Annual report 2015
Transcription
Annual report 2015
Annual report 2015 growth in 2015 skandiabanken.no 2 Annual report 2015 Page Content 4-5 Important events and key figures 6-7 CEO letter 8 History 9 Targets 11-13 Skandiabanken’s business 14-15 Macroeconomic developement 16-17 The Skandiabanken Share 18-23 Corporate governance 24-25 Group Management 26-27 Board of Directors 28-31 Corporate Social Responsibility 32-39 Board of Directors’ report 40-100 Annual Accounts - Group 101-158 Annual Accounts - Parent company 159-160 Auditor’s report 160 Responsibility statement 161 Report of the Control committee 162 Definitions and glossary 3 - ANNUAL REPORT 2015 - 3 Important events Q1 • • Skandia announces that it will evaluate the potential for listing Skandiabanken Norge on the Oslo Stock Exchange as a separate and independent Norwegian bank. Skandiabanken releases its third version of the online bank since the launch in 2000. The new online bank is a multi-platform online banking solution developed with “mobile first” as the starting point. First quarter Profit performance In NOK million Q2 Second quarter Q3 •Skandiabanken reduces interest rates for mortgages for the third time in half a year. • Dinepenger.no publishes a study, by Deloitte and Halogen, where the online bank was rated as the 1 200,0 000,0 best1 mobile banking solution in the Norwegian market. 800,0 • Launch 600,0of the unsecured Consumer loan product (nw.: Brukslån) 400,0 • Norwegian Customer Satisfaction Barometer (Nw.:Norsk Kundebarometer) shows that 200,0 Skandiabanken has the highest customer satisfaction in the Norwegian bank market this year as well. 0,0 2012 2013 2014 2015 • Skandiabanken receives the licence to operate as a consumer bank in Norway and Skandiabanken Net interest income bonds. Profit before tax Net profit Boligkreditt receives the license to issue covered • QR (Quick Response)-code as a log-in option is launched. • Preparations for the reorganisation and ./0. listing process. ./01 ./02 • Skandiabanken reduces interest rates for mortgages once again. Third quarter Q4 Forth quarter ./03 Profit performance In NOK million Cost/Income (C/I) ratio In percentages 200,0 • Skandiabanken is reorganised into an independent Norwegian 1bank on 5 October. 1 000,0 • Moody’s awards Skandiabanken with a long term rating of A3 with stable outlook on 6 October. 800,0 70 % 600,0 Covered bonds issued by Skandiabanken Boligkreditt AS were simultaneously awarded a long term 60 % 400,0 rating of Aaa from Moody’s. 200,0 50 % 0,0 • Skandiabanken ASA is listed on the Oslo Stock Exchange on 2 November. 40 % 2012 2013 • Introduction of a pilot for the online distribution of car insurance products in cooperation with If 30 % Net interest income 2012 2013 2014 2015 Skadeforsikring. C/I ratio ./0. ./0. ./03 ./01 Cost/Income (C/I) ratio In percentages Loan loss ratio In percentages Profit performance In NOK million 0,10 % 70 % 0,08 % 60 % % 1 0,06 000,0 50 % 1 200,0 0,04 % 800,0 40 % 0,02 % 600,0 200,0 30 % 2012 0,0 2013 2012 2014 2015 Loan loss ratio 2013 2012 2014 Net interest income Profit before tax 2013 C/I ratio 2014 2015 C/I ratio (adj.) * 2015 Net profit ./0. ./0. Lending volume In NOK million ./01 ./02 Loan loss ratio In percentages 60 0,10 % 50 0,08 % 40 Cost/Income (C/I) ratio In 30 percentages 0,04 % 0,02 % 10 2012 60 % 2013 2014 0,00 % 2015 2012 Total loan volume 40 % 30 % 2012 2013 C/I ratio 2013 Loan loss ratio 50 % 4 ./03 0,06 % 20 70 0% Profit before tax C/I ratio (adj.) * Key figures 0,00 % 400,0 2014 2014 ./0. C/I ratio (adj.) * 2015 ./01 ./03 2014 2015 ./02 Net profit 30 0,0 2012 2013 20 2014 Net interest income Profit before tax 2015 10 0Net profit 2012 Key figures (continued) ./0. ./01 ./02 2015 ./03 ./0. ./01 ./03 Net interest margin In percentages 70 % 2,00 % 60 % 1,50 % 50 % 1,00 % 40 % 0,50 % 0,00 % 2012 2014 Total loan volume Cost/Income (C/I) ratio In percentages 30 % 2013 2013 C/I ratio 2014 2015 1,26 % 1,30 % 2012 2013 1,46 % 1,53 % 2014 2015 Net interest margin C/I ratio (adj.) * * C/I ratio (adj.) is calculated after adjustments for one-off effects related to the reorganisation and listing process in 2015. ./0. ./03 In NOK thousand Reference Summary of income statement Loan loss ratio NetIninterest income percentages Total income % Total0,10 operating expenses 0,08 % Operating profit before loan losses 0,06 % 90 83,6 82,4 81,6 2013 2014 2015 70 60 50 2013 82,1 80 0,04 % % Loan0,02 losses 0,00 % 2012 Profit before tax 2015 2014 961 826 1 107 328 -568 503 538 825 845 187 1 016 987 -461 749 555 238 -29 010 509 815 -39 763 515 475 -134 596 375 219 -143 576 371 899 11.0 % 1.53 % 51.3 % 17.2 % 1.46 % 45.4 % 56 876 45 457 83.1 % 11.4 % 63 034 65 581 51 050 42 428 85.4 % 17.3 % 57 982 61 717 0.05 % 0.08 % 14.5 % 16.0 % 17.8 % 5.5 % n.a. n.a. n.a. n.a. 270 244 3.66 n.a. Customer satisdaction Norwegian Customer Barometer (nw: NKB) 2014 2012 Customer satisfaction (NKB) 2015 Loan loss ratio Tax expense Net profit Profitability Return on equity Net interest margin Lending volume Cost-to-income In NOK million ratio 1 2 3 60 Balance sheet figures (NOK million) 50 Total40loan volume 30 Customer deposits 20 10 Deposit-to-loan ratio 0 2012 2014 Lending growth (gross)2013 past 12 months Total loan volume Average total assets Total assets, end of period Losses and defaults Total loan loss (%) 4 2015 5 ./0. Net interest margin Solvency In percentages Common Equity Tier 1 ratio Tier 12,00 capital ratio % Total1,50 capital ratio % 1,00 % ratio Leverage 1,30 % 1,26 % ./01 1,46 % 1,53 % 2014 2015 ./03 6 0,50 % 0,00 % Employment 2012 FTEs 2013 Net interest margin Share EPS References 1) Profit after tax (annualised) as a percentage of average equity in the period. 2) Net interest income (annualised) as a percentage of average total capital. Customer satisdaction 3) Operating expenses before loss as a percentage of total income. Norwegian Customer Barometer (nw: NKB) 4) Average deposits from customers as a percentage of average loan volume 5) Average total assets in the period 90losses 82,1 83,6 of average 82,4 6) Loan as a percentage loan volume81,6 in the period 80 70 60 50 - ANNUAL REPORT 2015 - 5 Skandiabanken is well positioned for further growth Monday 2 November 2015 was a landmark day for Skandiabanken, after 16 years as a branch of a foreign bank, Skandiabanken was listed on the Oslo Stock Exchange. This made Skandiabanken a Norwegian company, licensed to act as a commercial bank by the Financial Supervisory Authority of Norway. However, in 2015 the focus for our employees remained the Bank’s day-to-day operations, further technological development and securing customer satisfaction. The spin-off from our Swedish parent company, the establishment of the Norwegian companies and the IPO on the Oslo Stock Exchange demanded much of the organisation’s time, attention and resources. We are therefore delighted to say that at the same time, we continued to grow and we were able to maintain customer satisfaction levels. After all, satisfied customers are the very cornerstone of our business. In 2015 we once again topped the Norwegian Customer Barometer’s survey of customer satisfaction in the banking sector. The same was true of the EPSI’s annual survey. On top of that, RepTrak declared us the bank with the best reputation in Norway 2015. We gained 4 700 new shareholders due to the IPO, many of which are institutional investors in Norway and abroad. However, many retail investors also took the opportunity to purchase shares. In total, 90 percent of private individuals who purchased shares were also customers of the Bank. The IPO has provided us with a form of ownership that will enable us to continue to grow. Skandiabanken has been steadily expanding ever since it was founded in April 2000. This growth has been particularly strong over the last three years due to a concerted focus on residential mortgages. We have set ourselves ambitious targets. We are constantly expanding and adapting our product range. We now offer loans for most purposes and various kinds of saving products, including mutual funds. Skandiabanken has thus become a full-service bank for most people. We shall continue to develop and enhance our product range moving forward. Our products must satisfy customers’ expectations and needs, and be adapted to ongoing changes in the peripherial to the banking industry. In total, these measures will make us attractive to even more customers. In 2015, we launched a new online banking platform which functions equally well on mobile phones as on desktops. The modern, technical platform allows customers to use all the Bank’s services via mobile phones and makes us accessible to even more customers when they need to contact the bank. 6 This modern online bank and its supporting systems can also accommodate customer growth and higher volumes without any significant increase in associated costs. The cost effective concept represent an undoubted benefit in an even more competitive market. It is a well-known fact that the Norwegian authorities impose stringent capital requirements on Norwegian banks. This obliges us to maintain a strong capital adequacy, and on 31 March 2016 we increased our CET1 ratio target to 13.5 percent, well above the regulatory minimum. The IPO provided the company with new capital and at the end of 2015 our CET1 ratio was 14.5 percent, which will enable us to generate further growth. The financial climate in Norway is changing. Skandiabanken is only focusing on private customers. Combined with our robust and automated credit model this gives us a favorable position compared to our competitors. We have no direct exposure to the oil and offshore sector and the industries influenced by the downturn. This does not imply that we will remain unaffected. We monitor market development and potential impact on our customers. If necessary, we can adapt our credit models on short notice. In tougher times, Skandiabanken’s efficient business model and cost-effective products will appeal to even more people. A significant proportion of growth in recent years is attributable to our customers using the Bank in a broader range. We expect this trend to continue, as we develop our modern platform to gain even more customers. Everything we do is done with our customers in mind. Each month we receive around 500 improvement proposals of from our committed customers. All proposals are registered, assessed and prioritised. This unique commitment will allow us to create an even better bank and provide an even better service. Together with our customers we will become even better, and even bigger. Skandiabanken aims to remain the Norwegian bank with the most satisfied customers and to continue to being a key player in the everaccelerating digitalization wave. This will enable us to give a good return to our shareholders in the future. Magnar Øyhovden CEO Customer Monika Kjørsvik was in charge of the traditional bell-ringing on the first day of admission to the Oslo Stock Exchange on 2 November 2015. She was joined by the Board of Directors, management and staff. Customer Monika Kjørsvik and CEO Magnar Øyhovden outside Oslo Stock Exchange after the listing ceremony. - ANNUAL REPORT 2015 - 7 History In April 2000, the Bank was launched as the first pure digital bank in Norway, operating as a Norwegian branch of Skandiabanken AB, a part of the Swedish Skandia. Through its differentiated approach, the Bank was recognised both for its products and services and for its ability to satisfy its customers within its two first years of operations. The Bank continued to be well regarded by its customers and received a number of awards for information security, reputation and customer service. In 2012, Livförsäkringsbolaget Skandia, ömsesidigt (“Skandia Liv”) acquired Skandia AB from Old Mutual, resulting in the establishment of the Skandia Group. This also included Skandia AB’s subsidiaries and Skandiabanken AB’s branch in Norway (Skandiabanken AB NUF). In 2006, Skandia AB, including Skandiabanken AB and the branch, was acquired by Old Mutual. Under the ownership of Old Mutual, the Bank continued to develop its digital banking concept and added a number of products and services to its offering. In addition, a rigorous liquidity management system was established and a process towards establishing an external funding program was initiated. Following the transaction, the establishment of an external funding program was finalised, as Skandiabanken AB issued NOK denominated senior unsecured bonds, certificates and covered bonds which were used to fund the Norwegian Business. In 2014, the Bank made a ”first step launch” of its new digital banking platform, Skandiabanken 3.0, which was fully introduced in March 2015. The branch was transformed to a standalone company and listed at Oslo Stock Exchange 2 November 2015. Industry winner “Best customer service of the year” by TNS and Dolphin First time winner of “Most satisfied customers” award by EPSI Skandiabanken.no launched in Norway as Norway’s first pure internet based bank 2000 2001 Launched credit cards First bank to win the Norwegian Customer Satisfaction Barometer’s (Nw.: Norsk Kundebarometer’s) 2002 Gold medal in the categories “internet accounts” and “savings accounts” in Dine Penger’s Norwegian Championship for banks 2003 Skandia Liv completed its acquisition of Skandia AB from Old Mutual Old Mutual completed its acquisition of Skandia AB Launched securities trading Launched chat function as support tool for its customers 2004 2005 2006 Expanded with Norwegian managed funds on the fund platform as the first nominee bank distributor in the Norwegian market Launched mobile bank 2007 aunched bank savings accounts Divested Skandiabanken Bilfinans 2008 First time winner of “reputation scope” across industries by RepTrak 2009 First time winner of the Fidus award for good information security 2010 First bank in Norway to launch mobile BankID 2011 Market funding established through issuance of senior unsecured bonds and certificates 2012 First bank in Norway to launch ethical labelling of funds 2013 First step launch of new digital bank (Skandiabanken.no) as universal platform with responsive design 2014 Market funding expanded through establishment of covered bonds program for the Norwegian mortgage loans 2015 Fully introduced Skandiabanken 3.0, first bank with identical content independent of device Rated Norway’s best mobile bank app by penger.no Launched consumer loans Skandiabanken becomes a separately company and get listet at Oslo Stock Exchange 8 Targets Skandiabanken aims to ensure an attractive and competitive return on equity while supporting the growth, thus creating value for the owners through increased share price and dividend payments. Skandiabanken Board of Directors has adopted the following medium-term targets: Financial targets 14% Return 30% Dividends Return on equity Pay-out ratio 13.5% CET1 ratio Operational targe Growth Reach a return on equity of 14 percent Pay-out ratio of up to 30 percent of the bank’s net profit Growth 37% Cost-toincome Capital Grow the bank’s loan bo Operational efficienc Improve the bank’s Cost Asset quality Maintain a CET 1 ratio of 13.5 percent (increased from 13 percent on 31 March 2016) Loan loss ratio Maintain Loan Loss Ratio Operational targets Growth Growth 37% Cost-toincome Grow the bank’s loan book to over NOK 75 billion Operational efficiency Improve the bank’s Cost-to-Income Ratio to 37 percent Asset quality Loan loss ratio Maintain Loan Loss Ratio per product at historic levels The targets are based on capital requirements applicable to the bank and any future regulatory changes or changes in the economic environment may result in changes to the bank’s strategy and consequently the financial targets above. - ANNUAL REPORT 2015 - 9 The annual survey, Norwegian Customer Satisfaction Barometer (Nw.:Norsk Kundebarometer), published by the Norwegian School of Management (BI), shows that Skandiabanken has had the highest customer satisfaction in the Norwegian bank and finance sector since 2002. 10 Skandiabanken’s business Skandiabanken ASA is a branchless digital bank that offers banking products to Norwegian customers through a user-friendly platform. The Bank’s value proposition is to offer a differentiated and transparent banking experience primarily through a dedicated customer orientation. Since launch in April 2000, development of the Bank’s concept has centred on offering a simple and transparent pricing structure which ensures that the customer gets a fair deal. We also prioritise continuously updating and optimising our product offering based on customer feedback in order to maintain an intuitive and standardised offering that is relevant to customers. Providing banking products and services across a lean and efficient digital platform with leading accessibility and usability for desktop computers, tablets and smartphones represents a further focus area. In its 16-year history of operations the Bank has established itself as a significant player in the Norwegian banking market. In its first five years, the Bank rapidly gained market share and established an attractive and loyal customer base by offering a simple and accessible online bank, competitive interest rates and no fees or commissions to Norwegian retail banking customers. In 2012, Skandiabanken AB set a target of doubling the lending portfolio by the end of 2018. We had virtually achieved this target as early as the second quarter of 2015. The lending portfolio expanded from NOK 26.7 billion as of 31 December 2012 to NOK 56.9 billion just three years later. This equates to 2.1 percent of the loan market for Norwegian households (excluding government lending institutions such as the Norwegian Public Service Pension Fund). At the end of 2015 the Bank had 380,731 customers with active accounts. The respective estimated market shares for transactions and deposits were 5 percent and 4.1 percent. In addition to mortgages, the Bank offers payment and card services, savings, investment products and short-term loans. Customer services are provided by telephone and e-mail, and through the online bank’s Chat function. In addition, customers can interact with the Bank through social media channels. The Customer Service Centre is open every day, all year round between 6 a.m. and midnight. Best bank for customer satisfaction and reputation Each year Skandiabanken comes out top in surveys on reputation, loyalty and customer satisfaction in the banking sector. The Bank has won EPSI’s “Most satisfied customers” award in Norway every year since 2005. In the RepTrak 2015 reputation survey of the fifty most prominent companies in Norway, the Bank came in fourteenth in the “Good reputation” category. This confirms the brand’s positioning on a par with global brands such as Apple, Toyota, IKEA and Nestlé. The Bank has been the leading brand in the banking sector since 2007. In the annual Norwegian Customer Satisfaction Barometer survey published by the Norwegian School of Management (BI), the Bank has been rated the Bank with the most satisfied customers in the Norwegian banking and finance sector since 2002. The 2015 survey also revealed that the Bank’s customers are considerably more loyal than customers of other banks operating in the Norwegian market. Skandiabanken has topped the poll, which covers all sectors, on two occasions. Accessible online bank The Bank constantly focuses on developing an intuitive and uniform digital platform positioned for steadily increasing use of mobile and desktop devices. The user interface utilises the same base coding across all platforms and its layout is responsive to the screen size of multiple devices, ranging from smartphones to computers. In addition, the platform is data-light and has a convenient login solution for mobile devices providing easy access to all products and services wherever the customer has internet access. - ANNUAL REPORT 2015 - 11 Skandiabanken’s business (continued) Self-service-oriented customer support The Bank has an efficient and self-service-oriented customer support system which increases customer involvement at the same time as limiting costs to the Bank. Self-service is facilitated through indirect customer “training” using online self-service tools such as calculators, how-to-guides, FAQs, blogs and social media. The Bank also offers direct support through the Chat function, e-mail, and phone. The benefits of the above approach were proven during the period 1 January 2012–30 June 2015, when the Bank nearly doubled its loan book and the number of logins increased by around 50 percent. During the same period the number of direct customer enquiries rose by just 9 percent. In addition, an increasing number of enquiries are being channelled through the Chat function. At the reporting date 36 percent of all enquiries were made through Chat, compared with 24 percent in June 2012. Chat is an attractive channel for a growing number of customers, in part because it allows them to multi-task. Customer service staff can also deal with several enquiries at the same time. Automated lending Customers register all loan applications, including mortgages, car loans, consumer loans and other short-term credit products, in the online bank themselves. Applications are processed automatically, and the customer receives an immediate response. Applications are either approved, rejected or forwarded for further manual analysis or documentation. Additionally, wherever possible, the highest possible amount is approved for the customer. Automatically approved personal loans and short-term credit products are immediately made available to the customer, while automatically approved home loans and car loans require further processing before funds reach customers’ accounts. In 2015 approximately 88 percent of approved home loans and approximately 84 percent of approved car loans were automatically approved. Around 50 percent of home loans were paperless, with customers using digital signatures based on their Bank ID. Customer feedback Historical loan losses below 0.10 percent in the period 1 January 2012–31 December 2015 are testament to the quality of the Bank’s total loan book. Continued growth In the medium term, the Bank’s objective is to establish an aggregate loan book of more than NOK 75 billion. The main way we expect to achieve this is by existing customers buying more products. We expect the lending mix to remain largely unchanged, with home loans the largest individual element. Skandiabanken will continue to focus on the private market. Most people feel the strongest affiliation with the Bank with whom they have their home loan. Consequently, we are focusing on generating growth in the home loan market, among new and existing customers alike. Infrastructure and IT systems We have an in-house platform and solutions for most front-end applications. The same applies to the online bank used by the customers. Core systems are mostly commercial services or software bought from leading Norwegian and Nordic vendors such as EVRY (bank deposits, payments and debit cards), Tieto (funds and stocks), and Banqsoft (loans). These core systems are linked to the frontend solutions through standard web services. The front-end applications are based on a classic N-tier architecture with a service-oriented integration layer. Dialogue with the customer plays a key role in development of the Bank’s products and services. The online dialogue function is one of the main reasons behind the Bank’s high levels of customer loyalty and customer satisfaction. The front end applications are based on Microsoft technology and architecture including Internet Information Server (IIS), SQL server and frameworks such as MVC, Web Forms and WCF. The frontend layer also consists of some off-the-shelf software, such as a Content management system (EPI server). Each month we receive around 500 improvement proposals from our customers. This ensures that customers’ wishes and needs are taken into account when products and services are being developed. All improvements, whether driven by customer feedback or internal processes, are ranked based on criteria such as financial effect, compatibility with the Bank’s strategy, value for the customer and the focus on lean automation. We have 20 IT developers, and the online bank is developed and administered internally. The front-end applications that are compatible across all common platforms are developed internally. Front-end development and integration with core systems is a key internal competence. In addition, the internal development team maintains and develops some of the internal applications and batch jobs. High-quality lending The Bank attributes the high quality of its loan book to the Bank’s conservative risk approach and tried-and-tested risk frameworks. 