Note 21 – Hybrid capital instruments 57 Note 22 – Positions in foreign currencies 57 Note 23 – Contingent liabilities and commitments 57 Note 24 – Profit and loss account 59 Note 25 – Information relating to staff employed and management 60 Note 26 – Independent Auditor’s Fees Other required disclosures Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 61 62 17 Directors’ report Ref. article of Law/Circular Introduction Article 70 of the amended Law of 17 June 1992 (“the Law”) requires the Bank to establish a Directors’ report, usually presented on the face of the annual accounts. The “Réviseur d’entreprises agréé” must ensure that the Directors’ report is consistent with the annual accounts of the financial year. Circ. 01/32 §25, 29 70(1) Circular CSSF 01/32 concerning disclosure of information of financial instruments requires some qualitative information in the Directors’ report regarding management objectives and strategies with respect to the use of these instruments as well as risk management policies and practice. Information required under article 70 The Directors’ report must include a true and fair review of the development and performance of the credit institution’s business and of its position, together with a description of the principal risks and uncertainties that it faces. The review shall be a balanced and comprehensive analysis of the development and performance of the credit institution’s business and of its position, consistent with the size and complexity of the business. To the extent necessary for an understanding of the credit institution’s development, performance and position, the analysis shall include both financial and, where appropriate, non financial key performance indicators relevant to the particular business, including information about environment and employee matters. In providing its analysis, the Directors’ report must include, where appropriate, references to the amounts reported in the annual accounts and relevant explanations pertaining thereto. The report must comply with the information contained in the annual accounts. 70(2) The report shall also give an indication of: • any important events that have occurred since the end of the financial year; • the likely future development of the Bank1; • the activities of the Bank in the field of research and development; • the acquisition of the Bank’s own shares; the provisions of article 49-5(2) of the amended Law of 10 August 1915 on commercial companies have to be complied with, i.e.: - the reason for purchases of shares made during the financial year; - the number and nominal value, or in the absence of a nominal value the accounting par value, of shares acquired and sold during the financial year, as well as the portion of share capital represented by such transactions; - where there has been forced acquisition or disposal of shares, the consideration exchanged for such shares; - the number and the nominal par value, or in the absence of a nominal value, the accounting par value of shares acquired and retained in the Bank own portfolio, as well as the portion of share capital which they represent. • the existence of branches of the credit institution: • as regards the use of financial instruments by the undertaking and where relevant to the valuation of its assets, liabilities, financial position and profit or loss: 1 18 As far as the Bank’s likely development is concerned, events that occurred during the financial year and that will have an impact on results in subsequent years should be taken into account. Examples of such events include restructuring or downsizing activities, setting up or closing down a business unit (private banking, credit department, custody, etc.), and acquiring or selling participating interests (CSSF Recueil, part V, Publicité, p. 29). PwC Luxembourg Ref. article of Law/Circular - the credit institution’s financial risk management objectives and policies, including its policies for hedging each major type of forecast transaction for which hedge accounting is used, and - the credit institution’s exposure to price risk, credit risk, liquidity risk and cash flow risk. All information provided must be relevant to the Bank. General information on the economic environment or related matters is not required. 70 bis Circ. 01/32 §26, 27, Ann.1/I Information required for listed credit institutions Credit institutions whose securities are admitted to trading on a regulated market4 shall include a corporate governance statement in their Director’s report. This statement includes: - a reference to the corporate governance code to which the bank is subject; and/or - a reference to the corporate governance code which the Bank may have voluntarily decided to apply; and/or - a reference to all relevant information about the corporate governance practices applied beyond the requirements under Luxembourg law. InformationrequiredunderCircular01/32concerningthedisclosureofinformationonfinancial instruments According to Circular 01/32, the Directors’ report must include qualitative information regarding the use of financial instruments. The report must therefore describe the Bank’s risk management objectives and strategies regarding its use of instruments within the context of its overall business objectives 2. Circular 01/32 specifies that meaningful and comparable qualitative and quantitative information must appear in the notes to the accounts in order to clarify the understanding of the annual accounts. Where other information is disclosed, this should be included in the notes to the accounts if it is essential to a better understanding of the accounts. In all other cases, the Bank may elect to disclose such information either in the notes to the accounts or in the Directors’ report 3. Moreover, information should be disclosed in the Directors’ report on the policies and practice of managing the risks associated with trading and non-trading activities addressing the specific nature of the institution’s exposure to, and its management of, credit risk, market risk, liquidity risk and other significant risks. Quantitative information that is not essential to a good understanding of the annual accounts may also be included in the Directors’ report. 2 Circular 01/32 gives illustrative examples regarding the information to be provided. For example, information concerning risk management may cover the following aspects: • basic features of the risk management system; • transactions in instruments used for trading purposes; • transactions in instruments used for non-trading and, in particular, for hedging purposes; • transactions in high-risk instruments or complex instruments such as leveraged derivative instruments; • the use of collateral; • the use of netting agreements. 3 Circular 01/32 states that information may be drawn from the long form report of the Bank. • transactions in instruments used for non-trading and, in particular, for hedging purposes; • transactions in high-risk instruments or complex instruments such as leveraged derivatives instruments; • the use of collateral; • the use of netting agreements. 4 Regulated market as defined by article 4 (1), point 14 of Directive 2004/39/EC of 21 April 2004 on markets in financial instruments. Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 19 Balance sheet as at 31 December 201y expressed in “currency of the share capital” 5 Ref. article of Law/Circular ASSETS 7 Note(s) Cash in hand, balances with central banks and post office banks Treasury bills and other bills eligible for refinancing with central banks • treasury bills and similar securities • other bills eligible for refinancing with central banks Loans and advances to credit institutions • repayable on demand • other loans and advances Loans and advances to customers Leasing transactions Bonds and other fixed-income transferable securities • issued by public bodies • issued by other borrowers Shares and other variable-yield transferable securities 31 December 201y CCY 31 December 201y-1 CCY 3, 4 3, 5.3, 5.4, 6.5 3, 5.3, 5.4 3, 5.3, 5.4 3, 5.3, 5.4, 8 3, 5.3, 5.4, 6, 7.1 3, 6.1, 6.5 Participating interests 5.1, 5.2, 5.5, 6.1, 7.1 Shares in affiliated undertakings 5.1, 5.2, 5.5, 6.1, 7.1 Intangible assets 7.1, 7.2 Tangible assets 7.1, 7.3 Own shares Other assets 17.4 9 Subscribed capital unpaid of which: called-up capital Prepayments and accrued income Total assets The accompanying notes form an integral part of these annual accounts. 5 20 In addition to the presentation currency in which they are established, annual accounts may also be presented in euro, using the conversion rate at the closing date of the balance sheet. In that case, this rate is specified in the notes to the annual accounts. PwC Luxembourg Ref. article of Law/Circular 7 LIABILITIES Note(s) 31 December 201y CCY Amounts owed to credit institutions • repayable on demand • with agreed maturity dates or periods of notice 3, 5.3, 5.4 Amounts owed to customers • savings deposits • other debts: - repayable on demand - with agreed maturity dates or periods of notice 3, 5.3, 5.4 12 Debt evidenced by certificates • debt securities in issue • others 3, 5.3, 5.4 13, 15.1 Other liabilities 31 December 201y-1 CCY 14 Accruals and deferred income Provisions • provisions for pensions and similar obligations • provisions for taxation • other provisions Subordinated liabilities 5.3, 5.4, 15.2 Special items with a reserve quota portion 20 Fund for general banking risks Hybrid capital instruments Subscribed capital Share premium account Reserves 21 16, 18 18 17, 18 Interim dividend Revaluation reserve 19 17.4, 18 Profit or loss brought forward 18 Profit or loss for the financial year 18 Total liabilities Contingent liabilities of which: • acceptances and endorsements • guarantees and assets pledged as collateral security 23.1 Commitments of which: • commitments arising out of sale and repurchase transactions 23.2 6.4 Fiduciary transactions The accompanying notes form an integral part of these annual accounts. Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 21 Profitandlossaccountforthe year ended 31 December 201y expressed in “currency of the share capital” 6 Ref. article of Law/Circular Vertical layout 41 Note(s) 201y CCY 201y-1 CCY Interest receivable and similar income of which: • arising fixed-income transferable securities Interest payable and similar charges Income from transferable securities • income from shares and other variable-yield transferable securities • income from participating interests • income from shares in affiliated undertakings Commissions receivable Commissions payable Net profit or net loss on financial operations Other operating income 24.3 General administrative expenses • staff costs of which: - wages and salaries - social security costs of which: pension costs • other administrative expenses Value adjustments in respect of intangible and tangible assets Other operating charges 24.2 Value adjustments in respect of loans and advances and provisions for contingent liabilities and commitments Value re-adjustments in respect of loans and advances and provisions for contingent liabilities and commitments Value adjustments in respect of transferable securities held as financial fixed assets, participating interests and shares in affiliated undertakings Value re-adjustments in respect of transferable securities held as financial fixed assets, participating interests and shares in affiliated undertakings The accompanying notes form an integral part of these annual accounts. 6 22 In addition to the presentation currency in which they are established, annual accounts may also be presented in euro, using the conversion rate at the closing date of the balance sheet. This rate is specified in the notes to the annual accounts. PwC Luxembourg Ref. article of Law/Circular 41 Vertical layout (cont.) Note(s) 201y CCY 201y-1 CCY Allocation to “special items with a reserve quota portion” Income from the reversal of “special items with a reserve quota portion” Allocations to the fund for general banking risks Income from the reversal of amounts included in the fund for general banking risks Tax on profit or loss on ordinary activities Profit or loss on ordinary activities after tax Extraordinary income 24.5 Extraordinary charges 24.5 Extraordinary profit or loss Tax on extraordinary profit or loss Extraordinary profit or loss after tax Other taxes not shown in the preceding items Profit or loss for the financial year The accompanying notes form an integral part of these annual accounts. Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 23 Profitandlossaccountforthe year ended 31 December 201y (cont.) expressed in “currency of the share capital” 7 Ref. article of Law/Circular Horizontal layout 42 Charges Note(s) 201y CCY 201y-1 CCY Interest payable and similar charges Commissions payable Net loss on financial operations General administrative expenses • staff costs of which: - wages and salaries - social security costs of which: pension costs • other administrative expenses Value adjustments in respect of intangible and tangible assets Other operating charges 24.2 Value adjustments in respect of loans and advances and provisions for contingent liabilities and commitments Value adjustments in respect of transferable securities held as financial fixed assets, participating interests and shares in affiliated undertakings Allocations to “special items with a reserve quota portion” Allocations to the fund for general banking risks Tax on profit or loss on ordinary activities Profit on ordinary activities after tax Extraordinary charges 24.5 Tax on extraordinary profit or loss Extraordinary profit after tax Other taxes not shown under the preceding items Profit for the financial year Total charges The accompanying notes form an integral part of these annual accounts. 7 24 In addition to the presentation currency in which they are established, annual accounts may also be presented in euro, using the conversion rate at the closing date of the balance sheet. In that case, this rate is specified in the notes to the annual accounts. PwC Luxembourg Ref. article of Law/Circular 42 Income Note(s) 201y CCY 201y-1 CCY Interest receivable and similar income of which: • arising from fixed-income transferable securities Income from transferable securities • income from shares and other variable-yield transferable securities • income from participating interests • income from shares in affiliated undertakings Commissions receivable Net profit on financial operations Value re-adjustments in respect of loans and advances and provisions for contingent liabilities and for commitments Value re-adjustments in respect of transferable securities held as financial fixed assets, participating interests and shares in affiliated undertakings Other operating income 24.3 Income from the reversal of “special items with a reserve quota portion” Income from the reversal of amounts included in the fund for general banking risks Loss on ordinary activities after tax Extraordinary income 24.5 Extraordinary loss after tax Loss for the financial year Total income The accompanying notes form an integral part of these annual accounts. Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 25 Notes to the accounts as at 31 December 201y Ref. article of Law/Circular/ IFRS standard Note 1 - General Bank S.A. (“the Bank“) was incorporated in the Grand-Duchy of Luxembourg on … as a 8 ….. The Bank deals with 9: Note 2 - Summary of significant accounting policies and valuation rules 2.1 Basis of presentation These annual accounts have been prepared in conformity with accounting principles generally accepted in the banking sector in the Grand-Duchy of Luxembourg. The accounting policies and the valuation principles are determined and applied by the Board of Directors, except those which are defined by Law and by the Commission de Surveillance du Secteur Financier. The preparation of annual accounts requires the use of certain critical accounting estimates. It also requires the Board of Director to exercise its judgment in the process of applying the accounting policies. Changes in assumptions may have a significant impact on the annual accounts in the period in which the assumptions changed. The Board of Directors believes that the underlying assumptions are appropriate and that the annual accounts therefore present the financial position and results fairly. The Board of Directors makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 80(1) 26 On the basis of the criteria set out by the Luxembourg Law, the Bank is exempted from establishing consolidated accounts and a consolidated Directors’ report for the year ended 31 December 201y. In accordance with the amended Law of the 17 June 1992, the accounts are consequently presented on an unconsolidated basis. 8 As per article 4 of the amended Law of the 5 April 1993 relating to the financial sector in Luxembourg, authorisation may only be granted to legal entities established under Luxembourg Law which have the form of an undertaking established under public Law (“établissement de droit public”), a limited liability company (“société anonyme”), a partnership limited by shares (“société en commandite par actions”) or a cooperative company (“société cooperative”). 9 We recommend indicating either the corporate object of the Bank as set out in the articles of incorporation, or if not, the main activities of the Bank. PwC Luxembourg Ref. article of Law/Circular/ IFRS standard 68(10) 68(1) 64(1) The Bank is included in the consolidated accounts of 10: 2.2 Foreign currencies The annual accounts are expressed in the “currency of the share capital” (“CCY”). The Bank has adopted a multicurrency accounting system, as a result of which assets and liabilities are recorded in the currencies in which they were created. For the preparation of the annual accounts, amounts in foreign currencies are translated into CCY on the following basis: 2.2.1 Spot transactions Assets and liabilities denominated in foreign currencies are translated into CCY at the average spot exchange rates applicable at the balance sheet date. However, assets held as financial fixed assets and tangible and intangible assets, which are not hedged in either the spot or forward markets are translated into CCY at the rates prevailing on their acquisition dates 11. 64(2), 64(3)b) Unsettled spot foreign exchange transactions are translated into CCY at the spot rate of exchange prevailing on the balance sheet date. Foreign exchange gains and losses resulting from spot transactions not hedged by forward transactions are accounted for in the profit and loss account for the financial year 12. 64(3)a) Foreign exchange gains and losses resulting from spot transactions hedged by forward transactions (“swaps”) are neutralised through “prepayments and accrued income” and “accruals and deferred income” accounts. Differences arising due to the gap between spot and forward exchange rates are amortised in the profit and loss account on a prorata basis. 64(2) 64(3)c) 2.2.2 Forward transactions Unsettled forward exchange transactions are translated into CCY at the forward rate prevailing on the balance sheet date for the remaining maturity. Exchange losses on un-hedged forward exchange contracts are recognised in the profit and loss account at the forward rate prevailing on the balance sheet date for the remaining term of the contract 13. Exchange gains on unhedged forward exchange contracts are only recognised when realised. For hedged exchange transactions, foreign exchange losses arising on revaluation are set against profits arising as stated above. Provision is made to hedge any net loss position arising. 10 The following should be disclosed: a) The name and registered office of the undertaking preparing the consolidated accounts of the largest body of undertakings of which the company forms part as a subsidiary undertaking; b) The name and registered office of the undertaking preparing the consolidated accounts of the smallest body of undertakings of which the company forms part as a subsidiary undertaking; c) The place where copies of the consolidated accounts referred to in a) and b) above may be obtained, provided that they are available. 11 Valuation at historical rates is optional. If the foreign currency in which these assets are denominated has suffered from a depreciation of durable nature, a value adjustment shall be made using the exchange rates prevailing at the balance sheet date. This reduction may be compensated with the revaluation of the intrinsic value of the underlying asset (CSSF Recueil, part III, DCP, p. 68). 12 The recording of unrealised foreign exchange gains is optional, whereas the recording of unrealised foreign exchange losses is mandatory (art 64(3)b). 13 When a forward exchange rate cannot be obtained, the Bank determines a probable value by extrapolation or uses an available rate as close as possible to the settlement date. For practical reasons, all forward transactions maturing in the same calendar month may be converted at the end of the month rate (CSSF Recueil, part III, DCP, p. 68). Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 27 Notes to the accounts as at 31 December 201y (cont.) Ref. article of Law/Circular/ IFRS standard In case of fair valuation of derivative instruments, under the Mixed Accounting regime: This paragraph shall be deleted as accounting policies for forward exchange transactions are further described on pages 37 and 38. 58(2) 2.3 Loans and advances Loans and advances are stated at their acquisition price. The policy of the Bank is to establish specific provisions for doubtful debts in accordance with the circumstances and for amounts specified by the Board of Directors. These provisions are deducted from the appropriate asset account balances and shall not be maintained if the reasons for which they were recorded no longer exist. In case of fair valuation of certain loans and advances under the Mixed Accounting regime: Although loans and advances are usually measured at amortised cost (less impairment, if any) under IFRS as adopted by the EU, a fair value measurement is not precluded in the following cases: • Classification of certain loans and advances as available-for-sale financial assets, in which case they are measured at fair value through other comprehensive income (revaluation reserve in equity). Please refer to page 31 for accounting policies on available-for-sale financial assets. • Classification of certain loans and advances as measured at fair value through profit or loss in the following cases: - either because the financial asset(s) is/are held with expectation to resell it/them in a short period in order to realise a profit (rarely the case in practice for loans and advances); or - because the Bank has elected to make use of this classification, usually because it wants to eliminate an accounting mismatch with hedging derivatives. Please refer to page 31 for accounting policies on financial assets at fair value through profit or loss. 2.4 Amounts payable Amounts payable are recorded under liabilities at the amount of reimbursement. 60 When the amount of reimbursement is greater than the amount received, the difference may be accounted for as an asset. This difference shall be amortised on an annual basis and no later than the maturity date 14. 14 28 Should this method be selected, the reimbursement premium shall be disclosed separately in the balance sheet or in the notes to the accounts. The premium can also be recorded in a single installment in the profit and loss account at the beginning of the transaction. When the reimbursement amount is lower than the amount received, the difference shall not be entirely booked on the current financial year’s result. However, the premium shall be recorded on the liabilities side in the “Accruals and Deferred Income” caption and be accounted for in the result either at maturity date or amortised on a reasonable annual basis and no later than the maturity date. This valuation rule reflects the accounting treatment applied to fixed-income transferable securities recorded in the investment portfolio and for which the acquisition cost is lower than the repayable amount at maturity and aims at giving a true and fair view of the annual accounts (CSSF Recueil, part III, DCP, p. 33). PwC Luxembourg Ref. article of Law/Circular/ IFRS standard In case of fair valuation of certain financial liabilities under the Mixed Accounting regime: Although financial liabilities are usually measured at amortised cost under IFRS as adopted by the EU, a fair value measurement is not precluded in the following cases: Financial liabilities at fair value through profit or loss This category comprises two sub-categories: financial liabilities classified as held for trading, and financial liabilities designated by the Bank as at fair value through profit or loss upon initial recognition. A financial liability is classified as held for trading if it is acquired or incurred principally for the purpose of selling or repurchasing it in the near term or if it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking. Derivatives are also categorised as held for trading unless they are designated and effective as hedging instruments. Financial liabilities held for trading also include obligations to deliver financial assets borrowed by a short seller. Those financial instruments are recognised in the consolidated statement of financial position as ‘Financial liabilities held for trading’. Gains and losses arising from changes in fair value of financial liabilities classified as held for trading are included in profit or loss and are reported as ‘Net profit/ (loss) on financial operations. Interest expenses on financial liabilities held for trading are included in ‘Interest payable and similar charges’. The Bank can designate certain debt securities upon initial recognition as at fair value through profit or loss (fair value option). This designation cannot be subsequently changed. According to IAS 39, the fair value option may only be applied in one of the following cases: • the application of the fair value option reduces or eliminates an accounting mismatch that would otherwise arise; or • the financial liabilities are part of a portfolio of financial instruments which is risk-managed and reported to senior management on a fair value basis; or • the financial liabilities consist of a debt host and an embedded derivative that must be separated. To reduce accounting mismatch, the fair value option is applied to certain financial liabilities that are hedged with interest rate swaps but for which the hedge accounting conditions of IAS 39 are not fulfilled. The loans would have been otherwise accounted for at amortised cost, whereas the derivatives are measured at fair value through profit or loss. 2.5 Fixed-income transferable securities The Bank has divided its portfolio of fixed-income transferable securities into three categories for valuation purposes: 56(1) 2.5.1 Investment portfolio of financial fixed assets This portfolio comprises fixed-income transferable securities, which are intended to be held on a continuing basis in the normal cause of the Bank’s activities. Principle of valuation at acquisition cost 15 56(2)a), Fixed-income transferable securities are recorded at historical acquisition cost in their original currency. 56(2)c)bb), The acquisition cost includes the costs to purchase the asset. A value adjustment is made where the market value 56(3) at the balance sheet date is lower than the acquisition cost. This adjustment is made when the Board of Directors considers the depreciation as durable. 56(2)d) The premium resulting from the purchase of fixed-income transferable securities having the characteristics of financial fixed assets, at a price exceeding the amount repayable at maturity, is included in the profit and loss account on an amortised basis 16. 56(2)e) The discount resulting from the acquisition of fixed-income transferable securities having the characteristics of financial fixed assets, at a price lower than the amount repayable at maturity, is released to income in installments over the period remaining until repayment 17. 15 The portfolio of financial fixed assets may be composed of transferable securities valued at acquisition cost and of transferable securities valued at the lower of cost or market, at the free choice of the Bank. 16 The value of the accumulated amortisation of the premium since the acquisition date should be disclosed separately in the balance sheet or in the notes to the accounts. The Law foresees the proratisation method (linear amortisation ofthe premium on the basis of the remaining period until maturity), since a write-off of the premium in a single installment would not reflect the transaction in a true and fair manner. However a write-off in a single installment is possible under the following condition: the impact of the premium amortisation is less than 10% of the profit and loss account balance impacted before the recording of the amortisation. This impact is to be considered also on the interest margin and on the net profit of the Bank (CSSF Recueil, Part III, DCP, p. 45-47). 17 The value of the accumulated amortisation of the discount since the acquisition date should be disclosed separately in the balance sheet or in the notes to the accounts. The discount may also be taken in a single installment into the profit and loss account at the maturity date of the bond (CSSF Recueil, Part III, DCP, p. 46, 47). Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 29 Notes to the accounts as at 31 December 201y (cont.) Ref. article of Law/Circular/ IFRS standard Principle of valuation at “lower of cost or market” 18 56(2)c)aa) Fixed-income transferable securities having the characteristics of financial fixed assets are valued at the lower of their acquisition cost or market value, and are prorated using the premium or the discount 19. The value adjustment, corresponding to the negative difference between the market value and the acquisition cost, is not maintained if the reasons for which it was recorded no longer exists 20. 