12 The bulk of the Bank’s lending is aimed at the 35–49-year age group. In addition, the home loans portfolio, which accounts for the bulk of the Bank’s lending, primarily residential markets in and around Norway’s largest cites. This portfolio also had an exposureweighted loan-to-value of 55 percent as of 31 December 2015, which gives av buffer if the market should drop. The Bank will insource IT services from Skandia for a transitional period of 18 months from October 2015. Initiatives to identify and then start using the services of dedicated suppliers are due to be completed by the first quarter of 2017. Employees at our Customer Service Centre are serving customers from 6 in the morning until midnight. In 2015, the center received 600.000 inquiries by phone, e-mail and chat. Thomas Refsland is head of the Customer Service Centre. Two of our authorized financial advisors talking to customers about investment opportunities. - ANNUAL REPORT 2015 - 13 Macroeconomic development in Norway in 2015 The Norwegian economy has experienced GDP growth below the trend level, since the summer of 2014. GDP growth is still positive and the unemployment level is low. The Norwegian government has stimulated production and consumption by reducing corporate and private tax rates in 2015 and 2016, and by increasing public spending. The Norwegian economy grew with 1.8 percent in 2015, down from 2.2 percent in 2014. Low international GDP growth and reduced activity-level in the Petroleum-sector from the summer of 2014 has contributed to a GDP growth below the trend level of 2.25 percent. Statistics Norway (SSB) expects GDP growth of 1.7 percent in 2016 and 2.1 percent in 2017. The net effect on unemployment has been moderate on a national level, with the unemployment rate increasing from 3.5 percent in 2014 to 4.4 percent in 2015. The unemployment rate has primarily increased in Southern and Western part of the country, where the effects of reduced activity level in the petroleum-sector is most notable. The reduced activity-level in the petroleum-sector follows decreasing investments in exploration and pipelines. Following a strong increase in oil-prices the investment level increased from NOK 127 billion in 2010 to NOK 214 billion in 2014. After oil-prices started falling during the summer of 2014, the investment level was reduced to NOK 190 billion in 2015. Statistics Norway expects an investment level of NOK 164 billion in 2016. Statistics Norway expects the unemployment rate to increase to 4.6 percent in 2016 before falling to 4.4 percent in 2017. The negative effect from reduced activity-level in the petroleumsector has by some degree been offset by a depreciation of the Norwegian Krone, reduced tax-level, increased public spending and gradually lower interest rates. Norwegian short-term money market interest rates are still higher than comparable interest rates in other Nordic countries, the Euro area and the US, but was reduced during the year, with a NIBOR (3 months) moving from 1.48 percent at the beginning of 2015 to 1.13 percent end of year. Norway’s Central Bank key policy rate was reduced from 1.25 to 0.75 percent during 2015. The central bank has signalled further reductions in the key policy rate during 2016. 14 The Ministry of Finance and the Norwegian Financial Supervisory Authority have implemented measures to reduce the Banks willingness to increase the supply of house-loans. New rules regulating maximum Loan-to-Value and the use of interest-only periods where implemented during the summer of 2015. Together with a moderate increase in the unemployment rate, this has contributed to a gradual slow-down in the house-price growth during 2015. House-prices grew by 5.8 percent in 2015. The growth rate fell somewhat during the last months of 2015. Statistics Norway expects house-prices to increase by 1.5 percent in 2016. Macroeconomic development in Norway in 2015 (continued) Money Market Interest rates 4% 3% 2% -1 % EURIBOR 3M STIBOR 3M Dec-15 Jun-15 Dec-14 Jun-14 Dec-13 Jun-13 Dec-12 Jun-12 Dec-11 Jun-11 Dec-10 Jun-10 0% Dec-09 1% NIBOR 3M Unemployment (rate) 10 % 8% 6% 4% 2% 0% 2009 2010 2011 2012 Unemployment 2013 2014 2015 Residentail prices Oil price $150 $125 $100 $75 $50 - ANNUAL REPORT 2015 - Dec-15 Jun-15 Dec-14 Jun-14 Dec-13 Jun-13 Dec-12 Jun-12 Dec-11 Jun-11 Dec-10 Jun-10 $0 Dec-09 $25 15 The Skandiabanken share Share price development Following the separation from Skandiabanken AB in October 2015, Skandiabanken ASA was listed in an IPO on Oslo Stock Exchange 2 November 2015. The bank’s ticker code is SKBN. Skandiabanken is included in the OSEAX All-share index, the OSE4010 Banks and OSE40 Financials sector index. The liquidity segment is Match. Skandiabanken has one share class. All shares have equal voting rights. Dividend policy Rating Skandiabanken aims to ensure an attractive and competitive return on equity while supporting the planned growth, thus creating value for the owners through increased share price and dividend payments. Skandiabanken’s medium-term dividend target is to distribute up to 30 percent of net annual profits as yearly dividends, starting in 2017 and based on the 2016 financial statements. The target is based on capital requirements applicable to the bank and any future regulatory changes or changes in the economic environment may result in changes to the bank’s strategy and consequently the dividend policy. Skandiabanken was awarded a long-term rating of A3 with stable outlook from Moody’s on 6 October 2015. Covered bonds issued by the bank’s wholly owned mortgage company, Skandiabanken Boligkreditt AS, were simultaneously awarded a long-term rating of Aaa from Moody’s. Shareholder structure At the end of 2015 the share capital amounted to NOK 1 065 250 000, divided into 106 525 000 shares, with a nominal value of NOK 10 per share. As of 31st December 2015, Skandiabanken had over 4.700 registered shareholders. Of these, 69 institutional investors across 13 countries represented a total holding of 86 million shares, or 81 percent of the issued share capital. 9% 49 % 9% 16 % 16 Skandiabanken complies with the Oslo Stock Exchange “Code of Practice for IR” information issued in June 2014. All information relevant to the pricing of financial instruments issued by Skandiabanken will be published simultaneously to all market participants. All financial information will, after publication, be made available on Skandiabanken’s website. The quarterly result presentations will be held in English and will be available as a web cast. In addition, Investor Relations will hold meetings, with representatives from group management, with existing and potential investors and analysts in and outside Norway. Investor Relations also maintains contact with investors and analysts in both equity and debt capital markets. All presentation material used for meetings and conferences with investors or analysts will be published by use of a stock exchange report before they are introduced and made available on the investor relations website. Skandiabanken will ensure that investors and analyst are given equal oral information, based on previously published material, during meetings and other direct contact. 8% 9% Investor relations Sweden 49 % United States 16 % United Kingdom 9% Norway 9% Germany 8% Rest of Europe 9% A further description of equal treatment of shareholders can be found in the chapter “Corporate governance”, section 4 on page 19. Skandiabanken’s Investor Relations policy is available on the IR-pages at www.skandiabanken.no At the end of 2015, three brokerage houses officially had analyst coverage of Skandiabanken. Updated contact information for these is available at all times on www.skandiabanken.no/ir. The Skandiabanken share (continued) Largest ownership as at 31 December 2015* Livförsäkringsbolaget Skandia, ömsesidigt Ferd AS Neuberger Berman, LLC Deutsche Asset & Wealth Management Investment GmbH Lannebo Fonder AB Paradigm Capital Management, Inc. Grandeur Peak Global Advisors, LLC GLG Partners LP Unionen York Capital Management TT International Pioneer Investment Management Ltd. Lucerne Capital Management, LP Aktia Asset Management Oy Ab Nykredit Bank AS Farringdon Capital Management SA Handelsbanken Asset Management Old Mutual Global Investors (UK) Limited Tredje AP Fonden BlackRock Advisors (UK) Limited Total 20 largest Numbers of shares Ownership 31 950 000 4 350 000 4 295 521 4 154 424 3 962 711 2 835 000 2 830 200 2 616 141 2 500 000 2 500 000 2 016 688 1 948 638 1 245 076 1 125 000 1 069 143 1 050 000 975 000 856 000 799 354 799 065 73 877 961 29.99 % 4.08 % 4.03 % 3.90 % 3.72 % 2.66 % 2.66 % 2.46 % 2.35 % 2.35 % 1.89 % 1.83 % 1.17 % 1.06 % 1.00 % 0.99 % 0.92 % 0.80 % 0.75 % 0.75 % 69.35 % * The beneficial owners of shares in nominee accounts are determined on the basis of analyses and discretionary assessments. Unidentified beneficial owners in brokerage accounts may be among the company`s largest shareholders. - ANNUAL REPORT 2015 - 17 Corporate governance Each year Skandiabanken’s Board of Directors and Group Management review the Bank’s principles for corporate governance and their effectiveness within the Group. The formal requirements for this report are established in Section 3-3b of the Norwegian Accounting Act and the Oslo Stock Exchange’s requirement to comply with, or explain deviations from, the Norwegian Code of Practice for Corporate Governance dated 30 October 2014. The Bank’s corporate governance procedures can be viewed on the Bank’s website. Skandiabanken’s business is stated in the company’s Articles of Association. The funds available to the Bank shall at all times be properly managed in accordance with applicable laws and regulations. Skandiabanken can perform all normal banking transactions and services in accordance with applicable legislation. Skandiabanken’s current licence also covers investment services for customers. The Articles of Association can be viewed in their entirety on the company’s website. The company’s targets and main strategies are stated in the annual report. SECTION 1 DECLARATION ON CORPORATE GOVERNANCE Deviations from the recommendation: None. Skandiabanken complies with all the recommendations of the Norwegian Code of Practice for Corporate Governance. The Bank’s object is to conduct banking business within the applicable legislative frameworks. The Bank shall be able to perform all transactions and services that are customary or natural for banks to perform. SECTION 3 EQUITY AND DIVIDENDS Skandiabanken’s business concept is to be a listening and customer-oriented bank that simplifies and enriches people’s daily lives. By being the market leader in self-service-oriented solutions and offering outstanding accessibility, the Bank will enable customers to make sound financial choices. The Bank’s vision is for everyone to perceive the Bank as the easiest bank to be a customer of. The above philosophy is based on values such as transparency, simplicity and challenging the status quo. Skandiabanken’s rules for ethics and corporate social responsibility are founded on the Bank’s vision and values. The Bank shall maintain high ethical standards and practise efficient corporate governance. Skandiabanken’s policy for ethics, business conduct and corporate social responsibility can be viewed on the company’s website. The bank’s corporate social responsibility policy is described in more detail in a separate article in the annual report. Deviations from the recommendation: None. 18 SECTION 2 BUSINESS The Board of Directors constantly evaluates the equity situation with reference to the company’s targets, strategy and desired risk profile. At the reporting date Skandiabanken had total equity of NOK 4.3 billion. In accordance with the applicable calculation rules for capital adequacy for financial institutions, as of 31 December 2015 the Group had aggregate capital adequacy of 17.8 percent and a CET1 ratio of 14.5 percent. Dividends When considering the annual dividend, particular account is taken of the Group’s capital needs, including capital adequacy requirements, and the Group’s targets and strategic plans. Over the next few years, dividend levels will reflect the fact that the company is in a growth phase. Skandiabanken targets a payout ratio of up to 30 percent of net profits. Repurchase of shares On 2 October 2015 the General Meeting resolved to authorise the Board of Directors to purchase own shares up to a total nominal value of NOK 100,000,000, which equaled 10 percent of equity at the time of resolution. In accordance with the authorisation, the maximum amount that can be paid per share is NOK 100 and the minimum amount is NOK 10. The authority was registered in the Register of Business Enterprises on 5 October 2015 and ceases on the earlier of the date of the next Annual General Meeting and 30 June 2016. At the time of publication of the annual report the authority to acquire shares had not been exercised. The Board of Directors’ authority to increase share capital and assume loans At the General Meeting held on 2 October 2015 the Board of Directors was also authorised to increase the company’s share capital by up to NOK 150,000,000 in connection with the company’s initial public offering, with the authority running until the first listing date. In accordance with the authority, in October 2015 the share capital was increased by NOK 65,250,000. In addition to the above authorisations, the General Meeting of 2 October 2015 authorised the Board of Directors to increase the share capital by NOK 100,000,000 in connection with acquisitions or injection of equity, and the authority to issue subordinated debt with Nordic Trustee ASA as trustee for the bondholders in a total nominal value of up to NOK 250,000,000, and the authority to issue hybrid capital with the same trustee and in an aggregate value of up to NOK 200,000,000. The mandates apply until the earlier of the date of the 2016 Annual General Meeting and 30 June 2016. Deviations from the recommendation: None. SECTION 4 EQUAL TREATMENT OF SHAREHOLDERS AND RELATED-PARTY TRANSACTIONS Skandiabanken has one share category. All shares confer equal voting rights. In share capital increases, the existing shareholders shall be granted pre-emptive rights, unless particular circumstances indicate that this rule can be varied. Any variation shall be justified. In cases where the Board of Directors asks the General Meeting for authority to repurchase own shares, these shall be purchased at market rates. Largest shareholder The life-assurance company Skandia was the Bank’s largest shareholder at the reporting date, with a shareholding of 29.9 percent. Skandia was the sole shareholder until the IPO on 2 November 2015. Related-party transactions The rules of procedure for the Board of Directors comply with the provisions of the Norwegian Public Limited Liability Companies Act on transactions between the company and related parties (cf. Sections 3-8 and 3-9) in agreements between the company and the parties stated therein. Before non-immaterial agreements are entered into between the company and shareholders, members of the Board of Directors or Group management or their related parties, the Board of Directors shall obtain an independent thirdparty evaluation. The Board of Directors shall approve agreements between the company and a Board member or the CEO. The Board of Directors shall also approve agreements between the company and third parties in which a Board member or the CEO could have a vested interest. If the Board member identifies a potential issue of incapacity or a potential conflict of interests between the Board member’s responsibility on the one side, and the Board member’s or his/her related parties’ other assignments or interests on the other side concerning a matter to be reviewed by the Board of Directors, the Board member shall notify and discuss the matter with the Chairman of the Board. The same applies to the CEO. The Board of Directors makes decisions on issues of conflict of interest. SECTION 6 GENERAL MEETING The Articles of Association stipulate that the Annual General Meeting shall be held by the end of April each year. The meeting notice and registration form shall be sent to the shareholders and published on the Group’s website no later than 21 days before the date of the Annual General Meeting. The procedures for voting and submitting proposals are contained in the notice of the meeting. In accordance with the Articles of Association, the Meeting Chair is elected by the attending shareholders. The Chairman of the Board and External Auditor attend the General Meeting. Minutes of the company’s general meetings can be viewed on the company’s website. Resolutions are adopted by a simple majority unless otherwise prescribed in the company’s Articles of Association or the provisions of the Norwegian Public Limited Liability Companies Act. Decisions on the divestment of shares, mergers, spin-offs, divestments of a material part of Skandiabanken’s business or the issuance of shares in the company require the approval of at least two-thirds of both the number of votes cast and the share capital represented at the General Meeting. The voting form makes it possible to vote individual candidates onto individual bodies. Shareholders may issue a power of attorney to a third party. A person can also be appointed to vote for the shareholders as a proxy. Insofar as is possible, the proxy form shall be designed to allow votes to be cast for each agenda item and for individual candidates up for election. Deviations from the recommendation: None. SECTION 7 NOMINATION COMMITTEE In accordance with the Bank’s Articles of Association, the General Meeting and Supervisory Council have established a Nomination Committee comprising three members. Members are elected by the General Meeting for a term of office of up to two years. Neither members of the Board of Directors nor members of Group Management serve on the Nomination Committee. The Nomination Committee presents a reasoned recommendation to the General Meeting. The Nomination Committee makes recommendations to the General Meeting concerning: • Prospective members and deputy members of the Board of Directors • Remuneration paid to members and deputy members of the Board of Directors • Candidates for the Nomination Committee • Remuneration paid to the Nomination Committee Deviations from the recommendation: None. Information about the Nomination Committee and about how to submit proposals to the Nomination Committee can be viewed at www.skandiabanken.no/ir/ SECTION 5 FREE TRANSFERABILITY Deviations from the recommendation: None >> The shares are listed on the Oslo Stock Exchange with ticker SKBN and are freely transferable. The Articles of Association do not impose any restrictions on transferability. Deviations from the recommendation: None. - ANNUAL REPORT 2015 - 19 >> Corporate governance (continued) SECTION 8 GENERAL MEETING AND BOARD OF DIRECTORS, COMPOSITION AND INDEPENDENCE General meeting The General Meeting’s primary task is to elect the Board of Directors and to supervise the Board of Directors’ and the CEO’s management of the company. Control Committee One meeting of the Control Committee was held in 2015 (disbanded on 31 December 2015). Board of Directors The Board of Directors comprises six members, and in 2015 the following served on the Board of Directors: Niklas Midby (Chairman), Øyvind Thomassen, Ann-Charlotte Stjerna (until 12 September), Mai-Lill Ibsen, August Baumann, Ragnhild Wiborg (from 12 September) and Silveli Vannebo. Vannebo is an employee representative. Individual Board members’ backgrounds are described on the Bank’s website and in the annual report. Participation in Board meetings and on Board committees in 2015 A total of ten Board meetings were convened in 2015, six of which were held by telephone. The Audit Committee, Remuneration Committee and the Risk Management Committee each held one meeting. Board meetings before 5 October 1 (of which by telephone) Board meetings after 5 October 2 (of which by telephone) 3 (2) 5 (2) 5 (2) 3 3 1 0 5 (4) 5 (4) 5 (4) 4 (3) 5 (4) Silveli Vannebo 7 (Employee representative) 0 2 (2) Jon Holmedal 7 (Deputy employee representative) 0 2 (2) Ann-Charlotte Stjerna 3 Niklas Midby 4 Øyvind Thomassen 4 August Baumann 5 Mai-Lill Ibsen 5 Ragnhild Wiborg 6 Audit Committee Remuneration Committee 1 1 1 1 Risk Management Committee 1 1 1 1 1 Before Skandiabanken AB NUF was converted to Skandiabanken ASA. 2 After Skandiabanken AB NUF was converted to Skandiabanken ASA and Skandiabanken AB NUF’s business was transferred to Skandiabanken ASA. 3 Elected to the Board of Directors on 5 May 2015. Left the Board of Directors on 12 September 2015 4 Elected to the Board of Directors on 5 May 2015 5 Elected to the Board of Directors on 17 August 2015 6 Elected to the Board of Directors on 12 September 2015 7 Elected to the Board of Directors on 2 October 2015 1 Independence of the Board of Directors All Board members are deemed to be independent of the Bank’s general management and material business connections. Niklas Midby is also Chairman of Skandiabanken AB and Øyvind Thomassen is CEO of the same bank. Skandiabanken AB is part of the life-assurance company Skandia. Election of the Board of Directors The Board of Directors is elected by the General Meeting. Members are elected for a term of office up to two years. When electing 20 members of the Board of Directors, a suitability assessment must be performed addressing the need for both continuity and independence, as well as