2.5.2 Trading portfolio This portfolio comprises fixed-income transferable securities purchased with the intention of selling them in the short term. These securities are traded on a market whose liquidity can be assumed to be certain, and their market price is at all times available to third parties. Principle of valuation at “lower of cost or market 21 ” 58(2) Fixed-income transferable securities included in the trading portfolio are valued at the lower of their acquisition cost or market value, and prorated using the premium or the discount. The value adjustment, corresponding to the negative difference between the market value and the acquisition cost, is not maintained if the reasons for which it was recorded no longer exist 22, 23. Principle of valuation at “mark-to-market” 24, 25 58(3) 62(1) 30 Bonds and other fixed-income transferable securities included in the trading portfolio are valued at their market value. Any appreciation or depreciation in the market value at the balance sheet date is recorded in the profit and loss account. 2.5.3 Structural portfolio This portfolio comprises transferable securities purchased for their investment return or yield, or held to establish a particular asset structure or a secondary source of liquidity. It also includes transferable securities not contained in the other two categories. 18 The portfolio of financial fixed assets may be composed of transferable securities valued at acquisition cost and of transferable securities valued at the lower of cost or market, at the free choice of the Bank 19 The rules applicable to fixed-income transferable securities valued at historical acquisition cost also apply to the fixed-income transferable securities valued at lower of cost or market. It is mandatory to amortise the premium whereas it is optional to amortise the discount. (CSSF Recueil, part III, DCP, p. 45, 46) 20 For taxation purposes it is permitted to maintain a lower market value even if the market value has subsequently increased (“Niederstwertprinzip” or “Beibehaltungsprinzip”). This method is optional, should it be selected, a specific note has to be included (see “Other required disclosures”). 21 The portfolio of financial fixed assets may be composed of transferable securities valued at acquisition cost and of transferable securities valued at the lower of cost or market, at the free choice of the Bank. 22 For taxation purposes it is permitted to maintain a lower market value even if the market value has subsequently increased (“Niederstwertprinzip” or “Beibehaltungsprinzip”). This method is optional, should it be selected, a specific note has to be included (see “Other required disclosures”). 23 Exceptional value adjustments are made if, on the basis of a reasonable commercial valuation, it appears that the valuation should be corrected as the result of a fluctuation in value occurring shortly after the balance sheet date. In this case the amount of exceptional value adjustments should be disclosed separately in the profit and loss account (art. 58(2)c)). 24 Exceptional value adjustments are made if, on the basis of a reasonable commercial valuation, it appears that the valuation should be corrected as the result of a fluctuation in value occurring shortly after the balance sheet date. In this case the amount of exceptional value adjustments should be disclosed separately in the profit and loss account (art. 58(2)c)). 25 This valuation rule applies only to bonds and other fixed-income transferable securities included in the trading portfolio. Should this valuation method be selected, all bonds and other fixed-income transferable securities included in the trading portfolio must be valued at “mark-to-market” (no trading portfolio securities will be then valued at lower of cost or market). (CSSF Recueil, Part III, DCP, p. 50). PwC Luxembourg Ref. article of Law/Circular/ IFRS standard 58(2)a), b) Securities in this portfolio are valued at the lower of their acquisition cost or market value. The value adjustment, corresponding to the negative difference between the market value and the acquisition cost, is not maintained if the reasons for which it was recorded no longer exists 26, 27. In case of fair valuation of financial assets under the Mixed Accounting regime: IAS 39p9, IAS 39p45 The Bank can elect to allocate its transferable securities into the following categories: financial assets at fair value through profit and available-for-sale financial assets. The Board of Directors determines the classification of these financial instruments upon initial recognition. IAS 1p119, IAS 39p9 (a) Financial assets at fair value through profit or loss This category comprises two sub-categories: financial assets classified as held for trading, and financial assets designated by the Bank as at fair value through profit or loss upon initial recognition. IAS 39p9 A financial asset is classified as held for trading if it is acquired or incurred principally for the purpose of selling or repurchasing it in the near term or if it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking. Derivatives are also categorised as held for trading unless they are designated and effective as hedging instruments in the context of the hedge accounting. Financial assets held for trading consist of debt instruments, including money-market papers, traded corporate, bank loans, and equity instruments, as well as financial assets with embeded derivatives. IAS 39p43 Financial instruments included in this category are recognised initially at fair value; transaction costs are taken directly to profit or loss. Gains and losses arising from changes in fair value are included directly in profit or loss. Interest and dividend on financial assets held for trading are included in “Interest receivable and similar income” or “Income from transferable securities”, respectively. IAS 39p17 IAS 39p9 The Bank designates certain financial assets upon initial recognition at fair value through profit or loss (fair value option). This designation cannot subsequently be changed. According to IAS 39, the fair value option is only applied when the following conditions are met: • the application of the fair value option reduces or eliminates an accounting mismatch that would otherwise arise; or • the financial assets are part of a portfolio of financial instruments which is risk-managed and reported to senior management on a fair value basis; or • the financial assets consists of a debt host contract and an embedded derivatives that must be separated. To reduce accounting mismatch, the fair value option is applied to certain loans and receivables that are hedged with interest rate swaps, but for which the hedge accounting conditions of IAS 39 are not fulfilled. Otherwise, the loans are accounted for at amortised cost, whereas the derivatives are measured at fair value through profit or loss. (b) Available-for-sale financial assets Available-for-sale financial assets are initially recognised at fair value (including transaction costs), and measured subsequently at fair value with gains and losses being recognised in a separate revaluation reserve within equity, except for impairment losses and foreign exchange gains and losses on monetary items which are immediatly recognised in profit or loss, until the financial asset is derecognised. This revaluation reserve is not available for dividend distribution. If an available-for-sale financial asset is determined to be impaired, the cumulative gain or loss previously recognised in the revaluation reserve is recycled in profit or loss. IAS 39p46 However, interest is calculated using the effective interest method, and foreign currency gains and losses on monetary assets classified as available-for-sale financial assets are recognised profit or loss. Dividends on available-for-sale equity instruments are recognised in the profit or loss as “Income from transferable securities” when the Bank’s right to receive payment is established. 26 For taxation purposes it is permitted to maintain a lower market value even if the market value has subsequently increased (“Niederstwertprinzip” or “Beibehaltungsprinzip”). This method is optional, should it be selected, a specific note has to be included (see “Other required disclosures”). 27 Exceptional value adjustments are made if, on the basis of a reasonable commercial valuation, it appears that the valuation should be corrected as the result of a fluctuation in value occurring shortly after the balance sheet date. In this case the amount of exceptional value adjustments should be disclosed separately in the profit and loss account (art. 58(2)c)). Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 31 Notes to the accounts as at 31 December 201y (cont.) Ref. article of Law/Circular/ IFRS standard 2.6 Valuation of variable-yield transferable securities The Bank has divided its variable-yield transferable securities portfolio into three categories for valuation purposes: 2.6.1 Investment portfolio of financial fixed assets 56(1)b), Participating interests and shares in affiliated undertakings having the characteristics of financial fixed assets are 56(2)a), 56(3) recorded in the balance sheet at their acquisition cost. The acquisition cost includes the costs to purchase the assets. 19, 18 Companies in which the Bank directly or indirectly exercises a significant influence are considered to be affiliated undertakings. Participating interests comprise rights in the capital of other undertakings, the purpose of which is to contribute to the activity of the company through a durable link. 56(2)a), c)bb) Principle of valuation at acquisition cost 28 Variable-yield transferable securities having the characteristics of financial fixed assets are valued at their acquisition cost. A value adjustment is made if the Board of Directors considers that there exists a durable depreciation in their value at the balance sheet date. 56(2)c)aa), cc) Principle of valuation at “lower of cost or market” 29 Variable-yield transferable securities having the characteristics of financial fixed assets are valued at the lower of their acquisition cost or market value. The value adjustment, corresponding to the difference between the market value and the acquisition cost, is not maintained if the reasons for which it was recorded no longer exist 30. 76(1), 76(2) Principle of valuation using the equity method Participating interests and shares in affiliated undertakings having the characteristics of financial fixed assets in which the Bank has a notable influence are valued at the amount corresponding to the proportion of the associated undertaking’s shareholders’ equity represented by that participating interest. 2.6.2 Trading portfolio This portfolio comprises variable-yield transferable securities purchased with the intention of selling them in the short term. These securities are traded on a market whose liquidity can be assumed to be certain, and their market price is at all times available to third parties. Principle of valuation at “lower of cost or market” 58(2) Variable-yield transferable securities in the trading portfolio are valued at the lower of cost or market value 31. A value adjustment is made when the market value at the balance sheet date is lower than the acquisition cost 32, 33. 32 28 The portfolio of financial fixed assets may be composed of transferable securities valued at acquisition cost, and of transferable securities valued at the lower of cost or market, at the free choice of the Bank. 29 The portfolio of financial fixed assets may be composed of transferable securities valued at acquisition cost, and of transferable securities valued at the lower of cost or market, at the free choice of the Bank. 30 For taxation purposes, it is permitted to maintain a lower market value even if this market value has subsequently increased (“Niederstwertprinzip” or “Beibehaltungsprinzip”). This method is optional, should it be selected a specific note has to be included (refer to “Other required disclosures”). 31 Variable-yield transferable securities included in the trading portfolio cannot be valued on the basis of the “mark-to-market” method (CSSF Recueil, part III, DCP, p. 60). 32 For taxation purposes, it is permitted to maintain a lower market value even if this market value has subsequently increased (“Niederstwertprinzip” or “Beibehaltungsprinzip”). This method is optional, should it be selected a specific note has to be included (refer to “Other required disclosures”). 33 Exceptional value adjustments are made if on the basis of a reasonable commercial valuation, it appears that the valuation should be corrected as the result of a fluctuation in value occurring shortly after the balance sheet date (CSSF Recueil, part III, DCP, p. 50, 51). PwC Luxembourg Ref. article of Law/Circular/ IFRS standard 2.6.3 Structural portfolio This portfolio comprises securities purchased for their investment return or yield, or held to establish a particular asset structure or a secondary source of liquidity. It also includes securities not contained in the other two categories. Principle of valuation at “lower of cost or market” 58(2) Securities in this portfolio are valued at the lower of cost or market value. A value adjustment is made when the market value at the balance sheet date is lower than the acquisition cost. The valuation at the inferior value is not maintained if the reasons for which the value adjustments were made no longer exist 34, 35. In case of fair valuation of variable-yield transferable securities under the Mixed Accounting regime: The IFRS accounting principles laid down on page 31 above do also apply to variable-yield transferable securities. 2.7 Sale and repurchase agreements 11 (2), (4) (a) If the transferee undertakes to return the asset on a specified dare, the asset items are maintained in the transferor’s balance sheet. In that case the amount received by the transferor is booked in “Loan and advances to credit institutions” or in “Loans and advances to customers”. 11 (3), (4) (b) In case of sale with an option to repurchase, the transferor does not maintained the assets transferred in its balance sheet36 2.8Intangibleandtangiblefixedassets 56(2)a), b), Fixed assets other than financial fixed assets are valued at historical acquisition cost. The acquisition cost includes 56(3) the costs to purchase the assets. The acquisition cost of intangible and tangible assets whose use is limited in time are depreciated on a straight-line basis over the estimated useful life or at the rates specified below 37. 56(2)c)bb), In case of durable reduction in value, intangible and tangible assets are subject to value adjustments, regardless of cc) whether their utilisation is limited. The valuation at the inferior value is not maintained if the reasons for which the value adjustments were made no longer exist 34. 34 For taxation purposes, it is permitted to maintain a lower market value even if this market value has subsequently increased (“Niederstwertprinzip” or “Beibehaltungsprinzip”). This method is optional, should it be selected a specific note has to be included (refer to “Other required disclosures”). 35 Exceptional value adjustments are made if on the basis of a reasonable commercial valuation, it appears that the valuation should be corrected as the result of a fluctuation in value occurring shortly after the balance sheet date (CSSF Recueil, part III, DCP, p. 50, 51). 36 The transferor booked as off-balance sheet item the amount equal to the price agreed in case of repurchase (art.11(4)(b)). 37 All generally accepted methods of depreciation are permitted (CSSF Recueil, part III, DCP, p. 30). Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 33 Notes to the accounts as at 31 December 201y (cont.) 2.8.1 Intangible assets Formation expenses are amortised on a straight-line basis over ... years 38. 54 Other intangible assets are amortised on a straight-line basis at the rate of ...%. 2.8.2 Tangible assets Tangible assets are used by the Bank for its own operations. 56(2)b) Tangible assets other than land are amortised on a straight-line basis over the estimated useful lives or at the following rates: Fixed assets category Estimated useful life or Rate % ... ... ... In case of fair valuation of certain non-financial fixed assts under the Mixed Accounting regime: It is important to note that the Mixed Accounting regime currently does not allow the revaluation of tangible and intangible assets; this restriction will remain in force until a Grand-Ducal regulation authorising such practice has been made available. However, the fair valuation of investments properties is allowed under the Mixed Accounting regime. IFRS 13p27 The fair value of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its high and best use IFRS 13p28 The highest and best use of a non-financial asset takes into account the use of the asset that is physically possible, legally permissible and financially feasible. 2.8.3 Investment properties Properties that are held for long-term rental yields or for capital appreciation or both, and that are not occupied by the Bank, are classified as investment properties. IAS 40p5, 40p75(b) IAS 40p20, IAS 40p33, IAS 40p35, IAS 40p75(b) 38 34 Investment properties are measured initially at cost, including transaction costs. The carrying amount includes the cost of replacing parts of an existing investment property at the time the cost was incurred if the recognition criteria are met; and excludes the costs of day-to-day servicing of an investment property. Subsequent to initial recognition, investment properties are stated at fair value, which reflects market conditions at the date of the consolidated statement of financial position. Gains or losses arising from changes in the fair value of investment properties are included in profit or loss in the year in which they arise. Subsequent expenditure is included in the asset’s carrying amount only when it is probable that future economic benefits associated with the item will flow to the Bank and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to profit or loss during the financial period in which they are incurred. Formation expenses must be amortised over a maximum of five years. PwC Luxembourg 62 2.9 Value adjustments in the context of article 62 of the amended Law of 17 June 1992 39 In accordance with the principle of prudence and in consideration of the particular risks inherent to activities of credit institutions, credit institutions are allowed to account for value adjustments in accordance with article 62 of the Law. For reasons of prudence, the Bank has made value adjustments as a result of the particular risks associated with banking operations. These provisions are limited to 4% of the net value and are determined based on the profit after tax, but before determining the profit for the financial year. 63 2.10 Fund for general banking risks The Bank has created a fund for general banking risks intended to cover particular risks associated with banking operations. Increases or decreases to this fund are determined based on the profit after tax, but before determining the profit for the financial year, and are not subject to any limitations. Funds allocated to the fund for general banking risks and proceeds from the partial or total dissolution of the fund shall appear separately in the profit and loss account under items called “Allocations to the fund for general banking risks” and “Proceeds from the dissolution of amounts booked in the fund for general banking risks”, respectively. 2.11 Lump-sum provision 40 A general reserve for potential risks on balance sheet and off-balance sheet items has been booked. This tax-deductible provision is deducted from the corresponding assets. The lump-sum provision calculated on off-balance sheet items is booked under the item “Provision: other provisions”. Circ. 01/32: 2.12 Valuation of derivatives 41 §28 2.12.1 Interest rate swaps The derivatives on interest rates, mainly IRS (“Interest Rate Swaps”), traded over the counter and unallocated to given assets or liabilities, are marked-to-market. The unrealised losses are booked in the profit and loss account whereas unrealised gains are ignored. IRS traded over the counter for hedging purposes of the Bank’s interest rate positions are not marked-to-market unless they are hedging fixed-income transferable securities included in the investment portfolio valued at the “lower of cost or market” 42. 2.12.2 Options For the options traded over the counter and unallocated to given assets or liabilities, the premiums received or paid appear on the balance sheet until the exercise or the expiration date of the option, if the option is not exercised before that date. Commitments on written options are booked off-balance sheet. Options not used for hedging purposes are marked-to-market. The unrealised losses are booked in the profit and loss account whereas unrealised gains are ignored. Call option contracts entered into for hedging a balance sheet item (asset or liability) are booked as follows: unrealised result on the premiums is account for profit or loss account in “Net profit or net loss on financial operations”. Unrealised result arising from the evaluation of the hedge item (asset or liability) is account for profit or loss in “Net profit or net loss in financial operations”. These booking are presented in net by compensation profit or loss effects. Option contracts traded on a regulated market and entered into for the purpose of hedging identical reverse options also traded on a regulated market are booked as follows: as the position on these instruments is closed, the result arising from premiums received and paid is accounted for in the profit and loss account. 39 Loans and advances to credit institutions and customers, amounts due from leasing operations and debt securities, shares and other variable-yield transferable securities which are neither held as financial fixed assets nor included in a trading portfolio, may be shown at a value lower than the one that would result from the application of article 58 paragraph (2) of the Law, where for reasons of prudence this is required as a result of the particular risks associated with banking operations. 40 This provision is recorded as a tax exemption in accordance with the Instructions from the “Directeur des Contributions” dated 16 December 1997. These Instructions state the possibility for credit institutions falling under articles 2, 33 and 35 of the amended Law of the 5 April 1993 relating to the financial sector in Luxembourg, to form a lump-sum provision for high-risk assets. This lump-sum provision includes a part of “value adjustment” recorded in assets and a part of “provisions” relating to off-balance sheet items (CSSF Recueil, part III, B.1.1, p. 49). 41 The examples in note 2.12 describe the derivative instruments most commonly used by financial institutions in Luxembourg. However, this example of a note is not exhaustive and the note disclosed in the annual accounts should cover all derivatives dealt with by the Bank. 42 In this case, the IRS shall be valued according to the same valuation method as the hedged securities (“lower of cost or market”). The following valuation rules shall apply: • when the unrealised losses on the hedged securities are greater than the unrealised gains on the IRS, the net unrealised loss must be recorded in the profit and loss account; • when the unrealised losses on the IRS are greater than the unrealised gains on the hedged securities, the net unrealised loss must be recorded in the profit and loss account; • when the unrealised gains on the hedged securities are greater than the unrealised losses on the IRS, the net unrealised gain must not be accounted for in the profit and loss account; • when the unrealised gains on the IRS are greater than the unrealised losses on the hedged assets, the net unrealised gain must not be accounted for in the profit and loss account. (CSSF Recueil, part III, DCP, p. 48). Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 35 Notes to the accounts as at 31 December 201y (cont.) Ref. article of Law/Circular/ IFRS standard 2.12.3 Financial futures Margin calls on financial futures traded on a regulated market are booked on a daily basis. Gains and losses on trading positions are directly booked in the profit and loss account. Gains and losses on hedging positions are amortised over the same period as the results from the hedged item. 36 PwC Luxembourg Ref. article of Law/Circular/ IFRS standard 64 ter In case of fair valuation of derivatives and/or application of hedge accounting under the Mixed Accounting regime: IAS 39p88 Derivatives are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at their fair value. Fair values are obtained from quoted market prices in active markets (e.g. for exchange-traded options), including recent market transactions, valuation techniques (e.g. for swaps and currency transactions), discounted cash flow models and option pricing models, as appropriate. All derivatives are carried as assets when fair value is positive and as liabilities when fair value is negative. IAS 39p11 Certain derivatives embedded in other financial instruments, such as the conversion option in a purchased convertible bond, are treated as separate derivatives when their economic characteristics and risks are not closely related to those of the host contract and the host contract is not carried at fair value through profit or loss. These embedded derivatives are accounted for separately at fair value, with changes in fair value recognised in profit or loss unless the Bank chooses to designate the hybrid contracts at fair value through profit or loss. IAS 39p86 The method of recognising the resulting fair value gain or loss depends on whether the derivative is designated and qualifies as a hedging instrument, and if so, on the nature of the item being hedged. Derivatives that qualify for hedge accounting The Bank designates certain derivatives as either: (a) Hedges of the fair value of recognised assets or liabilities or firm commitments (fair value hedges); (b) Hedges of highly probable future cash flows attributable to a recognised asset or liability, or a forecast transaction (cash flow hedges). IAS 39p89 (a) Fair value hedge Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in profit or loss, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The net result is included as ineffectiveness in profit or loss. IAS 39p92 If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for which the effective interest method is used is amortised to profit or loss over the period to maturity and recorded as net interest income. The adjustment to the carrying amount of a hedged equity security is included in the profit or loss when the equity security is disposed of as part of the gain or loss on the sale. IAS 39p97, IAS 39p98 IAS 39p95, IAS 39p100, IAS 39p101 (b)Cashflowhedge The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in a separate reserve in equity. This reserve is not available for distribution to the shareholders. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss. Amounts accumulated in equity are recycled to profit or loss in the periods when the hedged item affects profit or loss. They are recorded in the revenue or expense captions in which the related hedged item is reported. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to profit or loss as “Gain/(Loss) on financial operations”. Derivatives that do not qualify for hedge accounting Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised directly in profit or loss as “Net profit or net loss on financial operations”. Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 37 Notes to the accounts as at 31 December 201y (cont.) Ref. article of Law/Circular/ IFRS standard 64 quater a) If the Bank has elected to measure some financial instruments at fair value under the Mixed Accounting regime: IFRS 13p9 2.13 Determination of fair value The fair value is defined as the price that would be received to sell an asset or paid a liability in an orderly transaction between market participants at the measurement date 43. For financial instruments traded in active markets, the fair value of financial assets and financial liabilities is based on quoted market prices or dealer price quotations. This includes listed equity securities and quoted debt instruments on major exchanges (e.g. FTSE, NYSE) and broker quotes from Bloomberg and Reuters. IAS 39p A financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly AG71–AG73 available from an exchange, dealer, broker, industry group, pricing service or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. If the above criteria are not met, the market is regarded as being inactive. Indications that a market is inactive are when there is a wide bid-offer spread or significant increase in the bid-offer spread or there are few recent transactions. IAS 39p For all other financial instruments, fair value is determined using valuation techniques. In these techniques, fair AG74–AG79 values are estimated from observable data relating to similar financial instruments. This includes using models to estimate the present value of expected future cash flows or other valuation techniques, and using inputs (e.g. LIBOR yield curve, FX rates, volatilities and counterparty spreads) existing at the balance sheet date. The Bank uses widely recognised valuation models for determining fair values of non-standardised financial instruments of lower complexity, such as options or interest rate and currency swaps. For these financial instruments, inputs into models are generally observable in the market. For more complex instruments, the Bank uses internally developed models, which are usually based on valuation methods and techniques generally recognised as standard within the industry. Valuation models are used primarily to value derivatives transacted in the over-the-counter market, unlisted debt securities (including those with embedded derivatives) and other debt instruments for which markets were or have become illiquid. Some of the inputs to these models may not be market observable and are therefore estimated based on assumptions. The output of a model is always an estimate or approximation of a value that cannot be determined with certainty, and valuation techniques may not fully reflect all the factors that are relevant to the positions held by the Bank. Valuations are therefore adjusted, where appropriate, to allow for additional factors, including model risks, liquidity risk and counterparty credit risk. Based on the established fair value model governance policies and related controls and procedures applied, management believes that these valuation adjustments are necessary and appropriate to fairly state the values of financial instruments carried at fair value on the balance sheet. Price data and parameters used in the measurement procedures applied are generally reviewed carefully and adjusted if necessary. The fair value of over-the-counter (OTC) derivatives is determined using valuation methods that are commonly accepted in the financial markets, such as present value techniques and option pricing models. The fair value of foreign exchange forwards is generally based on current forward exchange rates. The fair value for loans and advances as well as liabilities to banks and customers are determined using a present value model on the basis of contractually agreed cash flows, taking into account credit quality, liquidity and costs. 