maintaining a balanced Board composition. The CEO does not serve on the Board of Directors. Shareholdings held by Board members as of 31 December 2015: • Niklas Midby (Chairman), through his related party company Flagstone International Ltd, 10 869 shares. • Øyvind Thomassen 2 173 shares. • Silveli Vannebo 543 shares. Deviations from the recommendation: None. SECTION 9 THE WORK OF THE BOARD OF DIRECTORS Duties of the Board of Directors The Board of Directors’ duties are laid down in rules of procedure that regulate the Board’s responsibilities, mandates and case handling, and establish which items are to be reviewed by the Board, as well as rules for convening and holding meetings. The Board of Directors has also established rules of procedure for the CEO. Each year the Board of Directors adopts meeting and work plans covering strategic work, financial reports, forecasts for the Group and control work. The CEO prepares matters to be reviewed by the Board of Directors together with the Chairman of the Board. The Board of Directors has established three permanent committees, which are described in more detail below. The committees do not adopt any resolutions, but supervise the administration’s work and prepare matters for review by the Board on the latter’s behalf within their respective spheres of responsibility. The committees may utilise Group resources and engage personnel, advice and recommendations from external sources. Remuneration Committee The members of the Remuneration Committee are August Baumann (Chairman) and Niklas Midby. The Committee shall perform preparatory work for review of the company’s remuneration scheme and other matters such as the salary of the CEO, individuals who report directly to the CEO and risk-takers in the business for the Board of Directors. The Committee’s mandate is included in the rules of procedure for the Board of Directors and separate rules of procedure have been drawn up for the Remuneration Committee. Audit Committee The Audit Committee is chaired by August Baumann with Ragnhild Wiborg and Mai-Lill Ibsen as members. The composition of the Committee satisfies the Recommendation’s requirements on independence and competence. In addition to the members of the Committee, the CFO, Henning Nordgulen, and the CRO, Eirik Christensen, attend regular meetings. The Audit Committee shall ensure that the Group has an independent and effective external auditor and satisfactory accounting reporting in accordance with relevant legislation and regulations. The Committee’s mandate is included in the rules of procedure for the Board of Directors and separate rules of procedure for the Audit Committee. Risk Management Committee Risk Management Committee is chaired by Mai-Lill Ibsen with Niklas Midby, Øyvind Thomassen and Ragnhild Wiborg as members. In addition to the members of the Committee, the CFO, Henning Nordgulen, and the CRO, Eirik Christensen, attends regular meetings. The Committee shall ensure that the Group’s risk and capital management complies with the Group’s strategic development and target achievement and ensures financial stability and reasonable asset management. The Committee’s mandate is included in the rules of procedure for the Board of Directors. Self-evaluation, Board of Directors The Board of Directors annually reviews its own activities and competence and proposes improvements in the organisation and implementation of the Board’s work. The Board of Directors’ selfevaluation report can be viewed by the Nomination Committee. Deviations from the recommendation: None. SECTION 10 RISK MANAGEMENT AND INTERNAL CONTROL Risk management is an integral part of the work of Skandiabanken’s Board of Directors. The Bank shall have a sound risk culture based on openness, transparency and competence, and shall constantly challenge its methods, processes and procedures in order to improve its performance. Each year Skandiabanken’s Board of Directors establishes the risk appetite for the risk categories credit risk, liquidity risk, market risk, operational risk and commercial and strategic risk, and determines guidelines to operationalise the enterprise’s risk appetite. The Bank shall adopt a holistic approach to risk management. The following overarching principles therefore apply: • The Bank’s specifications for risk appetite shall be translated into specific risk management frameworks. • Each risk area shall be allocated capital in line with its actual risk status, which in turn shall be tailored to the Bank’s risk appetite. • Risk management and reporting shall be performed in accordance with frameworks and objectives. • The Bank’s risk management systems and procedures shall be appropriate to the complexity of the business. • Risk management shall be an ongoing and continuous process. • Risk reporting shall be framed in an understandable manner and provide a clear picture of the Bank’s risk situation to all stakeholders. • Risk management shall be performed across Group companies, at all levels within each individual Group company, and for the Group as a whole. • The Bank shall assume only those risks that are understood by the Bank and the individual decision-maker. • Responsibility for entering into agreements that cause the Bank to incur a risk is delegated through personal authorisations. • Efforts shall be made to achieve as great a concordance as possible between risk and profitability. Profitability shall be measured individually (at the customer and exposure level), with respect to subportfolios/segments/departments and for the Bank as a whole. Profitability shall be measured on a risk- adjusted basis, and on the basis of financial capital allocated. The Bank’s organisation is based on its risk management and internal control principles, and has been designed such that it ensures the Bank’s risk strategy is implemented. Skandiabanken’s organisation is based on a principle of three lines of defence. First line of defence The operative units, including all bank employees and managers, constitute the first line of defence, and shall have ownership of any risk-taking. The business units are responsible for handling operation and control of their own risk, for performing risk assessments and implementing risk and internal controls that enable the Bank to operate within the frameworks and the risk appetite specified by the Board of Directors. Second line of defence Second-line functions monitor and verify that the Bank is operating within the risk frameworks. This function is performed by the Chief Risk Officer (CRO) and the Chief Compliance Officer (CCO). The CRO heads the Bank’s Risk Management function. The Risk Management function is responsible for establishing and maintaining systems and processes that support the Bank’s compliance with those risk strategies, policies and procedures that have been adopted. The function prepares regular risk reports for the Board of Directors, and shall also report any breaches of the frameworks and guidelines. The CRO is independent of managers with responsibility for risktaking, and does not take part in decisions that relate directly to areas that are monitored and reported. Organisationally, the CRO reports directly to the CEO, but in certain cases also has a right and a duty to report directly to the Board of Directors. The CRO may not be dismissed without the Board’s consent. The CCO is in charge of the function which covers compliance with procedures and regulations. Administratively, the function reports to the CEO. In practice, however, it is independent of the Bank’s management and other central and control functions. The CCO verifies compliance with regulations based on the Board of Directors’ instructions, and reports to the Board of Directors on matters of a professionally relevant nature. Third line of defence The third line performs independent tests of the Bank’s risk management procedures. The Internal Auditor shall be independent of any of the Bank’s operative functions, and reports to the Board of Directors. The Internal Auditor performs audits in accordance with the audit plan and instructions issued annually by the Board of Directors. The Internal Auditor presents a summary of the Bank’s internal control activities once a year. Skandiabanken’s Board of Directors has adopted a policy for ethics, corporate conduct and corporate social responsibility that applies to the Board of Directors and all the Bank’s employees. The Bank’s activities and services depend on a high degree of trust. Trust of customers and society is based on a good reputation and maintaining high ethical standards in all areas of the business. The Bank shall always conduct its business in line with applicable instructions, laws and rules. Decisions taken shall be based on the Bank’s core values and be guiding for corporate culture. The Bank’s core values and ethical guidelines help to raise awareness of and compliance with the Bank’s ethical standards. All new employees receive training on the ethical guidelines and must sign that they have read and understood associated guidelines. The policy and associated guidelines shall be reviewed annually and signed by all staff. Deviations from the recommendation: None. - ANNUAL REPORT 2015 - >> 21 Corporate governance (continued) >> SECTION 11 REMUNERATION PAID TO THE BOARD OF DIRECTORS Remuneration paid to the Board of Directors and its subcommittees is determined by the General Meeting based on the recommendation of the Nomination Committee. Board members’ fees are not linked to the financial performance or similar measures. With the exception of employee representatives, none of the other Board members perform tasks for the company other than Board work. Information about remuneration paid to individual Board members is presented in Note 33 of the financial statements. Skandiabanken’s Board of Directors will handle any takeover bids in accordance with the principle of equal treatment of shareholders. The Board of Directors will also help shareholders to obtain as much supplementary information as possible in all situations that affect the shareholders’ interests. Approval must be sought from the Norwegian Financial Supervisory Authority (nw: Finanstilsynet) for acquisition of shares in a financial institution that would bring the total shareholding up to more than 10 percent of the acquired company’s share capital. Deviations from the recommendation: None. Deviations from the recommendation: None. SECTION 15 EXTERNAL AUDITOR SECTION 12 REMUNERATION PAID TO SENIOR EXECUTIVES The External Auditor presents an annual plan for audit work to the Audit Committee and the Board of Directors. The Audit Committee evaluates and makes recommendations to the Board of Directors concerning the election of the External Auditor. The Board of Directors holds an annual meeting with the External Auditor, which is not attended by members of administration. The Audit Committee recommends the External Auditor’s fees to the Board of Directors for approval. The Board of Directors subsequently proposes approval to the General Meeting. Skandiabanken’s remuneration scheme applies to all employees. The scheme shall comply with the Group’s overall targets, risk tolerance and long-term interests. Furthermore the scheme shall help to promote and incentivise efficient management and control of the Group’s risk, counteract excessive or undesired risk-taking and help to avoid conflicts of interest. The remuneration scheme is compliant with the regulations on remuneration schemes in financial institutions, investment firms and management companies for mutual funds. The compensation (the sum of remuneration received) shall be competitive, though not market-leading, and ensure that over time the Group attracts, retains and develops skilled employees. The compensation should be perceived to be fair and incentivising. The remuneration scheme should stimulate efforts which yield results beyond the individual’s area of responsibility, but always in accordance with the risk profile of the Group. Fixed salary shall be the main element of overall compensation, which shall otherwise comprise variable salary, pensions and various benefits in kind. The Board of Directors’ guidelines for remuneration paid to senior executives can be viewed in Note 33. Deviations from the recommendation: None. SECTION 13 INFORMATION AND COMMUNICATION Skandiabanken has its own investor information pages on skandiabanken.no/ir/. The Bank makes every effort to provide accurate, relevant and timely information about the Group’s development and performance in order to create confidence amongst investors. All price-sensitive information is published in Norwegian and English. Stock market notifications, annual and quarterly reports, presentation materials and webcasts can be viewed on the company’s website. Information is also conveyed to the market through quarterly investor presentations. Regular presentations are given to international lenders and investors. All reporting is based on transparency and equal treatment of parties in the securities market. The Group’s financial calendar is published on the company’s website. Deviations from the recommendation: None. 22 SECTION 14 TAKEOVER BIDS The External Auditor provides the Audit Committee with a description of the main elements of the audit of the previous accounting year, including details of any material internal control weaknesses identified relating to the accounting reporting process. Deviations from the recommendation: None. Declaration on corporate governance in accordance with Section 3-3b of the Norwegian Accounting Act. The declaration complies with statutory requirements. 1. Skandiabanken complies with the Norwegian Code of Practice for Corporate Governance issued by the Norwegian Corporate Governance Board, NUES. 2. The recommendation can be viewed at www.nues.no 3. Any deviations from the recommendation are commented in the Board of Directors’ Declaration on Corporate Governance. 4. Section 10 of the report contains a description of the main elements of the systems for internal control and risk management relating to accounting reporting processes. 5. Skandiabanken has no Articles of Association that deviate from Section 5 of the Norwegian Public Limited Liability Companies Act, which deals with the General Meeting, or from the recommendations of the Norwegian Corporate Governance Board, NUES. 6. The composition of the Board of Directors, the General Meeting and Control Committee is reported. A description is also given of the main elements of guidelines and the mandate for the bodies in Sections 8 and 9 of the report. 7. The Articles of Association that regulate the appointment and replacement of Board members are reported in Section 8 of the report. 8. Articles of Association and authorisations to allow the Board of Directors to resolve to repurchase shares or increase share capital are stated in Section 3 of the report. The organisation CEO Magnar Øyhovden Legal Compliance Erik O. Husø Arlin Opsahl Mæland Strategy Alliances Geir Berge Hansen Gunnar Senum HR Bente Rebnor Risk Management Eirik Christensen Finance Henning Nordgulen Marketing & Communication Johnny Anderson Product & Process Anne-Christine Fiksdal Business Developement Magne Angelshaug IT Eirunn Skogen Member of Executive Management team Reports to CEO - ANNUAL REPORT 2015 - 23 Group Management Magnar Øyhovden | Chief Executive Officer Magnar Øyhovden joined the Bank in 2006, and was promoted to branch manager for Skandiabanken AB’s Norwegian branch in 2010. He has nine years tenure in the banking industry, and he was previously CEO with COOP Power Holding A/S. He holds a degree in Business Administration from Norwegian School of Economics (NHH). Magnar Øyhovden owned 6 815 shares in Skandiabanken ASA 31 December 2015. Henning Nordgulen | Chief Financial Officer Henning Nordgulen joined the Bank in August 2015 as CFO. He has held senior financial positions, including 10 years in the banking industry. Mr. Nordgulen holds a Bachelor degree from BI Norwegian Business School and has additional studies from IMD in Lausanne. Henning Nordgulen owned personally, through his related party North Hill Invest AS, and close family members, 6 814 shares in Skandiabanken ASA 31 December 2015. Johnny Anderson | Head of Marketing & Communication Johnny Anderson joined Skandiabanken AB in 2005 and was promoted to Head of Marketing & Communication in 2011. He has held several positions and has 10 years of experience in the banking industry. He holds a Master of Philosophy in Media Studies from the University of Bergen. Johnny Anderson owned 2 717 shares in Skandiabanken ASA 31 December 2015. Bente Rebnor | Head of HR Bente Rebnor joined the Bank in 2000, and was promoted to Head of HR and internal communications in 2005. Before joning the Bank, she held a variety of managerial positions in Vesta Forsikring/ Vesta Finans. She holds studies in economics/marketing from BI Norwegian School of Business. Bente Rebnor owned 2 173 shares in Skandiabanken ASA 31 December 2015. Geir Berge Hansen | Head of Strategy Geir Berge Hansen joined the Bank in 2010 as Head of Strategy. He holds a degree in Business Studies from Norwegian School of Economics (NHH) and a candidate degree in Engineering from Bergen University College. Geir Berge Hansen owned 3 260 shares in Skandiabanken ASA 31 December 2015. 24 Group Management (continued) Magne Angelshaug | Business development Magne Angelshaug joined the Bank in 2011 and was promoted to Head of Business development in 2012. He holds an MBA from the Norwegian School of Economics (NHH), a Master degree in Cybernetics from the Norwegian University of Science and Technology (NTNU) and an Engineering degree from Sogn og Fjordane University College. Magne Angelshaug owned 2 608 shares in Skandiabanken ASA 31 December 2015. Erik O. Husø | Head of Legal Erik Husø joined the Bank in 2015. Before joning the Bank, he was Head of Legal in Fana Sparebank. He holdes a degree in law from the University of Bergen. Erik Husø owned 652 shares in Skandiabanken ASA 31 December 2015. Anne-Christine Fiksdal | Head of Product and process Anne-Christine Fiksdal joined the Bank in 2015, as Head of Product and process. She holds a bachelor degree from Bergen University College. Fiksdal owned 3 260 shares in Skandiabanken ASA 31 December 2015. Eirik Christensen | Chief Risk Officer Eirik Christensen joined the Bank in 2015 as Chief Risk Officer. Before joining the Bank, he was Head of Risk Management in Sparebanken Vest. He holds a Ph.d in Economics from the University of Bergen. Eirik Christensen owned 2 173 shares in Skandiabanken ASA 31 December 2015. Eirunn Skogen | Head of IT Eirunn Skogen joined the Bank in 2002 and was promoted to Head of IT in 2007. She has studied IT Management at the University of Oslo. Skogen owned 2 173 shares in Skandiabanken ASA 31 December 2015. - ANNUAL REPORT 2015 - 25 Board of directors Niklas Midby | Chairman Niklas Midby, Chairman of the Board, has a background mainly in finance. Mr. Midby started his career with the Boston Consulting Group and then spent twelve years in international investment banking where he held various senior positions in corporate finance and private equity. Returning to Sweden, Mr. Midby joined OM (now Nasdaq OMX) as an Executive Vice President responsible for all exchanges and clearing houses, including the Stockholm Stock Exchange. Since 2003, he serves on several boards, including the chairmanship of Skandiabanken AB. Mr. Midby holds a B. Sc. in Finance from the Stockholm School of Economics. Niklas Midby is a Swedish citizen and resides in Sweden. Through his related party Flagstone International Ltd, Midby owned 10 869 shares in Skandiabanken ASA 31 December 2015. Øyvind Thomassen | Board member Øyvind Thomassen has served as Chief Executive Officer of Skandiabanken AB (Norway and Sweden) since 2010. Prior to this, Mr. Thomassen served as branch manager for Skandiabanken AB’s Norwegian branch. Before joining the Bank, Mr. Thomassen held various positions in Vesta Forsikring AS. Øyvind Thomassen holds a M.Sc (Nw.: siviløkonom) from the Norwegian School of Economics and Business Administration (NHH). Øyvind Thomassen is a Norwegian citizen and resides in Sweden. He owned 2 173 shares in Skandiabanken ASA 31 December 2015. Mai-Lill Ibsen | Board member Mai-Lill Ibsen has held several senior executive positions in the international financial sector, including as Chief Executive Officer of NOS ASA and Citibank International plc, Norway Branch, and Deputy Chief Executive Officer of Eksportfinans ASA. Ms. Ibsen has held several directorships over the last ten years, in private, governmentowned and listed companies. Ms. Ibsen holds an MBA from Stanford Graduate School of Business. Mai-Lill Ibsen is a Norwegian citizen, and resides in Norway. 26 Board of directors (continued) August Baumann | Board member August Baumann has held several senior executive positions in TeliaSonera Norge AS, including as Chief Executive Officer, Chief Financial Officer and Vice President HR. August Baumann holds a M. Sc. in Shipping, Trade and Finance from Cass Business School, London. August Baumann is a Norwegian citizen and resides in Norway. Ragnhild Wiborg | Board member Ragnhild Wiborg has previously held senior positions in a number of financial institutions and companies including Wiborg Kapitalförvaltning, Odin Fund Management, Pareto Securities, Sundal & Collier, First National Bank of Chicago (now JP Morgan) and Scandinavian Bank UK. Mrs. Wiborg has several directorships and committees of listed companies in Norway and Sweden. Ragnhild Wiborg holds a Bachelor of Science degree in Economics and International Business from Stockholm School of Economics and Business Administration, Sweden, and Master Studies in Economics from Fundacao Getulio Vargas Sao Paulo, Brasil. Ragnhild Wiborg is a Swedish citizen, and resides in Norway. Silveli Vannebo | Board member, employee representative Silveli Vannebo joined the Bank in 2006 and was elected employee representative in 2008 and promoted to head of employee representatives in 2013. Silveli Vannebo has been the Branch’s board member since 2013. Mrs. Vannebo has studied economics and law. Silveli Vannebo is a Norwegian citizen and resides in Norway. She owned 543 shares in Skandiabanken ASA 31 December 2015. Jon Holmedal | Deputy Board member, employee representative Jon Holmedal joined the Bank in 2000. He has an extensive background from both insurance and finance, and has studied economics and insurance. Jon Holmedal is a Norwegian citizen and resides in Norway. He owned 326 shares in Skandiabanken ASA 31 December 2015. - ANNUAL REPORT 2015 - 27 Corporate social responsibility Corporate Social Responsibility (CSR) is about how value is created. It is about how Skandiabanken’s operations affect people, the environment and the society around us. The Bank takes these challenges seriously. Being a responsible company means more than just donating funds for charitable purposes. The Bank also demonstrates corporate social responsibility through the products, how they are marketed, and in facilitating involvement from the employees. Skandiabanken will not have aggressive or misleading marketing. The Bank’s prices shall not be hidden. Skandiabanken aims to be a responsible everyday bank that enables its customers to make smart financial decisions and conscientiously purchase bank products. In order to succeed, the Bank’s employees are given an opportunity to contribute. This internal engagement creates a solid foundation and pride. Skandiabanken’s strategy for corporate social responsibility Skandiabanken’s policy for ethics, business conduct and corporate social responsibility applies to the Board of Directors and to all the employees of Skandiabanken. The policy describes how the Bank should manage its operations in contact with customers, employees and society in general. The products and services of the Bank have an important function in society. Therefore, it is necessary to have a long-term perspective and manage operations in a responsible manner. The Bank should: • Promote financial insight and knowledge of savings, loans and credit • Promote own customers ‘and owners’ understanding of the company’s financial position • Promote information and offer products and services that allow customers to make socially conscious choices 28 • Consider the social impact of investment decisions • Respect basic human rights and human worth as they are expressed in international conventions, such as the United Nations Human Rights Conventions, the European Convention on Human Rights and other conventions to which Norway has acceded • Support and follow the principles of the UN Global Compact According to Section 3-3 c of the Norwegian Accounting Act, the Bank is obligated to report on the exercise of corporate social responsibility. Reference is made to the Board of Directors’ report. Trust, openness and role in society Skandiabanken’s operations must always be in compliance with the current instructions, laws and regulations. In general, the Bank’s core values must form the basis for decisions and govern the culture of the business. The individual product and business areas must establish concrete principles, rules and processes to deal with relevant ethical issues. Core values CUSTOMER – We put the customer first CHALLENGER – Includes innovation and being different TOGETHER – Together internally and with the customer OPEN – Open to customers, mutually benefit each other, transparent (internal and external) SIMPLE – Making complex things uncomplicated for the best user experience The Bank’s operations are based on providing products and services that optimally meet the needs of various customer segments. The Bank also has a great responsibility to live up to the trust that it receives from customers, creditors and the authorities. In contact with customers the Bank should: • Act in an open, honest and fair manner • Facilitate a dialogue in which customers can share their views with an aim to improving the Bank’s products and services • Give advice that is appropriate for the customer and based on his/her needs • Sell and market financial services in a clear and transparent manner • Provide clear information about how the customer’s assets are managed • Facilitate high availability, based on the customer’s expectations and needs The Money Laundering Act is not unique to Norway. The Act is based on international cooperation, and its formulation is based on the EU Directive. The FATF (Financial Action Task Force) has prepared 40 recommendations for measures against money laundering, financing of terrorism and financing of the spread of weapons of mass destruction. These are recognised as the leading international standards in the field and provide good guidance as to how preventive work should be carried out. Ethics and anti-corruption Throughout 2015, the Bank has completed several competenceenhancing measures in the area. Amongst other things it has organised professional gatherings for key persons who work with anti-money laundering and a special forum for anti-money laundering has been established. The Bank’s operations and services require a high degree of trust. The trust of customers and society in general is based on a good reputation and a high ethical standard that is maintained in all parts of the operations. In order to maintain a high ethical standard, an Ethics Policy has been adopted by the Board of Directors of Skandiabanken, and it is designed to contribute to awareness of and compliance with the high ethical standard that is required by employees of the Bank. These guidelines should contribute to combating corruption, extortion, bribes, money laundering, fraud, financing of terrorism and financing of criminal activity, among other things. Every year, all employees must complete a mandatory review of the ethical guidelines. In 2015, employees completed the e-learning course “Ethical Guidelines 2015”. Skandiabanken has a special policy for good business ethics with regard to sales and marketing • All marketing should be serious, objective and comply with the current marketing rules and good business ethics • The market or individual customers must never be given a false or exaggerated picture of the Bank or its products and services • Information on or comparisons with competitors should be unbiased • Information on competitors must not be misused • Customers must be advised of the risk associated with the products that are offered • For personal sales and advice: Never offer a customer a product that he/she does not need • The customer must never be persuaded to change to a new product unless it gives the customer a benefit • The Bank must be especially cautious with marketing aimed at children and young people If an employee experiences incidents, or is made aware of circumstances that are in violation of the external or internal regulations, or other reprehensible matters, the Bank has a routine for dealing with this (whistleblowing). The routines should make sure that the whistleblower is protected and that the notification is handled in a good way. Skandiabanken has not received any notification of violations or reprehensible matters in 2015. Anti-money laundering Efforts to prevent money laundering and the financing of terrorism have been on the agenda of the financial services industry for a long time. Skandiabanken puts great care into compliance with regulatory frameworks, and Skandiabanken has a duty to report and is required by law to make an effort to prevent money laundering and the financing of terrorism. The Money Laundering Act and the FATF Recommendations provide the primary guidelines for the Bank’s work in this area. In addition, Skandiabanken pay close attention to the fourth EU anti-money laundering directive, and it will make the necessary adaptations in order to comply with national and international obligations. In 2015, employees completed the mandatory e-learning course “Measures against Money Laundering and the Financing of Terrorism at Skandiabanken”. Human rights Skandiabanken has a long-term and responsible perspective for the management of the business. One key component is to demonstrate responsibility for basic human rights and human worth. This encompasses people with whom the Bank has a business association and the Bank’s own employees. The Bank’s respect for human rights is based on central conventions by the United Nations. The Bank fulfils its responsibility by setting requirements for its partners and suppliers. The Bank requires that employees respect each other both on and off the job. Financial contributions In 2014, the Bank established the Skandiabanken Ideer for Livet Foundation (en: Ideas for Life) and a CSR program under the same name in Norway. The inspiration came from Skandia’s long-standing program with the same name in Sweden. In connection with the transition to an independent company, the Norwegian foundation was transferred to Skandia in 2015. At the same time the Norwegian program was renamed Framgang sammen (en: Advancement Together) and a foundation is being established with this name in 2016. The projects that receive support must activate and involve children and young people up to the age of 25, and they must promote equality and equal treatment regardless of religion, gender, health, sexual orientation or ethnic background. When assessing the applications, the foundation also attaches importance to whether the idea develops knowledge and/or skills in an engaging manner. Other factors include whether the idea gives children and young people an opportunity to socialise and meet new friends, and whether the idea gives the participants a better self-image. In 2015, the foundation Ideas for Life granted funding to 25 different projects. A total of NOK 408,000 was granted. Under the name Advancement Together, funding totalling NOK 150,000 was granted to 10 projects in 2015. - ANNUAL REPORT 2015 - >> 29 >> Corporate social responsibility (continued) Projects that were supported in 2015: Ethical labelling of funds 22B Contact Centre for Children and Young People Active Breathing Space Autism Association, Møre and Romsdal Bjølsen School’s Cultural Forum Bøler Textile Workshop, Østensjø Children’s Red Cross Lillehammer (BARK) Children’s Walking Club on Averøy Fargespill Foundation For the Families of Prisoners, Trøndelag Girls Group at Styve Gard Herøya Local Community Centre Incredibly Important Kongsvinger Fortress American Football Club Larsen and Saturday Pancakes Lismarka Rock School Local Community Activities, Oppegård Municipality Loen Youth Club, Hå Cultural Market Norna-Salhus Sports Club Norwegian Foster Home Association, Østfold Norwegian Trekking Association Oslo at Sætren Gård Open Air Gang, Skjervøy Primary School Rabalder, Trondheim Radio Harstad Regncon Gaming Club Rødbysætra Activity Centre Salvation Army’s Music School in Oslo Sandsli Coding Club Single Parent Association of Rogaland Single Parent Association of Rogaland Single Parent Association of Østfold Stine Sofie Foundation Tausevika Residents’ Association Toten State Reception Centre Youth Mental Health, Asker and Bærum The aim of ethical labelling is to give customers information that enables them to make choices that they believe to be correct based on their ethical norms. This labelling was introduced in 2010, and Skandiabanken was the first bank to introduce such labelling. Skandiabanken also supports projects by sponsorship. The Bank’s office is located near a public transport hub, which makes it easier for employees to use public transport traveling to work. Arrangements have also been made for charging electric cars in the Bank’s parking facility, and Skandiabanken cooperates with a carpooling company to encourage employee carpooling. The aim is for the sponsorship to be based on Skandiabanken’s social engagement and make a positive contribution to the marketing of Skandiabanken. Skandiabanken must only use sponsorship funding for purposes that are consistent with the Bank’s core values. The following purposes are relevant: • Innovation and creativity •Entrepreneurship • Social commitment • Humanitarian initiatives For example, the Bank has sponsored Amnesty International since 2005. Skandiabanken aims to be open and available to students and researchers who would like to study at the Bank. In 2015, two leading researchers from the Norwegian School of Economics studied conditions at the Bank. 30 On the Bank’s website, it is easy to see what funds have positive or negative ethical labelling. This makes it easier for customers to make conscious decisions when they save. At the same time, they receive information on the ethical profile of the funds they are saving in at all times. Skandiabanken has established an Ethics Council acting as a council for the responsible investment profile. Representatives from management and committed employees work together with a goal to establish a clear position as the most socially conscious bank. The ethical labeling of funds is one of the results of this work. Environment The Bank’s employees should have a conscious attitude towards consumption, travel, transport requirements and energy consumption. The Bank is continuously developing new products that reduce the impact on the environment. Applying and signing for loans on the Internet, mobile banking, SMS services and electronic distribution of letters and agreements, reduce the need for transport and consumption of paper. The goal is for all processes to be paperless. In order to contribute to a transition to a more environmentally friendly fleet of cars, Skandiabanken offers less expensive loans for cars that satisfy the EU limit of less than 120 grams of CO2 emissions per kilometre. Relationship to suppliers Skandiabanken has the same requirements for suppliers as it does for its own operations with regards to corporate social responsibility and ethics. The Bank aims to assess the social impact of the investments, and in this way contribute to sustainable development and minimise the negative impact on the environment. Unity and friendship on stage “Vera Verandas Vilje” is a children’s and young people’s musical produced by Bjølsen School’s Arts Forum. Around 40 children aged 10–14 from the Sagene area of Oslo took part. In other words, many children benefited from support from the Framgang sammen scheme (en: Advancement Together). It is also an excellent voluntary project. Both young and old are collaborating to get the show on the road, and have managed to hire free premises for the production. It’s also free for children to attend. Sagene is an urban area characterised by major social differences. This part of the city is home to both affluent and impoverished families. The project prioritises establishing meeting places where families from all kinds of backgrounds can come together, and everyone has the same opportunities regardless of parental income. A real enthusiast who never gives up Together with the Childrens’ parents Anne Britt Granaas has run the school choir ever since its future was threatened by a lack of funding. She is also involved in a number of other projects in the area, and is particularly keen to find places for young people to meet irrespective of their background. The “Blue Crew” practises for the musical. The application references were effusive in their praise of Anne Britt. They were impressed by Granaas’ enormous ability to involve parents and children from families who would not normally show such an active interest in their local community, and how she gets everyone to join in. “She is a real enthusiast who never quits. Whenever Anne Britt puts her mind to something, you just know you’ll see results.” Skandiabanken’s Framgang sammen is proud to sponsor Vera Verandas Vilje. Performance of the musical Vera Verandas Vilje. - ANNUAL REPORT 2015 - 31 Board of Directors’ report Operational review 2015 In 2015, Skandiabanken continued its strong growth in loan volumes and income, and improved its net interest margin, while undergoing a transformation from a branch to a fully independent bank. Highlights of 2015 are: • Separation from the Skandia Group and listing of Skandiabanken ASA • Release of the third version of the online bank (“Skandiabanken 3.0”) • Skandiabanken was, also this year, rated as the Bank in Norway with the most satisfied customers by EPSI • Introduction of unsecured consumer loans • Continued strong growth in lending • Moody’s awarded Skandiabanken ASA a long term rating of A3 with stable outlook • The effect of the upcoming transaction between Visa Inc. and Visa Europe Ltd. In January 2015, the Bank’s ultimate owner, Livförsäkringsbolaget Skandia, ömsesidigt(“Skandia Liv”), started an evaluation of the potential for listing the Norwegian branch of Skandiabanken AB on the Oslo Stock Exchange as a separate and independent Norwegian bank. This process was concluded by the reorganisation of the business into Skandiabanken ASA on 5 October 2015 (the “Reorganisation”), and the subsequent listing of this company on the Oslo Stock Exchange on 2 November 2015 (“the IPO”). A detailed description of the establishment of Skandiabanken ASA is found in note 3 to the financial statements. In the first quarter of 2015, Skandiabanken released its third version of the online bank since the launch in 2000. Skandiabanken 3.0 is a multi-platform online banking solution developed with small mobile screens as the starting point. The new platform was rated, by DinePenger.no, as the best mobile banking solution in Norway. Further improvements to the user experience and functionality was implemented throughout the year, among them was login by the use of QR-code. EPSI Rating group published its yearly customer satisfaction rating for the Norwegian banking market in October. Skandiabanken was, also this year, rated as the Bank in Norway with the most satisfied customers. After analysing the growing market for unsecured consumer loans, and assessing the needs of the customer base, the Bank launched “Brukslån” as a new product in April 2015. The product is primarily aimed at existing customers with low to medium risk profile. The product launch was well received and volume growth has been better than expected. At year-end 2015, outstanding consumer loans were NOK 694.9 million. In November, the Bank started a pilot for the online distribution of car insurance products related to car loans in cooperation with If Skadeforsikring. Skandiabanken will evaluate this pilot during 2016. In 2015, Skandiabanken continued its strong growth in loans to customers, with an increase of 11.4 percent from NOK 51.0 billion at the end of 2014 to NOK 56.8 billion at the end of 2015. The strong growth was achieved despite a moderate growth in lending during 32 the first half of 2015, when the Bank adjusted its funding as part of the preparations for the separation from Skandiabanken AB. Over the last three years, loans to customers have increased by 112.7 percent, from NOK 26.7 billion. Skandiabanken made a net profit of NOK 375.2 million in 2015 an increase of NOK 3.3 million compared to NOK 371.9 million in 2014. The profit was influenced by cost related to the Reorganisation and the IPO. Skandiabanken has successfully adapted deposit rates and lending rates to the development in the money market. Together with improvements to the Bank’s funding and liquidity management, and a transition from the Swedish to the Norwegian deposit guarantee scheme, the result was an increase in net interest margin from 1.46 percent to 1.53 percent. Skandiabanken was awarded a long term rating of A3 with stable outlook from Moody’s on 6 October 2015. Covered bonds issued by Skandiabanken Boligkreditt AS were simultaneously awarded a long term rating of Aaa from Moody’s. On 2 November 2015, Visa Inc. and Visa Europe Ltd. announced a transaction whereby Visa Inc. will acquire Visa Europe Ltd. Skandiabanken has estimated a fair value of the cash payment and preferred shares related to this transaction of total NOK 131 million which has been entered as an “available for sale” asset in the balance sheet per 31 December 2015. Strategy and goals Skandiabanken is a branchless digital challenger bank that offers modern everyday banking products to Norwegian retail customers through a user-friendly and adaptable banking platform. The Bank’s value proposition is to offer a differentiated and transparent banking experience in the Norwegian retail banking market, primarily through a dedicated customer orientation, by which the Bank has obtained a high standing amongst customers. The development of the Bank’s concept has since launch in 2000 been pursued in a consistent manner across three dimensions: (i) to offer a simple and transparent pricing structure which ensures that the customer gets a “fair deal”, (ii) to continuously update and optimise the product offering based on customer feedback in order to maintain an intuitive and standardised offering that is relevant to its customers, and (iii) to provide banking products and services across a lean and efficient digital platform with leading accessibility and usability across a broad range of user devices. The key pillars of the Bank’s strategy are: (i) continued lending growth through increased penetration within existing customer base, (ii) increased penetration within investment products through the migration of deposit based savings, (iii) maintaining a strong balance sheet through balanced risk approach, (iv) further utilise transaction-driven concept and industry-leading reputation to increase the Bank’s share of wallet, and (v) leverage the scalability of the business model to achieve an attractive return for the shareholders. Board of Directors’ report The Bank has the following medium term financial and operational targets: Medium-term target Actuals as of 2015 Return: Reach a return on equity of 14 percent Dividend: Pay-out ratio of up to 30 percent of the bank’s net profit Capital: Maintain a CET 1 ratio of 13.5 percent (increased from 13 percent on 31 March 2016) 11.0% Not applicable 14.5% Growth: Grow the bank’s loan book to over NOK 75 billion Efficiency: Improve the bank’s Costto-Income Ratio to 37 percent 51.3% Maintain Loan Loss Ratio per product at historic levels 0.05% Asset quality: NOK 56.9 billion The targets are based on capital requirements applicable to the Bank and any future regulatory changes or changes in the economic environment may result in changes to the Bank’s strategy and consequently the financial targets above. After the Reorganisation on 5 October 2015, the Bank’s capital was strengthened in the fourth quarter of 2015 by way of: (i) NOK 292.5 million in new equity (net of fees) from the primary issue in connection with the IPO, (ii) NOK 399.0 million in new perpetual debt (net of fees) and (iii) NOK 131.0 million due to the accounting effect of the Visa transaction. The Bank’s return on equity was affected by non-recurring expenses related to the separation and IPO process as well as the increased capital mentioned above. The Bank maintained a high quality in its loan book in 2015 and continued the trend of low loan losses. The Skandiabanken Group consists of Skandiabanken ASA and the wholly owned subsidiary Skandiabanken Boligkreditt AS. Financial results In accordance with the provisions of the Norwegian Accounting Act, the Board of Directors confirms that the financial statement has been prepared on a going concern basis and that the going concern assumption applies. Pursuant to Section 3-9 of the Norwegian Accounting Act, Skandiabanken prepares consolidated annual accounts in accordance with IFRS, International Financial Reporting Standards, (continued) approved by the EU. The statutory accounts of Skandiabanken ASA have been prepared in accordance with Norwegian IFRS regulations. Improved net interest margin, together with a strong growth in lending, resulted in an increase of 13.8 percent in net interest income to NOK 961.8 million (845.2). The growth in net interest income was a result of a 11.4 percent increase in loans to customers, together with an increase in net interest margin from 1.46 percent to 1.53 percent. The increase in loans to customers was driven primarily by an increase in home loans. The new consumer finance product contributed positively, while volumes of car-loans and other credit products were stable. Net fee and commission income increased by 5.8 percent to NOK 156.7 million (148.1).The increase was primarily due to increased funds under management (“FUM”) driven by positive net client cash flow and higher market value of the mutual funds. The net fee and commission income related to interbank and card payments was relatively unchanged from 2014, while securities trading showed a slightly negative trend. 