43 38 If the calculation of the fair value is not possible, unrealistic or not reliable, some information on the main characteristics which may influence the fair value of the related instrument must be provided. PwC Luxembourg Ref. article of Law/Circular/ IFRS standard Note 3 - Analysis of financial instruments 44 Circ. 01/32: 3.1Strategyreflectingtheuseoffinancialinstruments §25 The Bank’s strategy regarding the use of financial instruments shall be disclosed here. This part may also be provided in the Directors’ report (Refer to the “Directors’ report” for further details). 3.2Analysisoffinancialinstruments 45 3.2.1 Information on primary financial instruments Circ. 01/32: §30, 31, 32 and 39, Appendix 1. II. 1 65(3), (4) The tables below analyse the level of primary financial instruments of the Bank with respect to their remaining maturities. Financial instruments excluded from the trading portfolio are disclosed at the carrying amount, whereas financial instruments included in the trading portfolio are disclosed at fair value 46, their acquisition costs being disclosed for comparison purposes. 44 To discuss explanations on how each amount has been calculated must be provided. Credit institutions must provide further information on terminology and presentation forms used, risk measurement methods, underlying assumptions and where appropriate, other parameters, where further information is likely to provide users of the financial statements with a better understanding of the quantitative information. (Rapport d’Activités 2002, CSSF) 45 Quantitative information provided in this section have to be disclosed for the current year (201y) and the previous year (201y-1). The purpose of this analysis is to provide information on the activity level of financial instruments of the Bank. Appropriate analysis should be provided for primary financial instruments and for derivatives both held for trading or for other purposes (hedging or arbitrage). This analysis should essentially reflect significant terms and conditions that may affect the amount, timing and certainty of future cash flows. Circular 01/32 specifies that this information may be disclosed in tables (some examples are available in the appendix of Circular 01/32). For each table, comparative figures have to be shown. 46 The Circular explains that the split by maturity may contain the following time buckets from zero to three months, from three to six months, from six months to one year, from one year to five years and more than five years. These maturities may be modified if the alternative disclosure does not impact the relative importance of the data (refer to Appendix II.1). The financial instruments without maturity are to be classified either in the “more than five year” category or, preferably, in a “no maturity” category. Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 39 Notes to the accounts as at 31 December 201y (cont.) Ref. article of Law/Circular/ IFRS standard Analysis of financial instruments – Primary non-trading instruments (in CCY) Primary non-trading instrument (in CCY million) less than > 3 months > 1 year more than no 3 months to 1 year to 5 years 5 years maturity Instrument class (financial assets) Cash in hand, balances with central banks and post office banks Treasury bills and other bills eligible for refinancing with central banks Loans and advances to credit institutions Loans and advances to customers Leasing transactions Bonds and other fixed-income transferable securities Shares and other variable-yield transferable securities Total financial assets Non-financial assets Total assets Instrument class (financial liabilities) Amounts owed to credit institutions Amounts owed to customers Debt evidenced by certificates Total financial liabilities Non-financial liabilities Total liabilities 40 PwC Luxembourg Primary trading instruments Carrying amount (in CCY million) Total Ref. article of Law/Circular/ IFRS standard Analysis of financial instruments – Primary trading instruments (in CCY) less than 3 months Carrying Fair amount value > 3 months to 1 year Carrying Fair amount value > 1 year to 5 years more than 5 years Carrying Fair amount value Carrying Fair amount value No maturity Carrying Fair amount value Total primary trading instruments Carrying Fair amount value Instrument class (financial assets) Cash in hand, balances with central banks and post office banks Treasury bills and other bills eligible for refinancing with central banks Loans and advances to credit institutions Loans and advances to customers Leasing transactions Bonds and other fixed-income transferable securities Shares and other variable-yield transferable securities Total financial assets Instrument class (financial liabilities) Amounts owed to credit institutions Amounts owed to customers Debt evidenced by certificates Total financial liabilities Circ. 01/32: 3.2.2 Information on derivative financial instruments §30 3.2.2.1 Description of the derivatives used The description and objectives of the derivatives used shall be disclosed 47. Circ. 01/32: 3.2.2.2 Analysis of derivatives Appendix 1.II.1 68(11) The tables below aim to analyse the level of derivatives of the Bank used. Derivatives traded on a stock exchange shall be disclosed separately from derivatives not traded on a stock exchange. The tables indicating the activity level of instruments used both for trading purposes and for other purposes present the notional values and fair values for each category of instruments 48, and divides them into groups according to their remaining maturity and according to whether they led to unrealised gains or losses. 47 Circular 01/32 specifies that the requirements should not be applied to items that are not essential for the understanding of the accounts. The importance of an instrument or a group of instruments must be assessed based on its nature and its amount. Credit institutions must disclose a description of the risks resulting from their activities so that the readers can develop a good understanding of the underlying risks. A good understanding of these risks is only possible if the description made of activities undertaken is clear enough (Rapport d’Activités 2002, CSSF). For high-risk complex instruments, credit institutions must provide explanations on the use of such instruments. If they are not entering into such instruments, it should be clearly stated (Rapport d’Activités 2002, CSSF). 48 Fair values or notional amounts should be classified by maturity. If the determination of the fair value is not possible, unrealistic or not reliable, information on the main factors which may influence the fair value of the instrument must be provided. Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 41 Notes to the accounts as at 31 December 201y (cont.) Analysis of financial instruments – derivative non-trading instruments (fair value in CCY) Instrument class Contract/notional amount (CCY) less than 3 months Financial assets Financial liabilities > 3 months to 1 year Financial assets Financial liabilities > 1 year to 5 years Financial assets Financial liabilities more than 5 years Financial assets Financial liabilities Interest rates OTC Forwards Swaps Options ... Exchange-traded Forwards Swaps Options ... Foreign exchange/gold OTC Forwards Swaps Options ... Exchange-traded Forwards Swaps Options ... Equities OTC Forwards Swaps Options ... Exchange-traded Forwards Swaps Options ... Credit derivatives ... Total 42 PwC Luxembourg Total Financial assets Financial liabilities Analysis of financial instruments – derivative trading instruments (fair value in CCY) Instrument class Contract/notional amount (CCY) less than 3 months Financial assets Financial liabilities > 3 months to 1 year Financial assets Financial liabilities > 1 year to 5 years Financial assets Financial liabilities more than 5 years Financial assets Financial liabilities Total Financial assets Financial liabilities Interest rates OTC Forwards Swaps Options ... Exchange-traded Forwards Swaps Options ... Foreign exchange/gold OTC Forwards Swaps Options ... Exchange-traded Forwards Swaps Options ... Equities OTC Forwards Swaps Options ... Exchange-traded Forwards Swaps Options ... Credit derivatives ... Total Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 43 Notes to the accounts as at 31 December 201y (cont.) Ref. article of Law/Circular/ IFRS standard 3.3 Credit risk Circ. 01/32: 3.3.1 Description of credit risk §33 Describe the credit risk relating to financial instruments to which the Bank is exposed 49. Circ. 01/32: 3.3.2 Measurement of credit risk exposure 50 §34, 35, Information on the credit risk linked to primary financial instruments is disclosed on the basis of the carrying Annexe 1.II.2 amount, after deduction of any value adjustments. In the following tables, the guarantees received, which reduce credit risk exposure, are not taken into account. 3.3.3 Concentration of credit risk Circ. 01/32: The tables below disclose the concentrations of the credit risk linked to financial instruments, from both on and §36 off-balance sheet exposures, by geographical location and economic sector 51. Concentration of credit risk by geographical location (in CCY) Geographical location Credits and other balance sheet items 201y 201y-1 Commitments OTC derivatives 201y 201y-1 201y 201y-1 ……… ……… 44 49 Information on credit risk linked to financial instruments should be disclosed on the basis of the amount that best represents the maximum credit risk exposure at the balance sheet date (net of any value adjustments or provisions and of any netting agreements that are legally enforceable by the institution) without taking into account any collateral. Information on the maximum credit risk exposure should be complemented by information on the potential credit risk exposure taking into account any collateral. As a result, information provided on credit risk must cover primary financial instruments as well as derivative financial instruments. Where the carrying amount of an instrument represents the maximum credit risk exposure, disclosure of additional information, for the purposes of the previous paragraph, is not necessary. With respect to derivative instruments not traded on a recognised, regulated market (“OTC”), the carrying amount (principal or notional amount) does not reflect the maximum risk exposure. The maximum exposure to credit risk is the overall replacement cost as detailed in CSSF circular 06/273. Credit institutions must add quantitative details to their explanations. If they are dramatically exposed to credit risk concentration, it should be clearly stated in order to avoid any doubt. 50 With respect to credit risk exposure on OTC derivatives, Circular 01/32 stipulates that information must be disclosed in tables, broken down as follows: • on the vertical axis, by the degree of creditworthiness of the counterparty based on internal or external ratings; • on the horizontal axis, by: • notional amount, adjusted for the effect of any legally binding netting agreements; • current replacement cost, adjusted for the effect of any legally binding netting agreements; • potential future credit exposure, adjusted for the effect of any legally binding netting agreements; • overall replacement cost, net of any provisions; • net risk exposure adjusted for any collateral. 51 Circular 01/32 specifies that only significant credit risk concentrations linked to financial instruments from on and off-balance sheet items should be disclosed by economic sector and geographic location. The tables shown shall also be part of the section 9 of the long form report. The Bank may decide either not to disclose geographical and economic sector concentration if it is not essential for the understanding of the annual accounts, or to disclose it by larger categories (such as OECD/non-OECD countries). PwC Luxembourg Ref. article of Law/Circular/ IFRS standard Concentration of credit risk by economic sector (in CCY) Economic sector Credits and other balance sheet items 201y 201y-1 Commitments 201y 201y-1 OTC derivatives 201y 201y-1 3.4 Market risk Circ. 01/32: 3.4.1 Description of market risk §37,38, Information on market risk inherent in the institution’s positions in trading and non-trading instruments should be Annexe 1.II.3 disclosed on the basis of Value-at-Risk, sensitivity analysis or other market price risk measures 52. Note 4 - Cash in hand, balances with central banks 53 and post office banks In accordance with the requirements of the European Central Bank, the Central Bank of Luxembourg has implemented a system of mandatory minimum reserves which applies to all Luxembourg credit institutions54. The minimum reserve balance as at 31 December 201y held by the Bank with the Central Bank of Luxembourg amounted to CCY... . Note 5 - Participating interests and shares in affiliated undertakings 68(2) 5.1Summaryofparticipatinginterestsandsharesinaffiliatedundertakings As at 31 December 201y, the Bank directly or indirectly held participating interests and shares in affiliated undertakings of at least 20% of the share capital in the following companies 55: Name Head Office Carrying amount CCY Proportion of capital held % Shareholders’ equity 31/12/201y CCY Profit or loss for the year ended 31/12/201y CCY Participating interests Shares in affiliated undertakings 52 The different methods should be used alternatively or in combination in such a way as to provide a comprehensive picture of the Bank’s exposure to market risks linked to the financial instruments held for trading or non-trading purposes. This information shall be disclosed separately for each category of market risks. When the credit institutions use methods such as Value-at-Risk to assess the market risk, the information disclosed should include a description of the risks monitored based on these methods as well as a description of the calculation assumptions and quantitative information on the values at risk (Rapport d’activités 2002, CSSF). 