2015 was influenced by the transition from a Norwegian branch of a Swedish company, to an independent listed Norwegian commercial bank. One-off expenses related to these changes amounted to NOK 95.8 million during 2015. Operating expenses increased by NOK 106.8 million to NOK 568.5 million (461.7). Excluding costs related to the establishment of an independent Norwegian bank and preparations for the planned IPO, operating expenses increased by NOK 19.0 million, equivalent to an increase of 4.1 percent. One-off costs related to other result items are not included in these numbers. The increase in underlying cost level was primarily related to increased personnel costs following a planned increase in capacity necessary to establish independent finance, accounting, treasury, risk and compliance functions to replace services previously delivered by Skandia Liv. The Bank had a Cost-to-Income Ratio of 51.3 percent in 2015. Adjusted for one-off expenses related to the separation and IPO process in 2015 the ratio was 43.0 percent. Net write-downs and provisions on loans and guarantees were NOK 16.1 million in 2015 (27.9). An amount of NOK 9.3 million (11.5) was recovered from previously written-off claims. Actual losses were NOK 22.2 million (23.4). The net cost of losses was NOK 29.0 million (39.8). The loan loss ratio was 0.05 (0.08). Skandiabanken made a net profit of NOK 375.2 million in 2015 compared to NOK 371.9 million in 2014. On 2 November 2015, Visa Inc. and Visa Europe Ltd. announced a transaction whereby Visa Inc. will acquire Visa Europe Ltd. (the “Transaction”). The Transaction consists of an upfront cash payment of EUR 11.5 billion, convertible preferred shares valued at EUR 5.0 billion at the time of announcement, and a conditional - ANNUAL REPORT 2015 - >> 33 Board of Directors’ report >> cash payment of up to EUR 4.7 billion, payable after the fourth anniversary of the closing of the Transaction. The Transaction is expected to close in the 2nd quarter of 2016 and is subject to approval from competition authorities in the affected markets. Skandiabanken is a member the Norwegian association “Visa Norge FLI” (“Visa Norge”) which is a shareholder of Visa Europe Ltd. Skandiabanken has in January 2016 received information from Visa Norge, which has made it possible to estimate the Bank’s share of the expected sales proceeds to Visa Norge. The estimated fair value of the cash payment and preferred shares related to the Transaction of total NOK 131 million has been recognised as an “available for sale” asset in the balance sheet per 31 December 2015. The positive effect on CET1 is 0.4 percentage points. For further detail please refer to note 39 of the financial statements. billion, down from NOK 15.7 billion last year. The covered bonds issued by Skandiabanken Boligkreditt AS amounted to NOK 12.7 billion. Skandiabanken held liquidity of NOK 8.5 billion (9.6) at yearend. The liquidity consisted of NOK 1.2 billion (1.5) in short term lending to other credit institutions and central banks and NOK 7.3 billion (9.1) in interest bearing securities mainly issued by the government, municipalities, financial institutions and investment grade corporates. Tax At year-end, the Bank had a liquidity coverage ratio (LCR) of 186 percent. The Bank’s net stable funding ratio (NSFR) was 140 percent. The total assets recognised on the balance sheet increased from NOK 61.7 billion to NOK 65.6 billion. This was primarily due to an increase in loans to customers. During 2015 a total of NOK 2.9 billion in loans was sold to Skandiabanken Boligkreditt AS after the initial NOK 13.5 billion transferred at 5 October 2015 in connection with the Reorganisation. Skandiabanken’s tax expense was NOK 134.6 million in 2015 (143.6) corresponding to an effective tax rate of 26.4 percent (27.9). The lower tax rate is mainly a result of the tax effect from costs booked against other equity related to capital increase and interest payments to Tier 1 capital investors. Net loans to customers increased to NOK 56.8 billion (51.0). After having aimed for a moderate lending growth the first half year of 2015, the Bank had solid lending growth of 7.3 percent in the second half of 2015. From the end of 2014, total loans to customers have increased by 11.4 percent. Financing, liquidity and balance sheet During the first nine months of 2015, no new market funding was issued by Skandiabanken while establishing the necessary structures of the Reorganisation as well as to optimise the amount of funding being transferred. Credit margins for both covered bonds and ordinary senior debt increased through the second half of 2015. The credit margin for subordinated and perpetual debt was also widened during the same period. In connection with the Reorganisation, Skandiabanken ASA issued subordinated debt with a nominal value of NOK 500 million and perpetual debt (“Hybrid capital”) with a nominal value of NOK 400 million. The Hybrid capital instrument is perpetual with an option for the issuer to redeem the capital at specific dates, the first time being 12 October 2020, 5 years after the issue date. The instrument has an interest rate of NIBOR 3 months plus a margin of 4.1 percent. Skandiabanken relies on customer deposits as the primary source of funding. It is expected that market funding will play a more important role as the Bank continues to grow the balance sheet according to the medium-term plans. Skandiabanken maintained a deposit-to-loan ratio of 83.1 percent (85.3) during the year. Maintaining an attractive deposit product has been important during 2015 to support the lending growth, while preparations for the Reorganisation put a hold to other funding activities. At year-end total capital market funding amounted to NOK 15.0 34 (continued) The Bank’s new consumer loan product showed a strong volume development after its launch in the second quarter. At year-end, outstanding consumer loans were NOK 694.9 million compared to NOK 367.5 million at the end of the second quarter. Volumes of car loans and other credits (accounts credits, credit cards and custody account lending) have been stable over the past year. Customer deposits increased to NOK 45.5 billion (42.4), which is 7.4 percent higher than at the end of last year, and in line with expectations. Total equity increased significantly during 2015 to NOK 4.3 billion (2.7). The majority of the increase is related to the equity injections and additional Tier 1 capital raised in connection with the Reorganisation as well as the primary issue in connection with the IPO. The customers’ net investments in funds under management increased to NOK 6.7 billion (4.7). The increase reflects a substantial growth in net client cash flow in mutual funds and an increase in the market value of mutual funds from last year. Net client cash flow was significantly higher in 2015 compared to previous years, especially during the first half, ending up in a total of NOK 1.4 billion. Dividend and allocation of profit Skandiabanken financial target is to ensure an attractive and competitive return on equity while supporting the planned growth, thus creating value for the owners through increased share price and dividend payments. Skandiabanken’s medium-term target is to Board of Directors’ report distribute up to 30 percent of net annual profits as yearly dividends, starting 2017. When considering the dividend proposal of 2015 both the underlying targets and strategic plans presented in the IPO as well as capital adequacy requirements have been taken into account. The Board of Directors has thus proposed a dividend for 2015 of NOK 0 per share, in line with dividend plans presented in the IPO. Due to the Reorganisation the parent bank’s profit represents the period 5 October 2015 to 31 December 2015. Net profit for the period until 4 October 2015 of NOK 270.7 million is related to Skandiabanken AB NUF and was allocated to retained earnings as a part of the Reorganisation. The board proposes the following allocation for 2015: In NOK thousands Parent bank’s net profit for the year Distributable to Tier 1 capital investors Distributable to equity investors Dividend Retained earnings Total NOK million 84.2 5.0 79.1 0.0 79.1 79.1 In the opinion of the board, following the proposed allocations, Skandiabanken will have a strong financial position and have sufficient flexibility to support the Bank’s planned activities. Risk and capital adequacy Capital adequacy During 2015, the capitalisation has been improved as a result of the Reorganisation taking place on 5 October 2015 as well as the primary equity issue in connection with the IPO. Additionally, an accounting effect due to the transaction between Visa Inc. and Visa Europe had positive effects on the capital adequacy in the fourth quarter. At year-end, Skandiabanken had a leverage ratio of 5.5 percent. At the same time the Bank had a CET1 ratio of 14.5 percent and a total capital ratio amounting to 17.8 percent. Comparable figures for 2014 are not presented as the Bank did not have a separate calculation of capital adequacy and leverage ratio as a branch of Skandiabanken AB. At year-end, Skandiabanken had a CET1 ratio target of 13 percent and a total capital ratio target of 16.5 percent. Based on the ICAAP report conducted in the first quarter of 2016, the Board of Directors decided on 31 March 2016 to increase Skandiabanken’s CET1 ratio target to 13.5 percent, to implement a Tier 1 capital ratio target of 15 percent and increase the total capital ratio target to 17 percent. In the ICAAP report the Pillar 2a requirement is assessed to be 1 percent and the Pillar 2b requirement to be 0 percent, implying a total Pillar 2 requirement of 1 percent. The increased capital ratios entail that Skandiabanken targets a capital adequacy well above the regulatory minimum, while our strong capital position enables further growth. (continued) Risk management Skandiabanken’s core business is to offer standard banking services and creating value by assuming recognised and acceptable risks deriving from this. The Bank shall have a sound and balanced risk culture, based on transparency and competence, and shall constantly challenge its methods, processes and routines in order to improve its performance. The Bank applies a holistic approach to risk management. The most important risks the Bank is exposed to are credit risk, market risk, liquidity risk and operational risk. Credit risk Credit risk accounts for the majority of Skandiabanken’s risk and is defined as the risk of loss resulting from a counterparty not fulfilling their obligations, simultaneously as the collateral pledged does not cover the outstanding claim. Skandiabanken’s lending to the public comprises retail market credit to individuals primarily in the form of mortgages, car-loans, home equity credit loans, consumer loans, account credits and credit cards, as well as custody account credits. The Bank’s lending portfolio is of high quality and mortgages have a relatively low loan to value (LTV). At the end of 2015, the weighted average LTV was 57.0 percent (58.2). When granting credits, an automated credit decision system based on defined criteria and scorecards that evaluate solvency, probability of default and security collateral is used. Automated credit decision ensures a homogeneous loan portfolio where the quality is high. Skandiabanken’s excess liquidity of NOK 8.5 billion is invested in short term loans to other financial institutions and securities issued by the government, municipalities, financial institutions and investment grade corporates. Market risk Market risk is the risk of loss due to unfavourable changes in market variables, such as interest rates, exchange rates and credit spreads. Skandiabanken is exposed to market risks such as interest rate risk, currency risk, equity risk and credit spread risk. Skandiabanken does not have lending or funding in any foreign currency and thus has a low currency risk. The bank has limited price risk related to equities; the exposure was NOK 8.5 million at year-end. All lending provided by Skandiabanken has variable interest rates. The same applies to deposits, and the bank’s capital market funding mainly has NIBOR 3 months as reference rate. This results in low interest rate risk. Credit spread risk is the risk that the value of interest-bearing securities will be reduced as a result of an increase in the credit margin for corresponding credit instruments in the market. The bank calculates its exposure to credit spread risk in accordance with the methodology prescribed by the Norwegian Financial Supervisory Authority (the “Norwegian FSA”, Nw.: “Finanstilsynet”) - ANNUAL REPORT 2015 - >> 35 Board of Directors’ report >> (circular 9/2015). The bank’s credit spread risk at year end was estimated to NOK 103 million and relates to interest bearing securities issued by municipalities and to covered bonds. Liquidity risk Liquidity risk comprises the following two elements: refinancing risk which is the risk of the bank being unable to refinance its obligations as they fall due for payment, and price risk which is the risk of the bank being unable to refinance its obligations without a material increase in costs. Skandiabanken maintains a prudent liquid asset buffer of high quality unencumbered assets in line with the LCR requirement as described under Credit risk above. At year end, the bank’s LCR and NSFR was 186 percent and 140 percent respectively. Skandiabanken ASA has a long-term rating of A3 with a stable outlook from Moody’s. Covered bonds issued by Skandiabanken Boligkreditt AS has a long-term rating of Aaa from Moody’s. Operational risk Operational risk is defined as the risk of unexpected losses due to inadequate internal controls, human errors, a failure of processes or systems or unexpected losses arising from external events. The risk also includes the risk that agreements or other legal enforcements cannot be enacted as assumed, and the risk that the bank will not be compliant with applicable laws and regulations (compliance risk). The bank offers only services to the consumer market and any granting of new loans are to a large degree based on automated loan and credit processes, which reduce the risk of human errors, and thus reduce the operational risk profile. In its operational risk management, the bank places emphasis on its internal controls including a strong control environment, a systematic risk assessment process and established procedures in case of critical events. Technology and product development Skandiabanken released its third version of the online bank in 2015. Skandiabanken 3.0 is a multi-platform online banking solution developed with “mobile first” as the starting point. The responsive design ensures that customers face the same interface, with the same functionality and products available across all devices and screen sizes. The new Skandiabanken 3.0 is highly flexible with content adaptable to each customer. In a study by Deloitte and Halogen, published in April 2015, the new mobile bank solution was rated as the best solution in the Norwegian market. The bank applies agile-framework and methods for the development and maintenance processes and strives to frequently introduce updates to customers. 36 (continued) In line with Skandiabanken’s ambition to continuously improve and simplify the user experience, Skandiabanken has six different log-in options, including the use of QR-code launched in 2015. In early 2016, Skandiabanken opened up for login with Touch-ID for customers using Apple’s iPhone. During 2015, the bank also introduced an updated stock trading platform in the online bank with improved design and functionality based on the same responsive user interface as Skandiabanken 3.0. Skandiabanken has continued its strong emphasis on security. After receiving the “Fidus price” for distinguished work with IT-security in both 2010 and 2011, Skandiabanken was nominated for this price also in 2015. The focus on security is assured through a competent security organisation and important security issues are discussed monthly in a dedicated security forum. The bank monitors IT-stability based on several measures. During 2015, user experienced stability has been satisfactory and according to internal targets. Corporate governance Skandiabanken follows the Norwegian code of practice for Corporate Governance, as described in this report on pages 18 to 23. During 2015 the Board of Directors of Skandiabanken ASA held ten meetings including meetings held before the Reorganisation on 5 October 2015. The main focus of the board in 2015 has been the transition from a Norwegian branch of Skandiabanken AB to an independent Norwegian bank, and the subsequent listing of the bank’s shares on the Oslo Stock Exchange. The board’s key priorities during this phase were to ensure a proper capitalisation of the bank and relevant systems, procedures, capacity and competence for risk management. The bank’s strategy, financial results, funding and risk management have also been priorities, as well as changes to the macroeconomic and regulatory environment. The Board of Directors has three sub-committees: the Audit committee, the Risk Management committee and the Compensation committee. The sub-committees have scheduled meetings related to their respective areas of responsibility. Corporate Social Responsibility The bank’s products and services constitute an important function in the society. Therefore, it is necessary to practice a long-term perspective and manage the business in a responsible manner. As a former part of the Skandia Group, Skandiabanken benefitted from being a part of the Skandia Group’s CSR programme. After the Reorganisation the bank is in the process of establishing its own CSR activities and guidelines. The bank shall respect fundamental human rights and human dignity as expressed in international conventions, such as: UN human rights conventions, the European Convention on Human Rights and other conventions to which Norway is a signatory. The Board of Directors’ report bank shall also support and adhere to the principles of the UN Global Compact. Skandiabanken aims to be a responsible bank. Everything the bank does and communicates shall be transparent and «fair deal» shall be evident in concepts, product development and pricing. Skandiabanken shall be a responsible everyday bank which enables its customers to make smart economic choices and conscientious purchases of banking products. Ethics and anti-corruption Skandiabanken has an established policy for ethics, which sets out criteria and guidelines to further awareness of, and compliance with, the high ethical standards required of all Skandiabanken employees and the Board of Directors. Ethical standards are also an integral part of the bank’s standard conditions of employment. All new employees are trained in the policy and supporting guidelines, which is also subject to a mandatory annual review for all of the bank’s employees. Anti-money laundering Skandiabanken has an established policy for anti-money laundering, which sets out the control and surveillance mechanisms, risk analyses and activities in order to secure adequate controls in respect of the identified risks. Internal activities are coordinated by dedicated anti-money laundering responsible staff. Customer privacy and information security Skandiabanken handles substantial amounts of customer data. Skandiabanken has an established policy for information security, which sets out the protective actions against undesired deviations within confidentiality, integrity, availability and traceability. Operations and the environment Skandiabanken’s direct impact on the climate and the environment is mainly related to general consumption, business travel, waste management and energy-efficient operations. The bank continuously develops new products and services which reduces the impact on the environment. Application and signing of credit agreement online, mobile banking, SMS services and electronic distribution of letters and agreements reduces both logistics and paper consumption. The target is that all processes shall become paperless. As the first bank in Norway, Skandiabanken in 2010 introduced ethical branding of mutual funds available on its fund trading platform. In order to contribute to the transition towards a more environmental friendly car fleet in Norway, Skandiabanken offers more affordable loans to cars which fulfil the EU limit of less than 120 grams CO2 emission per kilometre. The bank’s offices are located close to a public transport hub, which enables employees to use public transport in commuting to their job. The bank’s parking premises facilitate charging of electric vehicles, and Skandiabanken encourages the use of carpooling. (continued) Work environment, sickness absence and HSE In order for the bank to be able to attract and retain capable employees, the bank aims to create a positive working environment characterised by well-being and satisfied employees. The bank promotes work/life balance and has flexible work schemes that make it easier to combine a career with family life. This leads to highly motivated and high performing employees that can evolve and combine their expertise with customer focus and commitment. In 2015, sickness absence was 4.7 percent, up from 3.0 percent in 2014. The bank closely monitors and evaluates the sickness absence measure on a monthly basis to ensure proper actions are initiated as early as possible. Employees on long-term sickness leave are offered coaching and guidance by the bank’s HR-department. Every year the bank performs two organisational surveys focusing on culture as well as employee satisfaction and leadership. The results are overall positive. Among other aspects, the surveys seek to measure differences between genders regarding salary and development opportunities, employee accountability, satisfaction and commitment as well as issues regarding harrassment. The results are followed up closely by line managers and the HRdepartment. Skandiabanken aims to actively protect the working environment. The bank’s ethical guidelines emphasises the bank’s focus to prevent discrimination and harassment. During 2015, no work related injuries or accidents were recorded. Equal rights The bank’s policy is to combat discrimination based on ethnicity, religion, gender, age, marital status, sexual orientation or disabilities. In 2015 Skandiabanken had a workforce corresponding to 270 full time equivalents, of which 53 percent men and 47 percent women. The Board of directors consists of six members of which three men and three women. The Executive management group consists of ten members, of which seven men and three women. Skandiabanken has a total of 23 appointed managers, of which 13 men and 10 women. Regulatory framework On June 15, The Ministry of Finance established a new regulation regarding requirements for new mortgages. The regulations stipulate requirements regarding the customers’ ability to service the loan, loan-to-value and it regulate the use of grace periods. The new regulations did not have any material effect on Skandiabanken’s product offerings. The Ministry of Finance decided on June 18 that the level of the countercyclical capital buffer requirement for banks, a part of the CET1 requirements under Pillar 1, will be increased to 1.5 percent - ANNUAL REPORT 2015 - >> 37 Board of Directors’ report >> from 30th of June 2016, up from 1 percent that was in effect from 1st of June 2015. Based on this decision, Skandiabanken will face a CET1 requirement under Pillar 1 of 11.5 percent from 30 June 2016. at the end of 2015 mainly due to the depreciation of the Norwegian krone. Norges Bank expects the inflation rate to gradually decrease as the effect of the depreciation of the krone subsides. The circular 9/2015 «Finanstilsynets praksis for vurdering av risiko og kapitalbehov» describes the Norwegian FSA’s method for assessment of the institutions’ overall risk level and accompanying capital requirement, including division of the banks into five groups based on size, complexity, scope and the degree of risk the bank represents for the financial system (group 1 being the top). Norges Bank’s key policy rate was reduced by 0.5 percentage points, from 1.25 to 0.75 percent during 2015. Towards the end of the fourth quarter, the Norwegian FSA informed Skandiabanken ASA that the bank has been categorised in group 2, cfr. Circular 9/2015. This means that the Norwegian FSA every second year will perform a detailed evaluation with a formal response, unless specific conditions should imply otherwise. The response will be based on Skandiabanken’s filed risk and capital adequacy assessment (ICAAP) and the Norwegian FSA‘s risk assessment. The Norwegian FSA will, as part of this process, set an individual Pillar 2 requirement for the bank, to cover risks not provided for, or only partly provided for by Pillar 1 requirements. Activity in the real estate market was high in 2015, and average prices for residences increased by 7.2 percent from 2014. In December the 12-month growth in prices was 5 percent, indicating a slow-down in the price-growth. The Stavanger area saw a price decrease of 5.3 percent from December 2014 to December 2015, reflecting the effect of a slow-down in oil-related activities in this region. The ICAAP is performed annually. After the transition from a foreign branch to a stand-alone Norwegian bank, Skandiabanken conducted an update of the ICAAP for the period 2016-2018 in the first quarter for 2016. Based on this new ICAAP report the Board of Directors decided to increase the capital targets. In the report Skandiabanken assesses its Pillar 2 requirement to be 1 percent. The ICAAP has been filed with the Norwegian FSA but Skandiabanken does not expect to receive the Norwegian FSA’s response and stipulation of the Pillar 2 buffer until the second quarter of 2016, at the earliest. ICAAP for the period 2017-2019 is planned to be conducted in the autumn of 2016 and be filed with the Norwegian FSA in the fourth quarter. On 25 November, The Ministry of Finance disclosed new regulatory requirements for Liquidity Coverage Ratio (LCR) under the EU’s CRR/CRD IV regulations. The regulatory requirement will be an LCR of 70 percent from 31 December 2015, 80 percent from 31 December 2016 and 100 percent from 31 December 2017. Macroeconomic development The Norwegian economy is undergoing a moderate slowdown mainly led by reduced investments in the oil sector, a weak global economy and a low growth in mainland investments. Preliminary numbers from Statistics Norway imply that GDP growth decreased from 2.2 percent in 2014 to 1.8 percent in 2015. Statistics Norway expects a decrease in GDP growth to 1.7 percent in 2016 before a gradual increase in growth from 2017. Unemployment is still low, but increased from 3.8 percent at the end of 2014 to 4.5 percent at the end of 2015. Statistics Norway expects the unemployment rate to increase to 4.6 percent in 2016 before a reduction to 4.4 percent in 2017. The inflation rate, measured by CPI (ex. energy and adjusted for taxes) increased from 2.4 percent at the end of 2014 to 3.0 percent 38 (continued) Statistics Norway expects a moderate cyclical upturn from the second half of 2016, led by a significant increase in public spending and a turnaround in mainland industry investments. Subsequent events The transaction whereby Visa Inc. will acquire Visa Europe Ltd. is expected to close in the 2nd quarter of 2016 and is subject to approval from competition authorities in the affected markets. Skandiabanken has in January 2016 received information from Visa Norge, which has made it possible to estimate the bank’s share of the expected sales proceeds to Visa Norge. Please refer to information above and note 39 to the financial statements for further details. In January 2016, Skandiabanken ASA has entered into agreements with Atea AS for operating the bank’s office IT platform, Basefarm AS for operating the bank’s business IT platform and Tieto Norway AS for the bank’s equity and fund trading platform. These services will replace services currently provided by Livförsäkringsbolatet Skandia («Skandia Liv») and Skandiabanken AB under Transitional Service Agreements (“the TSA’s”). In January 2016, Skandiabanken in cooperation with Holberg Fondsforvaltning launched three lifecycle funds. The funds invest in other mutual funds, and the investment and risk profiles of the individual life cycle funds are adapted to three alternative time horizons. The Ministry of Finance has in February 2016 confirmed the fee for entering into the Norwegian Banks’ Guarantee Fund (Nw.: Bankenes Sikringsfond) to NOK 7.8 million, compared to the earlier estimate of NOK 40.0 million The bank lowered the interest rate level for home loans as well as deposit products with effect from 30 March 2016. Norges Bank lowered its key policy rate from 0.75 percent to 0.50 percent on 17 March 2016. Based on the ICAAP report conducted in the first quarter of 2016, the Board of Directors decided on 31 March 2016 to increase Skandiabanken’s CET1 ratio target to 13.5 percent, to implement a Tier 1 capital ratio target of 15 percent and increase the total capital ratio target to 17 percent. In the ICAAP report the Pillar 2a requirement is assessed to be 1 percent and the Pillar 2b requirement to be 0 percent, implying a total Pillar 2 requirement Board of Directors’ report of 1 percent. The increased capital ratios imply that Skandiabanken targets a capital adequacy well above the regulatory minimum, while the strong capital position enables further growth. Outlook The economic forecasts from Norges Bank document an increasing unemployment in regions with a strong connection to the oil service industry, and indicate that national unemployment is expected to increase somewhat in 2016. The growth in housing prices also weakened in 2015, but there are regional differences, and in some areas housing prices have corrected as a result of the development in the petroleum sector. A lower interest rate level and a weakened NOK exchange rate has in isolation a stimulating effect on the mainland economy, and the low interest rate level has a stimulating effect on the housing market. The incumbent government is showing willingness to implement measures in order to stimulate the Norwegian economy. Skandiabanken continuously evaluates its credit policies to ensure that the risk in the loan book does not increase significantly as a result of the macroeconomic development. Based on implemented price changes Skandiabanken expects a relatively stable development in the interest margin short term. If Norges Bank implements several key policy rate reductions in 2016, the net interest margin could be reduced during the year. (continued) The EU Commission has changed the regulation concerning interchange fees for card-based payment transactions. The change is introduced with effect from 2016 and means that provision income from card services will be reduced in 2016. Following the conversion from a foreign branch to a Norwegian commercial bank Skandiabanken ASA was listed on the Oslo Stock Exchange in the fourth quarter of 2015. In order to secure the required competence, capacity and access to support systems, the bank will in a period of up to 18 months from the establishment have certain services provided by Skandia Liv and Skandiabanken AB. The new positions necessary to operate as a stand-alone bank, fully independent of its previous owner, have been filled during the first quarter of 2016. The treasury function is expected to be operating with internal resources on the new IT platform from the second quarter of 2016. The phasing in of new IT-operation services and new equity and fund trading platform is in progress and is expected to be in operation late in the second half of 2016. Increased staffing and the phasing in of new IT systems, while the Bank during the same period purchases external services through the TSA’s, will have a negative impact on operating expenses in 2016. After the TSA’s with Skandia Liv and Skandiabanken AB are terminated, it is expected that the terms of the new agreements to a large extent will compensate for the increase in personnel expenses and other running costs related to becoming an independent bank. Bergen 31 March 2016 Niklas Midby Mai-Lill Ibsen August Baumann Øyvind Thomassen Ragnhild Wiborg Jon Holmedal (Chairman) Magnar Øyhovden (CEO) - ANNUAL REPORT 2015 - 39 40 40 SKANDIABANKEN ASA GROUP Annual accounts and notes Skandiabanken ASA Group Page Content 42 42 43 44 45 46 47 50 52 54 54 56 56 58 59 59 60 63 63 64 65 66 66 67 67 68 69 70 71 72 74 76 76 77 78 78 79 79 80 83 84 85 86 87 89 92 93 94 94 95 98 99 100 100 Income statement Statement of comprehensive income Balance sheet Statement of changes in equity Statement of cash flows Notes Skandiabanken ASA Group Note 1 Accounting principles Note 2 Critical accounting estimates and judgment in applying accounting policies Note 3 The establishment of Skandiabanken ASA Note 4 Segments Note 5 Capital adequacy Note 6 Calculation of Leverage Ratio Note 7 Financial risk management Note 8 Credit risk Note 9 Loans to customers Note 10 Loans to customers by geographical area Note 11 Credit risk exposure and collateral Note 12 Loans to and receivables from credit institutions Note 13 Loans to and receivables from central banks Note 14 Loan losses Note 15 Non-performing and doubtful loans Note 16 Guarantees and collateralised debt Note 17 Liquidity risk Note 18 LCR and NSFR Note 19 Maturity analysis of liabilities Note 20 Subordinated loan Note 21 Additional Tier 1 capital (hybrid capital) Note 22 Debt securities issued Note 23 Deposits from customers Note 24 Market risk and sensitivity Note 25 Repricing structure Note 26 Financial derivatives Note 27 Operational risk Note 28 Net interest income Note 29 Net commission and fee income Note 30 Net gain (loss) on financial instrument Note 31 Operating expenses Note 32 Remuneration to the statutory auditor Note 33 Personnel expenses and benefits/remuneration to executive management and governing bodies Note 34 Tax expense Note 35 Classification of financial instruments Note 36 Commercial paper and bonds Note 37 Shares and mutual funds Note 38 Fair value of financial instruments at amortised cost Note 39 Financial instruments at fair value Note 40 Other assets Note 41 Intangible assets Note 42 Property, plant and equipment Note 43 Other liabilities Note 44 Pensions Note 45 Related party transactions Note 46 Shareholders Note 47 Earnings per share Note 48 Subsequent events - ANNUAL REPORT 2015 - 41 Income statement In NOK thousands Note 2015 2014 Interest income Interest expense Net interest income 28 28 1 900 901 -939 075 961 826 2 092 985 -1 247 798 845 187 Commission and fee income Commission and fee expense Net commission and fee income 29 29 272 734 -116 018 156 716 267 359 -119 295 148 064 Net gain/(loss) on financial instruments Other income Other operating income 30 -11 272 58 -11 214 20 573 3 163 23 736 33, 44 31, 32 31 -197 063 -370 142 -1 298 538 825 -172 362 -287 901 -1 486 555 238 Loan losses Profit before tax 14 -29 010 509 815 -39 763 515 475 Tax expense Profit for the period 34 -134 596 375 219 -143 576 371 899 47 21 370 173 5 046 375 219 371 899 n.a 371 899 2015 2014 Profit for the period 375 219 371 899 Other comprehensive income: Net change in fair value of financial assets available for sale Tax effect Other comprehensive income that can be reclassified to profit or loss after tax 93 265 8 881 102 146 -7 063 1 907 -5 156 19 411 -5 435 13 976 -5 159 1 393 -3 766 Total components of other comprehensive income (after tax) 116 122 -8 922 Total comprehensive income for the period 491 341 362 977 486 295 5 046 491 341 362 977 n.a 362 977 Personnel expenses Administrative expenses Depreciation and impairment of fixed and intangible assets Profit before loan losses Attributable to Attributable to shareholders Attributable to additional Tier 1 capital holders Profit for the period Statement of comprehensive income In NOK thousands Actuarial gains (losses) Tax effect Other comprehensive income that can not be reclassified to profit or loss after tax Attributable to Attributable to shareholders Attributable to additional Tier 1 capital holders Total comprehensive income for the period 42 Note 44 21 SKANDIABANKEN ASA GROUP Balance sheet In NOK thousands Note Assets Cash and receivables with central bank Loans to central bank Loans to and receivables from credit institutions Loans to customers Total loans to customers, central bank and credit institutions Commercial paper and bonds available for sale Shares and funds available for sale Derivatives Intangible assets Deferred tax assets Property, plant and equipment Other assets Advance payments and accrued income Total assets Liabilities Loans and deposits from credit institutions Deposits from customers Debt securities issued Taxes payable Pension commitments Other liabilities Subordinated loan Total liabilities Equity Synthetic capital Share capital Share premium Additional Tier 1 capital Other equity Total equity Total liabilities and equity 31.12.15 31.12.14 11, 13 11, 13 11, 12 8, 9, 10, 11, 14 559 507 0 605 532 56 763 604 57 928 643 587 744 700 000 203 103 50 951 177 52 442 024 11, 16, 36, 39 11, 37, 39 11, 26 41 34 42 40 7 280 733 139 912 555 832 10 068 3 581 139 159 77 499 65 580 982 9 057 050 2 486 0 0 7 473 2 425 97 701 107 763 61 716 922 12 17, 19, 23 17, 19, 22 34 44 43 17, 20 11 515 45 457 206 14 992 661 32 789 23 092 278 895 498 812 61 294 970 11 638 42 427 557 15 688 089 139 139 43 407 284 365 443 045 59 037 240 0 1 065 250 2 609 918 405 046 205 798 4 286 012 65 580 982 956 278 0 0 0 1 723 404 2 679 682 61 716 922 46 21 Subsequent events 48 Bergen 31 March 2016 Niklas Midby Mai-Lill Ibsen August Baumann Øyvind Thomassen Ragnhild Wiborg Jon Holmedal (Chairman) Magnar Øyhovden (CEO) - ANNUAL REPORT 2015 - 43 Statement of changes in equity In NOK thousands Equity as at 01.01.14 Skandiabanken AB NUF Profit for the period Synthetic capital Share capital Share premium Additional Tier 1 capital 297 000 -21 382 17 254 0 Actuarial gains and losses for the period Net change in fair value of financial instruments available for sale Changes in fair value of financial Actuarial instruments gains and available for losses sale Total equity 1 360 309 1 653 181 371 899 371 899 -3 766 0 -3 766 -5 156 Implementing effect of IAS19R 01.01.14 -5 156 4 246 4 246 Capital increase in Skandiabanken AB NUF in the period 01.01.14 to 31.12.14 659 278 Balance sheet as at 31.12.14 956 278 -20 902 12 098 1 732 208 2 679 682 Balance sheet as at 01.01.15 956 278 -20 902 12 098 1 732 208 2 679 682 270 694 270 694 659 278 Profit for the period (01.01.15 to 04.10.15) Actuarial gains and losses for the period (01.01.15 to 04.10.15) -859 Net change in fair value of financial instruments available for sale (01.01.15 to 04.10.15) Capital increase in Skandiabanken AB NUF in the period 01.01.15 to 04.10.15 Balance sheet as at 04.10.15 Hereof share capital as at 05.10.15 in Skandiabanken ASA (see note 3) 423 600 -21 761 589 2 382 780 2 382 780 -21 761 1 000 000 2 382 780 -21 761 -21 761 589 589 589 3 361 608 99 478 Profit for the period to Tier 1 capital holders (05.10.15 to 31.12.15) 5 046 Actuarial gains and losses for the period (05.10.15 to 31.12.15) 14 835 14 835 113 657 292 388 400 000 1 065 250 113 657 227 138 Issue of Tier 1 capital 05.10.15 net of issuing cost 2 609 918 * Expenses of NOK 7.5 million related to the capital increase is recorded against the share premium 99 478 5 046 Net change in fair value of financial instruments available for sale (05.10.15 to 31.12.15) 65 250 3 361 608 1 000 000 Profit for the period to other equity (05.10.15 to 31.12.15) Balance sheet as at 31.12.15 2 002 902 1 000 000 Hereof accumulated changes in fair value of financial instruments available for sale as at 05.10.15 in Skandiabanken ASA Capital increase 02.11.15 net of issuing cost* -11 511 423 600 1 379 878 Hereof actuarial gains and losses as at 05.10.15 in Skandiabanken ASA Total ingoing balance as at 5.10.15 in Skandiabanken ASA -859 -11 511 Hereof share premium as at 05.10.15 in Skandiabanken ASA (see note 3) 44 Other equity 405 046 -6 926 114 246 -1 000 399 000 98 478 4 286 012 SKANDIABANKEN ASA GROUP Statement of cash flows 01.01 - 31.12 In NOK thousands Note Cash flow from operating activities Net payments on loans to customers Interest received on loans to customers Net receipts on deposits from customers Interest paid on deposits from customers Net receipts/payments from buying and selling financial instruments at fair value Interest received from commercial paper and bonds Receipts related to commissions and fees Payments related to commissions and fees Payments related to administrative expenses Payments related to personnel expenses Taxes paid** Other receipts/payments Net cash flows from operating activities 2014 -5 816 226 1 767 940 3 029 648 -695 861 1 733 656 142 062 271 146 -111 640 -374 199 -197 178 -240 091 -10 360 -501 103 -7 533 181 1 834 727 4 639 486 -933 460 -1 937 272 157 913 266 492 -117 886 -288 438 -181 786 -84 755 51 123 -4 127 037 42 41 -2 440 -847 -3 287 -593 0 -593 EQ* 20 EQ* 20 28 21 423 600 -443 045 292 388 498 750 -12 772 400 000 0 3 305 000 -4 035 000 -250 339 178 582 659 728 -2 365 088 0 0 -13 327 0 0 10 500 000 -3 485 000 -271 495 5 024 818 Total net cash flow -325 808 897 188 Cash at the beginning of the period Cash at the end of the period Change in cash 1 490 847 1 165 039 -325 808 593 659 1 490 847 897 188 Cash Cash and receivables with central bank Loans to central bank Loans to credit institutions Total cash 559 507 0 605 532 1 165 039 587 744 700 000 203 103 1 490 847 Cash flows from investment activities Payments on the acquisition of fixed assets Payments on the acquisition of intangible assets Net cash flows from investment activities Cash flows from financing activities Receipts on synthetic capital to Skandiabanken AB NUF before 04.10.15 Payment of subordinated loan to Skandiabanken AB Receipts on share capital and share premium net of issuing cost Receipts on subordinated loan net of issuing cost Interest paid on subordinated loan Receipts on issued additional Tier 1 capital Interest paid on additional Tier 1 capital Receipts on issued bonds and commercial paper Payments on matured and redeemed bonds and commercial paper Interest paid on issued bonds and commercial paper Net cash flows from financing activities 9, 10 28 23 28 36 28 29 29 31, 32 33 34 2015 22 22 28 EQ* = see Statement of changes in equity ** = see note 34 Tax expense - ANNUAL REPORT 2015 - 45 46 Notes 46 SKANDIABANKEN ASA GROUP Note 1 Accounting principles 1. General information Skandiabanken ASA and its wholly owned subsidiary Skandiabanken Boligkreditt AS are incorporated in Norway. Its registered office is Folke Bernadottesvei 38 in Bergen, Norway. Skandiabanken ASA and Skandiabanken Boligkreditt AS were incorporated 17 April 2015. On 5 October 2015 the business of Skandiabanken AB NUF (branch of Skandiabanken AB in Sweden) was reorganised into Skandiabanken ASA and Skandiabanken Boligkreditt AS. The reorganisation is accounted for as a capital reorganisation. Reference is made to note 3 for a description of the transaction and the accounting treatment. Skandiabanken ASA was listed on Oslo Stock Exchange on 2 November 2015. 2. Basis of preparation The consolidated financial statements have been prepared in ac cordance with International Financial Reporting Standards (IFRS). The Bank has applied all standards and interpretations approved by International Accounting Standards Board (IASB) and International Financial Reporting Interpretations Committee (IFRIC), as endorsed by the EU, that are relevant to the business of the Bank and that are mandatory for accounting periods starting 1 January 2015. The consolidated financial statements have been prepared under the historical cost convention, except for financial instruments measured at fair value through profit or loss. The comparable figures for 2014 are to some extent restated or reclassified to comply with the presentation of the financial statements of 2015. This has been done solely for presentation purposes and to provide better comparability for the reader. Reference is made to Note 3. The consolidated financial statements have been prepared on a going concern basis, and were approved by the Board of Directors 31 March 2016. 3. New or revised standards and interpretations effective from 1 January 2015 The Bank has not adopted any new standards, revised standards or interpretations effective from 1 January 2015 that have had a material impact on the financial statements. Skandiabanken ASA was listed on Oslo Stock Exchange on 2 November 2015, and as a result the Bank now report earnings per share in accordance with IAS 33 Earnings per share. In addition, IFRS 8 Operating segments, is mandatory for the Bank. The Bank consider the business of Skandiabanken ASA to be one operating segment, “Private consumer market”. 