53 The CSSF Recueil sets out that these funds are available immediately either from a Eurozone central bank (European Central Bank or EU Member State central bank) or from the central bank of any country where the credit institution has a branch. 54 As detailed in the Central Bank of Luxembourg circular 2003/181. According to article 68(2), this information may be omitted if it is of negligible importance with regard to the objective of true and fair view. Disclosure of capital and reserves and of the profit or loss for the latest financial year may be omitted if the undertaking does not publish its balance sheet itself and if less than 50% of its capital is held directly or indirectly by the Bank. According to article 69(1), these disclosures may be omitted when their nature is such that they would be seriously prejudicial to any of those undertakings. Any such omission must be disclosed in the notes to the accounts. According to article 69(3), the disclosure prescribed in article 68(2), concerning the amount of shareholders’ equity and the profit or loss for the latest financial year, may be omitted: • where the undertakings concerned are included in the consolidated accounts prepared by the parent company or in the consolidated accounts of a larger entity as described in article 80(2), the parent undertaking of which is governed by the Law of a Member State of the European Union; or • where the rights in the capital of the undertakings held by the parent company are accounted for under the equity method, either in the annual accounts of the parent company (see article 76) or in the consolidated accounts of the parent company (see article 103). 55 Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 45 Notes to the accounts as at 31 December 201y (cont.) Ref. article of Law/Circular/ IFRS standard 68(11) (b) The participation in Company A has been maintained at historical cost, and the fair value of this participation amounts to CCY ... Management believes that this reduction in value is temporary for the following reasons 56: 65(1), (2) 5.2Participatinginterestsinothercreditinstitutionsandsharesinaffiliatedundertakingswhich are credit institutions Participating interests in other credit institutions amount to CCY ... Shares in affiliated undertakings which are credit institutions amount to CCY ... 5.3Loansandadvancestoanddebtsowedtoaffiliatedundertakings These items 57 are detailed as follows: 201y CCY 66(1) 201y-1 CCY Assets Treasury bills and other bills eligible for refinancing with central banks Loans and advances to credit institutions Loans and advances to customers Leasing transactions Bonds and other fixed-income transferable securities Liabilities Amounts owed to credit institutions Amounts owed to customers Debt evidenced by certificates Subordinated liabilities The following items have been maintained at historical cost despite lower fair value: Carrying amount 201y CCY 68(11) 201y-1 CCY Fair value 201y CCY 201y-1 CCY Financial asset A Financial asset B 46 56 According to article 68(11) b), for financial fixed assets carried at an amount in excess of their fair value (i.e. if the cost model has been applied), the Bank shall disclose: i) the carrying amount and the fair value of either the individual assets or appropriate groupings of those individual assets; and ii) the reasons as to why the carrying amount has not been written down and specifically the nature of the information that leads to believe that the carrying amount will be recovered. 57 Indicate for each item and sub-item the assets that are subordinated (art. 66(2)). PwC Luxembourg Ref. article of Law/Circular/ IFRS standard Management believes that those reductions in value are temporary for the following reasons 58: 5.4 Loans and advances to and debts owed to related undertakings These items 59 are detailed as follows: 201y CCY 66(1) 201y-1 CCY Assets Treasury bills and other bills eligible for refinancing with central banks Loans and advances to credit institutions Loans and advances to customers Leasing transactions Bonds and other fixed-income transferable securities Liabilities Amounts owed to credit institutions Amounts owed to customers Debt evidenced by certificates Subordinated liabilities The following items have been maintained at historical cost despite lower fair value: Carrying amount 201y CCY 68(11) Fair value 201y-1 CCY 201y CCY 201y-1 CCY Financial asset A Financial asset B Management believes that those reductions in value are temporary for the following reasons 60: 64 quater b) Additional disclosure required under the Mixed Accounting regime for participating interests and shares in affiliated undertakings measured at fair value: 5.5 Fair value disclosures Amounts in CCY Participating interests Shares in affiliated undertakings Fair Value - opening balance Additions for the year Disposals for the year Unrealised gains/losses recognised in profit or loss Unrealised gains/losses recognised in revaluation reserve Fair Value – closing balance 58 According to article 68(11) b), for financial fixed assets carried at an amount in excess of their fair value (i.e. if the cost model has been applied), the Bank shall disclose: i) the carrying amount and the fair value of either the individual assets or appropriate groupings of those individual assets; and ii) the reasons as to why the carrying amount has not been written down and specifically the nature of the information that leads to believe that the carrying amount will be recovered. 59 Indicate for each item and sub-item the assets that are subordinated (art. 66(2)). 60 According to article 68(11) b), for financial fixed assets carried at an amount in excess of their fair value (i.e. if the cost model has been applied), the Bank shall disclose: i) the carrying amount and the fair value of either the individual assets or appropriate groupings of those individual assets; and ii) the reasons as to why the carrying amount has not been written down and specifically the nature of the information that leads to believe that the carrying amount will be recovered. Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 47 Notes to the accounts as at 31 December 201y (cont.) Ref. article of Law/Circular/ IFRS standard 65(6) Note 6 - Transferable securities 6.1 Quoted and unquoted transferable securities 6.1.1 Quoted transferable securities 66(1) 201y CCY 201y-1 CCY 201y CCY 201y-1 CCY Treasury bills and other bills eligible for refinancing with central banks Bonds and other fixed-income transferable securities • issued by public bodies • issued by other borrowers Shares and other variable-yield transferable securities Participating interests Shares in affiliated undertakings 6.1.2 Unquoted transferable securities Treasury bills and other bills eligible for refinancing with central banks Bonds and other fixed-income transferable securities • issued by public bodies • issued by other borrowers Shares and other variable-yield transferable securities Participating interests Shares in affiliated undertakings 65(7) 6.2Categoriesofbondsandotherfixed-incometransferablesecurities The treasury bills and other bills eligible for refinancing with central banks and the fixed-income transferable securities are classified as follows 61: 201y CCY 66(1) 65(5) 48 201y-1 CCY Financial fixed assets Structural portfolio Trading portfolio Treasury bills, other bills eligible for refinancing with central banks 62 and fixed-income transferable securities maturing in 201y+1 amount to CCY ... 61 As per article 65(7), the breakdown of the bonds and other fixed-income transferable securities shall be done according to whether or not they have been considered as financial fixed assets. The criteria used to distinguish the category of financial fixed assets must be disclosed. Furthermore, the CSSF Recueil specifies that the breakdown also applies to transferable securities included in the account “Treasury bills and other bills eligible for refinancing with central banks” (CSSF Recueil, Part V, Publicité, p. 9). 62 The CSSF Recueil requires disclosure of information regarding treasury bills and other bills eligible for refinancing with central banks (CSSF Recueil, Part V, Publicité, p. 9). PwC Luxembourg Ref. article of Law/Circular/ IFRS standard 68(11) An amount of CCY... of fixed-income transferable securities classified as financial fixed assets and measured at historical cost have a lower fair value of CCY... Management believes that those reductions in value are temporary for the following reasons 63: Valuation of the trading portfolio at market value 64 58(3) Treasury bills, other bills eligible for refinancing with central banks and fixed-income transferable securities of the trading portfolio are valued at market value. The difference between the acquisition cost and the higher market value at 31 December 201y amounts to CCY... (201y-1: CCY...). 6.3Amortisationofpremiumsanddiscountsonbondsandotherfixed-incometransferablesecuritiesheldasfinancialfixedassets At 31 December 201y, the net amortised value of premiums and discounts since the acquisition date for the financial fixed assets amounts to: 56(2)d), e) 201y CCY 201y-1 CCY Premiums Discounts 11(4)a) 6.4 Sale and repurchase transactions At 31 December 201y, the Bank is committed in sale and repurchase agreements with a firm repurchase obligation. These securities still appear on the balance sheet of the Bank for a total amount of CCY .... 64 quater b) Additional disclosure required under the Mixed Accounting regime for transferable securities remeasured at fair value: 6.5 Fair value disclosures Amounts in CCY Treasury bills and other bills eligible for refinancing with central banks Bonds and other fixedincome transferable securities Shares and other variable-yield transferable securities Fair Value - opening balance Additions for the year Disposals for the year Unrealised gains/losses recognised in profit or loss Unrealised gain/losses recognised in revaluation reserve Fair Value – closing balance 63 According to article 68(11) b), for financial fixed assets carried at an amount in excess of their fair value (i.e. if the cost model has been applied), the Bank shall disclose: i) the carrying amount and the fair value of either the individual assets or appropriate groupings of those individual assets; and ii) the reasons as to why the carrying amount has not been written down and specifically the nature of the information that leads to believe that the carrying amount will be recovered. 64 This implies that the trading portfolio is composed solely of fixed-income transferable securities. Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 49 Notes to the accounts as at 31 December 201y (cont.) Ref. article of Law/Circular/ IFRS standard 65(15) Note 7 - Fixed assets 7.1Movementsinfixedassets 65 Gross value Gross value at the beginning of period Additions CCY CCY Participating interests Treasury bills and other bills eligible for refinancing 66 Debt securities, including fixed-income transferable securities held as financial fixed assets Intangible assets 67 of which: • Formation expenses • Research & development costs • Concessions, patents, licenses, trademarks and similar rights: - purchased, but not included in goodwill - created by the undertaking itself • Goodwill • Payments on account Tangible assets 68 of which: • Land and buildings of which: - Investment properties carried at fair value 69 • Plant and equipment • Other fixtures and fittings, tools and equipment • Payments on account and assets under construction 50 65 Article 65(15)B allows some simplifications when establishing the first annual accounts of the Bank. 66 Information relating to the treasury bills and other bills eligible for refinancing with central banks is required by the CSSF Recueil (CSSF Recueil, part V, Publicité, p. 10). 67 Intangible assets are assets that cannot be physically removed from the credit institution. It is therefore advised that a removal be booked the year the intangible assets are fully amortised to avoid disclosing them further on (CSSF Recueil, part V, Publicité, p. 13). 68 Tangible assets can be disclosed in the table as long as they are being used by the credit institution, even if they are already fully amortised. A removal is disclosed only when the tangible assets are physically removed from the credit institution (CSSF Recueil, part V, Publicité, p. 13). 69 Under the Mixed Accounting regime, investments properties may be carried at fair value through profit or loss (refer to section 2.8.3). Although no specific disclosure is required by the Law, we recommend disclosing those items separately. PwC Luxembourg Gross value Value adjustments 70 Disposals Transfers Gross value at the end of period CCY CCY CCY 70 Cumulative value adjustments at the beginning of period CCY Value adjustments Reversal of value adjustments Transfers CCY CCY CCY Carrying amount Cumulative value adjustments at the end of period CCY Net book value at the end of period CCY The obligation to separately disclose the value adjustments does not apply to participating interests, shares in affiliated undertakings and transferable securities held as financial fixed assets. The value adjustments for these latter items may be combined with other items. The credit institution may offset the value adjustments and value readjustments in the profit and loss account (art. 48 (2)). When doing so, the undertaking is advised to disclose the total balance of cumulated adjustments and cumulated readjustments in the table showing the fixed-assets movements for the three concerned items. Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 51 Notes to the accounts as at 31 December 201y (cont.) Ref. article of Law/Circular/ IFRS standard 20(2) 54(2) 7.2 Intangible assets 71 Formation expenses include fees paid to various parties at the time of incorporation and capital increases of the Bank. 55(1) The costs of research and development represent expenses related to the development of software. 20(2) A goodwill is included in the intangible assets for an amount of CCY ... This amount corresponds to the purchase of a client portfolio from a subsidiary of a credit institution from the European Union. 