4. New and revised standards effective from 1 January 2016 or later Certain new standards and interpretations have been issued that are mandatory for the annual periods beginning on or after 1 January 2016 or later, and which the Bank has not early adopted. IFRIC 21 “Levies” The interpretation clarifies the accounting for an obligation to pay a levy that is not income tax. The obligating event that gives rise to a liability is the event identified by the legislation that triggers the obligation to pay the levy. Skandiabanken ASA is member of “The Norwegian Banks’ Guarantee Fund” and pays an annual levy to the fund that is imposed 1 January each year. In accordance with IFRIC 21, the levy to the fund is recognised as a cost in the first quarter, while prior practice was to recognise the levy over the four quarters of the year as the annual fee covered a one-year membership. IFRS 15 Revenue from contracts with customers IFRS 15 will replace IAS 18 which covers contracts for goods and services and IAS 11 which covers construction contracts. The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer – so the no tion of control replaces the existing notion of risks and rewards. For Skandiabanken ASA it is mainly recognition of revenue from commissions that will affected by the standard. Management is yet to assess the full effects of the standard, but the preliminary view is that the impact will be limited except for increased disclosure requirements. IFRS 9 Financial instruments: Classification and measurement IFRS 9 Financial instruments introduce new features of categoris ing financial instruments and measurement. IFRS 9 is effective for accounting periods starting on 1 January 2018 or later. The key features of IFRS 9 are as follows: Financial assets are required to be classified into three categories: fair value through other comprehensive income, fair value through profit or loss and amortised cost. The decision is to be made at initial recognition, and the classification depends on the entity’s business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. An instrument is subsequently measured at amortised cost only if it is a debt instrument and both (i) the objective of the entity’s business model is to hold the asset to collect the contractual cash flows, and (ii) the asset’s contractual cash flows represent pay ments of principal and interest only (that is, it has only “basic loan features”). All other financial instruments are to be measured at fair value through profit or loss. IFRS 9 also introduces the expected loss model, in which the entity will recognise expected loss for the next twelve months on initial recognition rather than today’s practice of recognising loss when it is incurred. Hedge accounting requirements were amended to align accounting more closely with risk management. Managements is yet to quantify the effects of the standard, but expects a change in recognised loss provisions. IFRS 16 Leases IFRS 16 will be effective as of 1 January 2019. The standard is not yet endorsed by EU. In accordance with IFRS 16, all future lease payment obligations under material lease agreements with a lease term of more than 12 months, shall be recognised in the balance sheet as a liability. Accordingly, the future right to use the leased assets shall be recognised in the balance sheet as an asset. 5. Revenue recognition Net interest income Interest income is recognised on an accrual basis using the effective interest method. This method defers, as part of interest income or expense, all fees paid or received between the parties - ANNUAL REPORT 2015 - >> 47 >> Note 1 Accounting principles (continued) to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums or discounts. Fees integral to the effective interest rate include origination fees received or paid by the entity relating to the creation or acquisition of a financial asset or issuance of a financial liability. Net commission and fee income Income from different customer services are recognised depending on the type of services. Fees are recognised as income when the service is rendered or when a material part of the service have been completed. Commissions arise from transactions and are recognised as revenue when the transactions have been settled. 6. Foreign currency translation The presentation currency and functional currency of the Group is NOK. Transactions in foreign currency are translated into the functional currency at the exchange rate on the date of transaction. Realised currency gains or losses arising from the settlement of transactions and from the translation of monetary assets and liabilities at the end of the period exchange rates are recognised in profit or loss. 7. Property, plant and equipment Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and that the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred. 8. Intangible non-current assets Costs associated with maintaining software programmes are recognised as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the group are recognised as intangible assets when the following criteria are met: • It is technically feasible to complete the software so that it will be available for use • Management intends to complete the software and use or sell it • There is an ability to use or sell the software • It can be demonstrated how the software will generate probable future economic benefits • Adequate technical, financial and other resources to complete the development and to use or sell the software are available; and • The expenditure attributable to the software during its development can be reliably measured. Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use. 9. Financial instruments Recognition and derecognition Financial instruments are recognised when the entity becomes a party to the contractual provisions of the instrument. All purchases and sales of financial assets that require delivery within the time frame established by regulation or market convention (“ordinary 48 way” purchases and sales) are recorded at trade date, which is the date on which the Group commits to deliver a financial asset. Trading securities, derivatives and other financial instruments at fair value through profit or loss are initially recorded at fair value. All other financial instruments are initially recorded at fair value plus transaction costs. Fair value at initial recognition is best evidenced by the transaction price. The Group derecognises financial assets when (a) the assets are redeemed or the rights to cash flows from the assets otherwise expired or (b) the Group has transferred the rights to the cash flows from the financial assets or entered into a qualifying pass-through arrangement while (i) also transferring substantially all risks and rewards of ownership of the assets or (ii) neither transferring nor retaining substantially all risks and rewards of ownership, but not retaining control. Control is retained if the counterparty does not have the practical ability to sell the asset in its entirety to an unrelated third party without needing to impose restrictions on the sale. Financial assets are on initial recognition classified in one of the following categories: -Trading - Loans and receivables - Financial assets at fair value through profit or loss -Available-for-sale - Investments held to maturity Trading 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 that on initial recognition is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern. Loans and receivables Loans and receivables are non-derivative financial assets with cash flows that are fixed or determinable that are not quoted in an active market. Impairment losses are recognised in profit or loss for the year when incurred as a result of one or more events (“loss events”) that occurred after the initial recognition of the financial assets and which have an impact on the amount or timing of the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. If the Group determines that no objective evidence exists that impairment was incurred for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics, and collectively assesses them for impairment. Investment securities available for sale This classification includes investment securities which the Group intends to hold for an indefinite period of time and which may be sold in response to needs for liquidity or changes in interest rates, exchange rates or equity prices. Investment securities available for sale are carried at fair value. Dividends on available-for-sale equity instruments are recognised in profit or loss for the year when the Group’s right to receive payment is established and it is probable that the dividends will be collected. All other elements of changes in the fair value are recognised in other comprehensive income until the investment is derecognised or impaired, at which time the cumulative gain or loss is reclassified from other comprehensive income to profit or loss for the year. Impairment losses are recognised in profit or loss for the year when incurred as a result of one or more events (“loss events”) that occurred after the initial SKANDIABANKEN ASA GROUP recognition of investment securities available for sale. A significant or prolonged decline in the fair value of an equity security below its cost is an indicator that it is impaired. The cumulative impairment loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that asset previously recognised in profit or loss – is reclassified from other comprehensive income to profit or loss for the year. Impairment losses on equity instruments are not reversed and any subsequent gains are recognised in other comprehensive income. If, in a subsequent period, the fairvalue of a debt instrument classified as available for sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss is reversed through profit or loss for the year. 12. Fair value Investments held to maturity Held-to-maturity investments are non-derivate financial assets with fixed or determinable payments and fixed maturity that an entity has the positive intention and ability to hold to maturity other than: - Those that the entity upon initial recognition designates as at fair value through profit or loss - Those that the entity designates as available for sale; and - Those that meet the definition of loans and receivables. Investments held to maturity is recognised at amortised cost using the effective interest method. Reference is made to note 39 for a description of the fair value hierarchy. 10. Financial debt The Banks financial debt consist of debt to other banks, customer deposits and issued securities (covered bonds). Due to other banks and customer deposits Amounts due to other banks and deposits from customers are recorded at fair value on initial recognition, and subsequently carried at amortised cost using the effective interest rate method. Debt securities issued The Bank has through its subsidiary Skandiabanken Boligkreditt AS issued covered bonds. The covered bonds are recognised initially at fair value adjusted for transaction costs. Subsequently, the covered bonds are carried at amortised cost using the effective interest rate method. Subordinated debt Subordinated debt is recognised at fair value initially, including transaction costs. Subsequently, the subordinated debt are carried at amortised cost using the effective interest rate method. 11. Additional Tier 1 capital 5 October 2015, Skandiabanken ASA issued a hybrid capital instrument with a nominal value of NOK 400 million. The instrument is perpetual with rights for the issuer to redeem the capital at specific dates. The loan agreement fulfils the Norwegian regulatory capital requirements for inclusion in the Bank’s Tier 1 capital. The Bank has the right at its sole discretion, to withhold interest and/or redemption of the instrument. Due to these characteristics, the loan does not meet the definition of debt according to IAS 32 and as such is classified as equity. A share of profit that corresponds to accrued interest under the instrument is allocated to the debt investors and accumulated as additional tier 1 capital, classified as equity. Paid interest will reduce the additional tier 1 capital upon payment. Transaction costs related to the issue of additional tier 1 capital is charged directly to other equity, which is similar to the accounting treatment of transaction costs related to share issues. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. For financial assets with quoted prices in an active market place, fair value is determined to be the quoted price on the last trade date prior to the measurement date. When a price for an asset or liability is not observable in an active market, the Group measures fair value using another valuation technique that maximises the use of relevant observable inputs and minimises the use of unobservable inputs. Valuation techniques include discounted cash flow models and option pricing models. 13.Dividends Dividends from investments are recognised when the Bank has an unconditional right to receive the dividend. 14. Liabilities accruals Provisions for liabilities and charges are non-financial liabilities of uncertain timing or amount. They are accrued when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. 15. Post-employment benefits Defined benefit plans are recognised at the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of covered bonds that are denominated in the currency in which the benefits will be paid, and that have terms approximating to the terms of the related obligation. The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit or loss. Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet. Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in profit or loss as past service cost. 16. Income tax Income taxes have been provided for in the consolidated financial statements in accordance with legislation enacted or substantively enacted by the end of the reporting period. The income tax charge comprises current tax and deferred tax and is recognised in profit or loss for the year, except if it is recognised in other - ANNUAL REPORT 2015 - >> 49 Note 1 Accounting principles (continued) >> comprehensive income or directly in equity because it relates to transactions that are also recognised, in the same or a different period, in other comprehensive income or directly in equity. Current tax is the amount expected to be paid to, or recovered from, the taxation authorities in respect of taxable profits or losses for the current and prior periods. Taxable profits or losses are based on estimates if the financial statements are authorised prior to filing relevant tax returns. Taxes other than on income are recorded within administrative and other operating expenses. Deferred income tax is provided using the balance sheet liability method for tax loss carry forwards and temporary differences arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. In accordance with the initial recognition exemption, deferred taxes are not recorded for temporary differences on initial recognition of an asset or a liability in a transaction other than a business combination if the transaction, when initially recorded, affects neither accounting nor taxable profit. Deferred tax liabilities are not recorded for temporary differences on initial recognition of goodwill, and subsequently for goodwill which is not deductible for tax purposes. Deferred tax balances are measured at tax rates enacted or substantively enacted at the end of the reporting period, which are expected to apply to the period when the temporary differences will reverse or the tax loss carryforwards will be utilised. Deferred tax assets and liabilities are netted only within the individual companies of the Group. Deferred tax assets for deductible temporary differences and tax loss carryforwards are recorded only to the extent that it is probable that future taxable profit will be available against which the deductions can be utilised. Deferred income tax is not recognised on post acquisition retained earnings and other post acquisition movements in reserves of subsidiaries where the Group controls the subsidiary’s dividend policy, and it is probable that the difference will not reverse through dividends or otherwise in the foreseeable future. 17.Consolidation power to direct relevant activities of the entity that significantly affect their returns, has exposure, or rights, to variable returns from its involvement with the entity and has the ability to use its power over the entity to affect the amount of investor’s returns. Noncontrolling interests are part of the Group’s equity. Elimination of intercompany transactions All intercompany balances, gain or loss arising from transactions between group companies are eliminated in the consolidated accounts. 18. Operating segments No segment information has been prepared, as the entire operation of the Skandiabanken ASA group is deemed to constitute one segment “Private Consumer Market” under IFRS 8. Currently, the Skandiabanken ASA group offers services and products intended exclusively for private individuals. In the supervisory activities performed by the board and management, the customer base is not divided into different business segments that are followed up over time. The company’s products are divided into various groups which are followed up by different value chains and product managers. The groups comprise the following products and services: Lending: Home loans, car loans, credit cards, overdraft facilities, personal loans and custody account lending. Deposits: All-in-one, high-interest and security deposit accounts, as well as BSU (young home buyer’s savings account). Payment services: Invoice payments, international payments, card transactions, etc. Security: Log-in, security solutions, etc. The products in these groups are followed up by management, but the focus is shifted depending on the overall situation for the business as a whole. The Bank’s own investment activities do not form a separate reportable segment, and are therefore presented in conjunction with Private Market. Since the Bank operates only in Norway, the reporting of geographical and secondary segments is not considered relevant. Important classes of assets (home loans) and liabilities (deposits) are, however, broken down geographically and presented in a separate note. The consolidated accounts include Skandiabanken ASA and subsidiaries that Skandiabanken ASA controls because it has the Note 2 Critical accounting estimates and judgments in applying accounting policies The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgment in applying the group’s accounting policies. This note provides an overview of the areas that involved a higher degreed of judgment or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be incorrect. The Group makes estimates and assumptions that affect the 50 amounts recognised in the consolidated financial statements, and the carrying amounts of assets and liabilities within the next financial year. Estimates and judgments are continually evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Management also makes certain judgments, apart from those involving estimations, in the process of applying the accounting policies. Judgments that have the most significant effect on the amounts recognised in the consolidated financial statements and SKANDIABANKEN ASA GROUP Note 2 Critical accounting estimates and judgments in applying accounting policies (continued) estimates that can cause a significant adjustment to the carrying amount of assets and liabilities within the next financial year include: 1. Fair value of financial assets and financial liabilities There is an inherent uncertainty related to the fair value of financial instruments that are not quoted in an active market, in particular securities that are recognised at fair value using unobservable inputs (Level 3 in the fair value hierarchy). Reference is made to note 39 for further description of the valuation process of financial instruments. 2. Impairment losses Loans and advances carried at amortised cost are assessed for impairment at each balance sheet date. Impairment losses are recognised in profit or loss for the year when incurred as a result of one or more events (“loss events”) that occurred after the initial recognition of the financial asset and which have an impact on the amount or timing of the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. If the Group determines that no objective evidence exists that impairment was incurred for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics, and collectively assesses them for impairment. The primary factors that the Group considers when determining whether a financial asset is impaired are its overdue status and whether the collateral cover the outstanding claim. The following other principal criteria are also used to determine whether there is objective evidence that an impairment loss has occurred: - any instalment is overdue and the late payment cannot be attributed to a delay caused by the settlement systems; - the borrower experiences a significant financial difficulty as evidenced by the borrower’s financial information that the Group obtains; - the borrower considers bankruptcy or a financial reorganisation; - there is an adverse change in the payment status of the borrower as a result of changes in the national or local economic conditions that impact the borrower; or - the value of collateral significantly decreases as a result of deteriorating market conditions. For the purposes of a collective evaluation of impairment, financial assets are grouped on the basis of similar credit risk characteristics. Those characteristics are relevant to the estimation of future cash flows for groups of such assets by being indicative of the debtors’ ability to pay all amounts due according to the contractual terms of the assets being evaluated. Future cash flows in a group of financial assets that are collectively evaluated for impairment, are estimated on the basis of the contractual cash flows of the assets and the experience of management in respect of the extent to which amounts will become overdue as a result of past loss events and the success of recovery of overdue amounts. Past experience is adjusted on the basis of current observable data to reflect the effects of current conditions that did not affect past periods, and to remove the effects of past conditions that do not exist currently. If the terms of an impaired financial asset held at amortised cost are renegotiated or otherwise modified because of financial difficulties of the borrower or issuer, impairment is measured using the original effective interest rate before the modification of terms. The renegotiated asset is then derecognised and a new asset is recognised at its fair value only if the risks and rewards of the asset substantially changed. This is normally evidenced by a substantial difference between the present values of the original cash flows and the new expected cash flows. Impairment losses are always recognised through an allowance account to write down the asset’s carrying amount to the present value of expected cash flows (which exclude future credit losses that have not been incurred) discounted at the original effective interest rate of the asset. The calculation of the present value of the estimated future cash flows of a collateralised financial asset reflects the cash flows that may result from foreclosure less costs for obtaining and selling the collateral, whether or not foreclosure is probable. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor’s credit rating), the previously recognised impairment loss is reversed by adjusting the allowance account through profit or loss for the year. Uncollectible assets are written off against the related impairment loss provision after all the necessary procedures to recover the asset have been completed and the amount of the loss has been determined. Subsequent recoveries of amounts previously written off are credited to impairment loss account in profit or loss for the year. 3. Post-employment benefits Fair value of defined post-employment benefit liabilities are estimated based on a number of actuarial and economical assumptions. The discount rate will have the most important impact. The post-employment benefit obligations are valued by independent qualified actuaries, based on assumptions recommended by the Norwegian Accounting Standards Board (“NRS”), adjusted if needed to reflect circumstances specific for the Bank. 4. Intangible assets In the event of impairment indicators, intangible assets are assessed for impairment by estimating the assets recoverable amount. The estimation uncertainty in these tests are related to discount rate and cash flow forecasts. - ANNUAL REPORT 2015 - 51 Note 3 The establishment of Skandiabanken ASA Background In January 2015 Livförsäkringsbolaget Skandia, ömsesidigt announced that it was considering a listing of Skandiabanken AB’s Norwegian banking business (Skandiabanken AB NUF to facilitate continued growth. Skandiabanken ASA was floated on the Oslo Stock Exchange on 2 November 2015. Skandiabanken AB’s Norwegian business was organised as a branch of Skandiabanken AB, and legally registered in Norway as Skandiabanken AB NUF. In order to spin the business off as an independent listed company, a number of transactions were carried out in advance of flotation. Skandiabanken ASA was incorporated on 17 April 2015 as Midgard Prosjekt 1 ASA. On 5 October 2015 the business belonging to Skandiabanken AB NUF (with the exception of business activities transferred to Skandiabanken Boligkreditt AS) was transferred in a cross-border demerger/merger (pursuant to s 14-12(4) of the Public Limited Companies Act and Chapter 11 of the Taxation Act) to Midgard Prosjekt I ASA (which later changed its name to “Skandiabanken ASA”). Skandiabanken AB retained all rights to the brand name “Skandiabanken”, “Skandia”, “Ideer for livet”, domain names associated with the brand names and liabilities associated with tax for Skandiabanken AB. Since Skandiabanken AB NUF had never had these rights, it is not deemed to be a relevant issue in the assessment below. All other assets and liabilities associated with the Norwegian business were spun off from Skandiabanken AB. On the same day, 17 April 2015, Skandiabanken Boligkreditt AS (“Boligkreditt”) was incorporated as a subsidiary of Midgard Prosjekt I ASA with the name Midgard Prosjekt II AS. Its object was to act as a Covered Bonds company for the Skandiabanken Group in Norway. In connection with the spin-off of the Norwegian banking business from Skandiabanken AB on 5 October, the covered bonds belonging to the Norwegian business were moved to Boligkreditt by means of a “redemption-in-kind”, which means that the old bonds were swapped for newly issued bonds from Boligkreditt on the same terms and conditions as the old ones. At the same time, sufficient home loans were transferred to Boligkreditt to satisfy the funding surety requirements. These transactions were a prerequisite for the reorganization and was there part of the agreement structure. 1) Consolidated financial statements for Skandiabanken ASA In the Bank’s opinion, a transaction encompassing companies under the same control, where a newly incorporated parent company takes over an existing business must be recognised as a “capital reorganisation”. Such a transaction is not deemed to be a business combination under IFRS 3, nor a combination with reverse takeover, since the newly established parent has no existing business. The establishment of the Skandiabanken ASA Group (Skandiabanken ASA and Skandiabanken Boligkreditt AS together), where the business previously belonging to Skandiabanken AB NUF and assets and liabilities associated with the Norwegian business operated through the branch Skandiabanken AB NUF are transferred to the newly established companies Skandiabanken ASA and Skandiabanken Boligkreditt AS, is deemed to represent such a case. This means that assets and liabilities in the existing business are recognised in Skandiabanken ASA’s consolidated financial statements at their book value at the time the transaction took 52 place (continuity). The reason for this is that, for accounting purposes, there is no financial substance to the transaction, since, in reality, the new group structure takes over the entire business previously organised in the branch, Skandiabanken AB NUF and thereby reflects the profit/loss and balance of the existing business. The only thing that is changed by the transactions is the legal structure. In a capital reorganisation the new company’s consolidated financial statements will reflect the existing business’s results (including comparable figures), even though the reorganisation has occurred in the middle of a financial period. The consolidated financial statements, which comprise Skandiabanken ASA and Skandiabanken Boligkreditt AS, and which close on 31 December 2015, will therefore show the accounting information for the two entities combined for the entire period and for the entire comparable period, which means that Skandiabanken AB NUF’s financial statements will be used as the basis for the periods in which Skandiabanken ASA and Skandiabanken Boligkreditt AS formally had no business activity. 2) Recognition and presentation in the parent company’s financial statements In the financial statements of the parent company, Skandiabanken ASA, it will also be natural to make use of a capital reorganisation perspective, since it is a transaction under the same control, where a newly incorporated “parent” has no commercial activity before the transaction takes place. The same conditions are relevant in connection with the establishment of Skandiabanken Boligkreditt AS. With respect to the presentation of comparable figures, one must, however, take into account that only part of the business belonging to Skandiabanken AB NUF has been transferred to Skandiabanken ASA (the rest, including covered bond financing and home loans) has been transferred to Skandiabanken Boligkreditt AS). The objective of showing a full accounting history in a capital reorganisation is to show the unit as if no transaction has occurred, since performance of the transactions causes no real financial change on the part of the joint owner. However, for Skandiabanken ASA’s parent company financial statements there will not be a oneto-one relationship between the old business in Skandiabanken AB NUF and the new Skandiabanken ASA. It is therefore not expedient to present comparable figures, since only part of the former business has wound up in the parent company. Such an apportionment could quickly give the impression of being pro forma, since many of the items must be allocated. In our assessment, there is no duty to choose the same solution for the consolidated financial statements and the parent company financial statements in such a case. One can therefore choose a solution where the parent company’s financial statements present figures only for the period in which the parent (and correspondingly the subsidiary) has existed (but where assets taken over from Skandiabanken AB NUF are measured and recognised at Skandiabanken AB NUF’s book values at that time, i.e. another variant of the continuity perspective). The income statement for Skandiabanken ASA Group for the period from the transaction date and until 31. December 2015 is found on the next page. SKANDIABANKEN ASA GROUP Note 3 The establishment of Skandiabanken ASA (continued) Income statement for the period 05.10.15 to 31.12.15 for Skandiabanken ASA Group In NOK thousands 5.10.2015 - 31.12.2015 Interest income Interest expense Net interest income 428 158 -178 365 249 793 Commission and fee income Commission and fee expense Net commission and fee income 62 557 -32 396 30 161 Net gain (loss) on financial instruments Other income Other operating income 1 169 13 1 182 Personnel expenses Administrative expenses Depreciation and impairment of fixed assets and intangible assets Profit before loan losses -54 213 -79 498 -321 147 104 Loan losses Profit before tax -8 601 138 503 Tax expense Profit for the period -33 979 104 524 Statement of comprehensive income In NOK thousands 5.10.2015 - 31.12.2015 Profit for the period 104 524 Other comprehensive income Net change in fair value of financial assets available for sale Tax effect Other comprehensive income that can be reclassified to profit or loss after tax Actuarial gains (losses) Tax effect Other comprehensive income that can not be reclassified to profit or loss after tax 109 034 4 623 113 657 20 588 -5 753 14 835 Total components of other comprehensive income (after tax) 128 492 Total comprehensive income for the period 233 016 - ANNUAL REPORT 2015 - 53 Note 4 Segments No segment information has been prepared, as the entire operation of the Skandiabanken ASA group is deemed to constitute one segment “Private Consumer Market” under IFRS 8. Currently, the Skandiabanken ASA group offers services and products intended exclusively for private individuals. In the supervisory activities performed by the board and management, the customer base is not divided into different business segments that are followed up over time. The company’s products are divided into various groups which are followed up by different value chains and product managers. The groups comprise the following products and services: Lending: Home loans, car loans, credit cards, overdraft facilities, personal loans and custody account lending Deposits: All-in-one, high-interest and security deposit accounts, as well as BSU (young home buyer’s savings account) Payment services: Invoice payments, international payments, card transactions, etc. Security: Log-in, security solutions, etc. The products in these groups are followed up by management, but the focus is shifted depending on the overall situation for the business as a whole. The Bank’s own investment activities do not form a separate reportable segment, and are therefore presented in conjunction with Private Market. Since the Bank operates only in Norway, the reporting of geographical and secondary segments is not considered relevant. Important classes of assets (home loans) and liabilities (deposits) are, however, broken down geographically and presented in a separate note. Note 5 Capital adequacy The capital adequacy regulations are intended to improve institutions’ risk management and achieve closer concordance between risk and capital. The applicable regulations for Norwegian banks are adapted to the EU’s capital adequacy regulations for credit institutions and investment firms (CRD IV/CRR). Skandiabanken ASA uses the standard method to establish the calculation basis for credit risk and the basic method to establish the calculation basis for operational risk. At the balance sheet date no exposure was included in the calculation basis for market 54 risk. The Group solely engages in banking business and the Bank’s wholly owned subsidiary, Skandiabanken Boligkreditt AS, is fully consolidated. There is therefore no difference between solvency and accounting consolidation. No comparative figures are available due to the fact that Skandiabanken AB NUF was a branch of the Swedish company Skandiabanken AB as of 31 December 2014 and thus no separate regulatory capital ratio calculation was performed for the Bank. SKANDIABANKEN ASA GROUP Note 5 Capital adequacy (continued) In NOK thousands 2015 Nominal exposure Central governments Regional governments Multilateral Development Banks Institutions Retail Secured by mortgages on fixed property Exposures in default Covered bonds Equity Other items Total credit risk, standardised approach Credit value adjustment risk (CVA) Operational risk Total risk weighted volume 559 507 3 444 961 360 006 869 652 9 758 251 62 506 961 167 501 3 375 965 139 912 29 863 81 212 579 Capital base Share capital Share premium Other equity Additional Tier 1 capital Total booked equity Additional Tier 1 capital instruments included in total equity Common equity Tier 1 capital instruments Deductions Goodwill, deferred tax assets and other intangible assets Value adjustment due to the requirements for prudent valuation (AVA) Common equity Tier 1 capital Additional Tier 1 capital Tier 1 capital Tier 2 instruments Own funds (primary capital) Capital requirements Minimum required Common equity Tier 1 capital Capital conservation buffer Systemic risk buffer Countercyclical capital buffer Additional Tier 1 capital Tier 2 instruments Total minimum and buffer requirements own funds (primary capital) Available Common equity Tier 1 capital after buffer requirements Available Own funds (primary capital) Capital ratio % Common equity Tier 1 capital Tier 1 capital Tier 2 instruments Total capital ratio Risk Weighted volume 0 561 852 0 173 930 3 388 482 20 230 691 176 350 337 596 139 912 29 863 25 038 676 245 1 764 015 26 802 936 1 065 250 2 609 918 205 798 405 046 4 286 012 -405 046 3 880 966 -624 -7 283 3 873 059 400 000 4 273 059 500 000 4 773 059 4.5% 2.5% 3.0% 1.0% 1.5% 2.0% 14.5% 1 206 132 670 073 804 088 268 029 402 044 536 059 3 886 426 886 633 886 633 14.5% 1.5% 1.9% 17.8% - ANNUAL REPORT 2015 - 55 Note 6 Calculation of Leverage Ratio According to section 14-4 of the Norwegian Finance Institutions Act, the Tier 1 Capital or Common equity Tier 1 Capital in financial institutions shall at least comprise a defined percentage of the value of the company’s assets and off-balance-sheet liabilities, calculated without a risk weighting (Leverage Ratio). The Leverage Ratio is intended to prevent banks from using too low a calculation basis in the capital adequacy calculations, and to ensure that the Banks maintain a minimum capital, even with skewing of the portfolio towards low-risk segments. The Leverage Ratio is discussed in the CRD IV Regulation (CRR, EU No. 575/2013) Article 430. The Basel Committee’s original proposal from 2011 was based on a minimum requirement of 3 percent. The EU Commission has not proposed any final minimum requirements and they are discussing differentiated requirements depending on the business model. The Norwegian Ministry of Finance has instructed Finanstilsynet to draw up a consultation memorandum and regulations on the Leverage Ratio by March 2016, including definitions of the denominator and the numerator used in the capital fraction. The Authority has also been mandated to assess which level it will be appropriate to apply. The table below shows the calculation for the Bank at year-end based on existing rule proposals. In NOK thousands 2015 Derivatives market value Potential future exposure on derivatives Off balance sheet commitments Loans and advances and other assets Regulatory adjustments included in Tier 1 capital Total leverage exposure Tier 1 capital Leverage ratio (%) 555 524 12 783 267 65 579 647 0 78 363 993 4 273 059 5.5 % Note 7 Financial risk management The Bank’s risk strategy comprises its risk philosophy, risk appetite and risk management principles Risk policy The Bank’s core business involves offering standard banking services such as deposits, savings, lending and payment transactions to private customers. The Bank shall not assume any material risk other than that deriving from this core business, i.e. primarily credit risk and liquidity risk. The Bank shall be a secure and solid bank for private individuals, and shall adhere to a conservative credit policy. The Bank shall have a sound risk culture, based on openness, transparency and competence, and shall continuously challenge its methods, processes and procedures in order to improve its performance. Risk appetite For purposes of risk management, the Bank classifies risk into the following categories: - - - - - Credit risk Liquidity risk Market risk Operational risk, including risks relating to reputation, compliance and IT Commercial and strategic risk Skandiabanken’s Board of Directors determines the Bank’s risk appetite with respect to each of the above-mentioned categories, and issues guidelines to the business on how this risk appetite should be operationalised. The Bank operates in accordance with the following risk appetite: 56 - - - - - Credit risk: Low to moderate Liquidity risk: Low Market risk: Low Operational risk: Low to moderate Commercial and strategic risk: Moderate Risk management principles The Bank adopts a holistic approach to risk management. The following principles therefore apply: - The Bank’s specifications for risk appetite shall be translated into specific risk management frameworks. - Each risk area shall be allocated capital in line with its actual risk status, which in turn shall be tailored to the Bank’s risk appetite. - Risk management and reporting shall be performed in accordance with the above-mentioned frameworks and objectives. - The Bank’s risk management systems and procedures shall be appropriate to the complexity of the business. - Risk management shall be an ongoing and continuous process. - Risk reporting shall be framed in an understandable manner and provide a clear picture of the Bank’s risk situation to all stakeholders. - Risk management shall be performed across Group companies, at all levels within each individual Group company, and for the Group as a whole. - The Bank shall assume only those risks that are understood by the Bank and the individual decision-maker. - The Bank shall execute risk assessments before any material changes are effectuated. - Responsibility for entering into agreements that cause the Bank to incur a risk is delegated through personal authorisations. SKANDIABANKEN ASA GROUP Note 7 Financial risk management (continued) - Efforts shall be made to achieve as great a concordance as possible between risk and profitability. Profitability shall be measured individually and on a risk-adjusted basis, and on the basis of financial capital allocated. Organisation of risk management The Bank’s organisation is based on its risk management and internal control principles, and has been designed such that it ensures the Bank’s risk strategy is implemented. Board of Directors Skandiabanken’s Board of Directors has the principal responsibility for ensuring that the Bank manages risk efficiently. The Board of Directors determines the Bank’s risk appetite and the frameworks for risk management, and monitors the Bank’s risk exposure. The Bank’s Board of Directors is also responsible for ensuring that the Bank is adequately capitalised in relation to risk factors. The Board of Directors’ Audit Committee The Audit Committee monitors and secures the quality of financial reporting, internal controls for financial reporting and the external auditor’s work and independence. The Board of Directors’ Risk Management Committee The Risk Management Committee monitors and issues recommendations to the Board of Directors concerning management of the Bank’s risk exposure. The Committee’s mandate includes regularly assessing whether the Bank’s internal control and management systems are appropriately adapted to risk exposure and the scope of the Bank’s operations, in addition to evaluating the work and independence of the internal auditor. The Board of Directors’ Remuneration Committee The Remuneration Committee is responsible for securing thorough and impartial preparation of all matters relating to remuneration paid to the Bank’s executive employees. The CEO and committees The CEO has the principal operative responsibility for implementing risk management procedures and securing achievement of the Board of Directors’ adopted objectives, including efficient risk management and internal control systems. A number of advisory committees have been established to support the CEO in the exercise of his/her responsibility for risk management. The Risk Management and Compliance Committee The Risk Management and Compliance Committee is chaired by the Bank’s CRO and reports to the CEO. The Committee monitors the Bank’s risk management and compliance programme, including its risk management and internal control systems. The Committee also regularly evaluates aggregate risk exposure, concentration risk and compliance with the regulatory framework. ALCO The Asset and Liability Committee (ALCO) is chaired by the Bank’s CFO and reports to the CEO. The Committee is responsible for strategic management of the Bank’s balance sheet and risk management framework for all treasury risks; principally market, liquidity, capital and counterparty credit risks and associated earnings volatility. The Product Pricing and Interest Rate Committee Chaired by the Bank’s CFO, the Bank’s Product Pricing and Interest Rate Committee reports to the CEO and reviews and approves the pricing strategy and decisions relating to the Bank’s products. The Product Pricing and Interest Rate Committee coordinates measures with senior management to identify, measure, control and report relevant categories of risk associated with products pricing strategy and interest rate changes.. The Credit Committee Chaired by the Head of Credit, the Bank’s Credit Committee reports to the CEO and evaluates current and future risk exposure, defines parameters for the granting of credit and approves important or complex credit applications. The Bank’s framework for internal control and risk management consists of three lines of defence, which constitute the organisational model for the Bank’s risk management, risk control and compliance. First line of defence The first line of defence includes all categories of employees and management of the Bank (except second-line employees). The first line performs risk assessments and implements risk controls that enable the Bank to operate within the risk framework and risk appetite defined by the Board of Directors. First line is considered to be the risk owner, i.e. the party responsible for monitoring and implementing control actions. Second line of defence The second line of defence consists of two independent control functions – the Risk Management function and the Compliance function – that monitor and check that the Bank is operating within its risk limits and relevant laws and regulations. The CRO heads the Bank’s Risk Management function. The Risk Management function is responsible for establishing and maintaining systems and processes that support the Bank’s compliance with those risk strategies, policies and procedures that have been adopted. The function prepares regular risk reports for the Board of Directors, and shall also report any breaches of the relevant frameworks and guidelines. The CRO is independent of managers with responsibility for risktaking, and does not take part in decisions that relate directly to areas that are monitored and reported. Organisationally, the CRO report directly to the CEO, but in certain cases also has a right and a duty to report directly to the Board of Directors. The CRO may not be dismissed without the Board of Directors’ consent. The CCO leads that part of the second line of defence which covers compliance with procedures and regulations. Administratively, the function reports to the CEO. In practice, however, it is independent of the