7.3 Land and buildings 201y CCY Carrying amount 201y-1 CCY Fair value 72 Carrying amount Fair value 73 used by the bank for its own activities 73‘ • Land • Buildings (carrying amount) Investment properties • Land • Buildings (carrying amount) Note 8 - Leasing transactions 65(8) 201y CCY 201y-1 CCY 201y CCY 201y-1 CCY Transactions with credit institutions Transactions with customers Note 9 - Other assets 65(9) Other assets consist principally of the following 74: …. …. …. 71 Formation expenses, research and development costs and goodwill if purchased, must be explained and disclosed separately in the notes to the accounts. 72 Under the Mixed Accounting regime, investments properties may be carried at fair value through profit or loss (refer to section 2.8.3). Although no specific disclosure is required by the Law, we recommend to disclose those items separately. 73 and 73’ 74 52 Amounts included under the title “land and buildings” used by the Bank in the normal course of its business are to be disclosed separately. This detail is required if it is essential to the understanding of the annual accounts. PwC Luxembourg Ref. article of Law/Circular/ IFRS standard Note 10 - Fiduciary transactions included in the balance sheet 39(2) The following fiduciary transactions not expressly covered by the Law of 27 July 2003 on trusts and fiduciary transactions are recorded on the balance sheet and are classified as follows: 201y CCY 201y-1 CCY …….. …….. …….. Note 11 - Assets pledged as collateral security 67(2) The Bank has pledged assets as collateral security for transactions entered into by itself or on behalf of third parties (including contingent liabilities). The following captions are concerned 75: 201y CCY 201y-1 CCY 201y CCY 201y-1 CCY …….. …….. …….. Note 12 - Amounts owed to customers: savings deposits 65(3) The savings deposits are split as follows: 65(5) Deposits repayable on demand Term deposits or with agreed periods of notice Note 13 - Debt securities in issue Bonds and debt securities in issue maturing during the year 201y+1 amount to CCY ... 75 Separate disclosure must be made when assets have been pledged as collateral security in respect of affiliated undertakings. Similar information must be disclosed for deposits pledged as collateral security by the Bank (cash or securities deposits) as part of transactions on derivatives on regulated markets entered into for its own account (for instance options and futures) (CSSF Recueil, part V, Publicité, p. 20). Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 53 Notes to the accounts as at 31 December 201y (cont.) Ref. article of Law/Circular/ IFRS standard Note 14 - Other liabilities 65 (9) Other liabilities consist principally of the following 76: 201y CCY 201y-1 CCY …….. …….. …….. …….. Note 15 - Borrowings 65(12) 65(13) 15.1 Convertible bonds At 31 December 201y, the following convertible bonds were issued by the Bank: Currency of issue Nominal value CCY ………. ……….. Interest rate Maturity date 77 Conditions for conversion and other rights 15.2 Subordinated liabilities The following subordinated borrowings exceeded 10% of the total amount of the subordinated liabilities at 31 December 201y 78: Currency of issue Nominal value CCY ………. ……….. Interest rate Maturity date Other subordinated liabilities total CCY ... 79 The charges paid for the subordinated liabilities during the year amount to CCY ... 76 54 This detail is required if it is essential to the understanding of the annual accounts. In the event of an interim dividend distribution, the distribution must be disclosed in the notes to the accounts, in a note linked to the “Result of the financial year” as well as in a note linked to the “Other Liabilities” account, if the interim dividend is distributed after year-end (CSSF Recueil, part III, B1.1, p. 56). 77 Indicate if it is a perpetual issue. 78 Indicate the terms of the subordination, the existence of any provisions to convert the subordinated liability into capital or some other form of liability, and the terms of any such provisions. Also indicate the circumstances, if any, in which early repayment is required. 79 Provide an overall indication of the rules governing other subordinated liabilities (article 65(13)). PwC Luxembourg Ref. article of Law/Circular/ IFRS standard Note 16 - Subscribed capital 65(10), (11), (12) The authorised capital of the Bank amounts to CCY ... During the year 201y, ... new shares with a nominal value of CCY ... each were subscribed. Total share capital has therefore increased by CCY ... to CCY ... The Bank’s share capital comprised the following type of shares at 31 December 201y: Number Nominal value CCY Total CCY Registered shares Bearer shares Non-voting preferred shares Beneficial shares Total share capital The beneficial shares were issued when the Bank was initially incorporated. They represent a liability for the Bank but do not entitle rights of ownership. The rights of the beneficiaries are described in the articles of incorporation of the Bank. Note 17 - Reserves 17.1 Legal reserve In accordance with Luxembourg Law, the Bank must transfer at least 5% of its annual profit to the legal reserve until this reserve equals 10% of the subscribed capital. The legal reserve is not distributable. 17.2 Free reserve The free reserve represents profits of prior years that have been appropriated by the Annual General Meeting of shareholders to a specific reserve referred to as “free reserve”. The Annual General Meeting may approve the distribution of this reserve. 17.3 Special reserve In accordance with the tax Law, the Bank reduced its Net Wealth Tax burden by crediting it on the amount of the Corporate Income Tax. In order to comply with the Law, the Bank decided to allocate under non-distributable reserves an amount that corresponds to five times the amount of reduced Net Wealth Tax. This reserve is non-distributable for a period of five years from the year following the one during which the Net Wealth Tax was credited. 64 quater d) Additional disclosure required under the Mixed Accounting regime if some financial assets are measured at fair value through a separate revaluation reserve in equity: 17.4 Revaluation reserve 201y CCY 201y-1 CCY Opening balance Revaluation gains Revaluation losses Transfer to profit or loss upon disposal Transfer to profit or loss upon impairment Closing balance Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 55 Notes to the accounts as at 31 December 201y (cont.) Ref. article of Law/Circular/ IFRS standard 22 17.5 Reserve for own shares During the year 201y, the Bank bought ... own shares for a nominal amount of CCY ... 80 The Bank must build up a non-distributable reserve on the liabilities side on the balance sheet for an amount identical to the amount of own shares booked on the asset side of the balance sheet. This reserve can be dissolved only if the own shares booked on the asset side have been sold or cancelled, or if the current value of the own shares at accounting date is lower than their value booked in the assets side of the balance sheet. Ref. article of Law/Circular/ IFRS standard Note 18 - Changes in shareholders’ equity 74 The movements on shareholders’ equity 81 of the Bank is summarised below: Subscribed capital CCY Share premium CCY Reserves/ Net profit CCY Revaluation reserve 82 CCY Profit/(loss) brought forward CCY Profit/(loss) for the year CCY Balance at 31 December 201y-1 Allocation of the profit/(loss) of the previous year • Dividend distribution • Transfer to legal reserve • Transfer to other reserves • Profit/(loss) carried forward Profit/(loss) for the financial year ended 201y Movement in the Revaluation reserve 83 Balance at 31 December 201y The Annual General Meeting of shareholders dated ... 201y approved the appropriation of the 201y-1 result. 56 80 It is recommended to comment the caption “Reserve for own shares” (CSSF Recueil, part III, B 1.1, p. 54). 81 It is recommended to provide in the notes to the accounts some information on the movements that occurred in the reserves and in the profit or loss brought forward captions, due to the allocation of the result of the previous financial year (CSSF Recueil, part V, Publicité, p. 18). 82 Under the Mixed Accounting regime only 83 Under the Mixed Accounting regime only PwC Luxembourg Ref. article of Law/Circular/ IFRS standard Note 19 - Interim dividend In accordance with article 72-2 of the amended Law of 10 August 1915 on commercial companies, the meeting of the Board of Directors dated ... approved the distribution of an interim dividend amounting to CCY ... 84 Note 20 - Special items with a reserve quota portion 33 Gains as referred to in articles 53, 54 and 54bis of the Income Tax Law consist of the following items: 201y CCY 201y-1 CCY 201y CCY 201y-1 CCY 201y CCY 201y-1 CCY …….. …….. Note 21 - Hybrid capital instruments 33 During 201y, the Bank issued hybrid capital instruments for an amount of CCY ... 85 Note 22 - Positions in foreign currencies 65(14) Total amount of assets in foreign currencies Total amount of liabilities in foreign currencies Note 23 - Contingent liabilities and commitments 67(1) 23.1 Contingent liabilities As at 31 December 201y, contingent liabilities reported off-balance sheet comprised 86: Guarantees and other direct substitutes for credit (including commitments to repurchase assets) Acceptances Documentary credits Guarantees by endorsements Counter-guarantees 84 The interim dividend paid to shareholders after year-end is recorded in the “Other Liabilities” account. Regarding the profit or loss for the financial year caption disclosed in the balance sheet to be published, the interim dividend must be taken into account, whether or not it has been paid to shareholders at year-end. This caption should be disclosed as follows: Profit or loss for the financial year ended 201y (after deduction of the interim dividend): a) Profit or loss for the financial year ended 201y before deduction of the interim dividend; b) Interim dividend. (CSSF Recueil, part V, Publicité, p. 4) 85 In the annual accounts, hybrid capital instruments that meet the requirements to be considered by the CSSF as own funds without being part of the issued capital of the Bank have to be disclosed separately, since their nature does not correspond to any of the existing captions foreseen by the Law. A new “hybrid capital instrument” caption may be added before the “subscribed capital” caption. In the event where the instruments are similar to “Stille Einlagen” foreseen by the German Commercial Law, the account shall be called “Stille Einlagen” (CSSF Recueil, part III, B1.1, p. 52). 86 Credit institutions shall disclose the amount for each category in the notes to the accounts, if it is significant in comparison to the global activity of the undertaking. Real guarantees given on behalf of third parties shall be included in “Guarantees and other direct substitutes of credit”. Contingent liabilities related to affiliated undertakings must be disclosed separately. Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 57 Notes to the accounts as at 31 December 201y (cont.) Ref. article of Law/Circular/ IFRS standard 67(3) 23.2 Off-balance sheet commitments As at 31 December 201y, commitments reported off balance sheet comprised 87: 201y CCY 201y-1 CCY Forward purchases of assets Forward sales of assets Amounts not paid up on securities, participating interests and shares in affiliated undertakings Confirmed credits not used Facilities for the issuance of debt facilities 23.3 Deposit guarantee and investor compensation scheme88 The Bank is a member of the non-profit organisation “Association pour la Garantie des Dépôts, Luxembourg” (“AGDL”). The AGDL reimburses the deposit-holder the amount of his guaranteed cash deposits, and reimburses the investor the amount of his guaranteed receivable up to EUR 100,000 per guaranteed cash deposit and up to EUR 20,000 per guaranteed receivable arising from investment operations other than that relating to a cash deposit. As at 31 December 201y, the Bank provided for an adequate amount in connection with this deposit guarantee and investor compensation scheme 89. 87 Credit institutions shall disclose in the notes to the accounts the amount for each type of commitment considered significant compared to the global activity of the undertaking. Commitments towards affiliated undertakings must be disclosed separately. Commitments, which are disclosed neither in the balance sheet nor in the off balance sheet, must also be shown if such disclosure is useful to the understanding of the financial position. This applies in particular to the following other commitments: • Commitments in respect of future rent payments for buildings or assets subject to leasing contracts; • Commitments contracted by the Bank to purchase or sell buildings or other assets; • Financial liabilities arising under deposit guarantee schemes or membership with clearing or netting organisations (quantitative and qualitative information may be disclosed); • Commitments resulting from the issue of comfort letters. The other commitments that have been made with affiliated undertakings shall be disclosed. 58 88 The sole purpose of the AGDL is the establishment of a system of mutual guarantee for cash deposits and receivables from investment operations made by individuals with members of the AGDL, regardless of nationality or residence, by companies incorporated under Luxembourg Law or under the Law of another EU Member State which are authorised, considering their size, to prepare an abridged balance sheet in compliance with the applicable Law, as well as by those companies of a similar size as defined by the Law of another EU Member State. 89 Each Bank shall disclose in its notes to the accounts quantitative or qualitative details on the financial commitment resulting from its AGDL membership. The details shall also contain information on a likely or definite debt resulting from outstanding claims and on the related payments to be made. PwC Luxembourg Ref. article of Law/Circular/ IFRS standard 67(5) 23.4Managementandfiduciaryservices The Bank has provided the following management and fiduciary services to third parties during the financial year 90: • Investment management and advice; • Safekeeping and administration of securities; • Renting of safe deposit boxes; • Fiduciary services; • Agency services. Note 24 - Profit and loss account 62(3) 24.1 Breakdown of income by geographic markets 91, 92 201y CCY 201y-1 CCY 201y CCY 201y-1 CCY 201y CCY 201y-1 CCY …….. …….. …….. 68(4) 24.2 Other operating charges 93 Other operating charges are analysed as follows: …….. …….. 68(4) 24.3 Other operating income 94 Other operating income are analysed as follows: …….. …….. 90 This information is provided when these activities represent a significant portion of the global activities of the Bank. 91 This information is required only if the markets, from the point of view of the Bank’s organisation are materially different from each other. Items 1, 3, 4, 6 and 7 of article 41 or items B1, B2, B3, B4 and B7 of article 42 are subject to such disclosures. 92 In accordance with article 69(2), disclosures may be omitted when their nature is such that they would be prejudicial to the Bank. Any such omission must be disclosed in the notes to the accounts. 93 This detail is required if it is essential to the understanding of the annual accounts. 94 This detail is required if it is essential to the understanding of the annual accounts. Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 59 Notes to the accounts as at 31 December 201y (cont.) Ref. article of Law/Circular/ IFRS standard 56(2)f) 24.4 Value adjustments for tax purposes Exceptional value adjustments of fixed and current assets are made, for tax purposes, in application of the “Beibehaltungsprinzip”. According to this principle, it is permitted to retain a value adjustment in respect of a fixed or current asset made previously in application of the “lower of cost or market” method but which no longer corresponds to a reduction in its value. As at 31 December 201y, the retained amount is CCY ... 24.5 Extraordinary charges and income The extraordinary charges and income are detailed as follows 95: 49(2) 201y CCY 201y-1 CCY 201y CCY 201y-1 CCY …….. …….. Note 25 - Information relating to staff employed and management 68(5) 25.1 Personnel employed The average number of employees during the financial year is detailed as follows 96: Senior management 97 Management Employees Workers Total 60 95 This detail is required if it is essential to the understanding of the annual accounts. 96 This section should not only disclose the staff with a contract of employment, but also the persons working in positions created by the Bank, even if they are not directly paid by the Bank. Persons working abroad in branches or in representation offices should also be disclosed in this section. (CSSF Recueil, part V, Publicité, p. 26) 97 Senior management consists of the management members as defined by each Bank individually. Senior management has to consist of all authorised persons as per article 7 of the amended Law of the 5 April 1993 relating to the financial sector (“four eye principle”). It is also possible to disclose under “Senior management” all members (authorised or not) of the Management Committee (if provided for in the internal organisation of the Bank) as well as other persons closely linked to the Bank’s daily management (managers, deputy managers and assistant managers) based on a delegation of duties giving them management responsibilities. (CSSF Recueil, part V, Publicité, p. 26, 27) PwC Luxembourg Ref. article of Law/Circular/ IFRS standard 68(8), (9) 25.2 Members of the administration, managerial and supervisory bodies Remuneration 98, loans and advances granted to the members of the Board of Directors and of managerial and supervisory bodies as well as commitments relating to pension on behalf of current 99 members of these bodies are presented as follows: Board of Directors Managerial bodies 201y CCY 201y CCY 201y-1 CCY 201y-1 CCY Supervisory bodies 201y CCY 201y-1 CCY Remuneration Loans and advances Other commitments Commitments relating to pensions Note 26 - Independent Auditor’s Fees 68(12) The total fees accrued by the Company and paid to the “Réviseur d’entreprises agréé” are presented as follows: 201y CCY 201y-1 CCY Audit fees Audit-related fees Tax related fees Other fees Total 98 The total amount of taxable remunerations, including remunerations in kind, paid to directors or executive members (being part either of managerial or supervisory bodies) shall be disclosed, whether they are employee’s remunerations or not. When executive members are also directors of the Bank, the revenues perceived as employees and other remunerations perceived are not disclosed in the caption “Remuneration of the Board of Directors”. This item should only comprise directors’ fees and other remunerations paid to the Bank’s directors. To complete this table it may be easier to consider the total amount of taxable remunerations as declared by the persons. Remunerations in kind include stock options granted for free by the shareholders to the directors or executive members within a stock options plan. (CSSF Recueil, part V, Publicité, p. 27) 99 Despite the article 68(8) that stipulates that commitments arising or entered into in conjunction with retirement pensions of former members of executive bodies should be disclosed, the CSSF Recueil specifies that the disclosure requirements apply to current members. Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 61 Other required disclosures Ref. article of Law/Circular/ IFRS standard BALANCE SHEET 58(2)c), 56(2)f), 58(2)e) Exceptional value adjustments Indicate the total amount of exceptional value adjustments on fixed and current assets, which the Bank has decided to apply in accordance with this article including those resulting from the application of the “Beibehaltungsprinzip”. If current assets are subject to exceptional value adjustments for taxation purposes alone, the reasons for making them must be disclosed as well. 56(5) Interest on borrowings Disclosure where the production cost includes interest on borrowings incurred in order to finance the production of fixed or current assets (as long as the interest is related to the period of construction). 4(2)b) 66(3) Regrouping of sub-items Disclose if, after prior authorisation from the CSSF, the credit institution has combined sub-items of assets preceded by a lower-case letter in order to promote clarity. The same disclosures apply for combined sub-items of liabilities and the profit and loss account. Assets or liabilities shown under more than one caption and own shares If an asset or liability is shown under more than one caption, the relationship between the captions must be disclosed, either in the balance sheet or in the notes to the accounts, if it is essential to the understanding of the annual accounts. The own shares as well as the shares in affiliated undertakings may not be included in other captions other than those expressly foreseen for this purpose. PROFIT AND LOSS ACCOUNT 68(6) Departure from valuation rules Disclosure of the extent to which, in a departure from articles 51 and 54 through 64 sexies (relating to valuation principles), the profit or loss of the current or prior financial year has been affected by the valuation of various items in order to obtain tax relief. Any significant effect of such a valuation on future tax charges must also be disclosed. Disclosure under this paragraph is required only where amounts involved are significant, and do not have to be fully quantified. 68(7) 62 Deferred taxation The difference between the tax charge for the year and previous years, and the tax charge already paid or payable for these years must be disclosed, if this difference is significant in terms of future taxation. This amount may also be disclosed cumulatively in the balance sheet as a separate item 6b) “Provision for taxation” with the subtitle “Deferred taxes”. PwC Luxembourg Ref. article of Law/Circular/ IFRS standard 50 Combination of taxes on ordinary and extraordinary activities By application of the derogation allowing to combine taxes on profit or loss on ordinary activities and taxes on extraordinary profit or loss, credit institutions must disclose the extent of these taxes related separately to ordinary and extraordinary profit and loss in the notes to the accounts. EQUITY METHOD APPLIED TO NON-CONSOLIDATED ANNUAL ACCOUNTS 100 Differencesarisingonfirstapplication 76(2)a)b)c) On first application of this article, the difference between the carrying amount of participating interests accounted for using the equity method (valued in accordance with the rules stated in Chapter 7 or 7 bis of part II of the Law) and the amount corresponding to the portion of shareholders’ equity represented by this participating interests shall be disclosed separately in the balance sheet or in the notes to the accounts. The method selected by the credit institution by virtue of article 76(2) a) and b) shall also be disclosed. 76(3) 64(4) 76(7) Non-revaluation of assets and liabilities of the participating interests valued under the equity method If the equity method has been used in the annual accounts, disclosure must be made, if applicable, of the fact that a revaluation of the assets and liabilities of the participating interests accounted for under the equity method has not been carried out. Offset of translation differences If the equity method has been applied to the annual accounts, the translation differences offset in the “Prepayments and accrued income” account have to be disclosed in the balance sheet or in the notes to the accounts. Positive and negative translation differences have to be disclosed separately in the balance sheet or in the notes to the accounts. Eliminationofprofitsandlosses When applying the equity method to non-consolidated accounts, eliminations foreseen in article 95(1)d (intercompany transactions) are made when the information is available. Departures from the principle of the elimination transactions referred to in article 95(2) and (3) must be disclosed, when these departures have a significant influence on the assets and liabilities, the financial position and the profit or loss of the Bank. DISCLOSURES TO BE MADE IN LINE wITH PILLAR 3 OF BASEL II CSSF 06/273, As per Part XIX of Circular 06/273 as amended (implementing the Basel II rules in the Luxembourg regulation), Part XIX banks are required to publish information relating to their risk management framework, capital situation and capital requirements. Scope of application Luxembourg banks that are part of a group whose ultimate parent entity is established in the European Union subject to these disclosure requirements, are not required to publish this information, as they are included in the disclosure made on the basis of their group’s consolidated financial position. However, if the Luxembourg subsidiary is a significant subsidiary, it must nevertheless publish information on its capital and capital requirements on an individual or sub-consolidated basis. 100 As per article 76(1), credit institutions may apply the equity method to their participating interests in the non-consolidated annual accounts, as described in article 18. These participating interests shall be shown in the balance sheet as “Participating interests” or “Shares in affiliated undertakings”; the sub-item shall be called “Undertakings accounted for by the equity method”. Handbook for the preparation of annual accounts of banks under Luxembourg accounting framework 63 Other required disclosures (cont.) Means of publication Banks that fall in the scope described here above are required to disclose this information and may choose their medium and means of publication. Banks may determine the appropriate medium, location, and means of verification to effectively comply with the disclosure requirements. To the degree feasible, all disclosures shall at least be provided in one medium or location. However, credit institutions are not required to disclose this information in their published annual accounts. In practice, credit institutions that fall within the scope of the Pillar 3 disclosure requirements generally provide this information on their website or as part of or as an appendix to their annual accounts. Frequency of publication Banks must publish the disclosures required under the provisions of Pillar 3 on an annual basis at a minimum. Disclosures have to be published as soon as practicable. Banks must also determine whether more frequent publication is necessary. Content of the disclosure The below summary is a high-level description of the type of information that is to be disclosed. Please note that each of these elements covers both quantitative and qualitative dimensions. Own funds Structure and characteristics of all Tier 1, Tier 2 and, if applicable, Tier 3 own funds. Capital Adequacy A summary discussion of the bank’s approach to assessing the adequacy of its capital to support current and future activities. Capital Requirements The following risks are within the scope of Pillar 3 and must be subject to disclosure: • credit risk (incl. counterparty credit risk and credit risk mitigation techniques); • market risk (incl. settlement risk in the banking book); • operational risk; • interest rate risk in the banking book. For each separate risk area, banks must describe their risk management objectives and policies, including: • strategies and processes; • the structure and organisation of the relevant risk management function; • the scope and nature of risk reporting and/or measurement systems; • policies for hedging and/or mitigating risk and strategies and processes for monitoring the continuing effectiveness of hedges/mitigants; • The associated capital requirements with a certain level of granularity (e.g. geographic and industry breakdowns among others). Remuneration Policy Luxembourg credit institutions must provide a summary of their policies and practices in terms of remuneration of certain categories of staff whose professional activities have an impact on the risk profile of the institution. 64 PwC Luxembourg Contacts Rima Adas Banking Leader rima.adas@lu.pwc.com +352 49 48 48-2513 Philippe Sergiel Audit Banking Leader philippe.sergiel@lu.pwc.com +352 49 48 48-2596 Fabrice Goffin Bank Accounting Technical Leader fabrice.goffin@lu.pwc.com +352 49 48 48-2529 Murielle Filipucci Banking Tax Leader murielle.filipucci@lu.pwc.com +352 49 48 48-5725 Emmanuelle Henniaux Banking Regulatory Leader emmanuelle.henniaux@lu.pwc.com +352 49 48 48-2549 For any further information, please contact PwC at +352 49 48 48-1 or send an e-mail to pwc.publications@lu.pwc.com www.pwc.lu PwC Luxembourg (www.pwc.lu) is the largest professional services firm in Luxembourg with 2,200 people employed from 57 different countries. It provides audit, tax and advisory services including management consulting, transaction, financing and regulatory advice to a wide variety of clients from local and middle market entrepreneurs to large multinational companies operating from Luxembourg and the Greater Region. It helps its clients create value they are looking for by giving comfort to the capital markets and providing advice through an industry focused approach. The global PwC network is the largest provider of professional services in audit, tax and advisory. We’re a network of independent firms in 158 countries and employ more than 180,000 people. Tell us what matters to you and find out more by visiting us at www.pwc.com and www.pwc.lu. © 2012 PricewaterhouseCoopers, Société coopérative. All rights reserved. In this document, “PwC” refers to PricewaterhouseCoopers, Société coopérative, Luxembourg, which is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity.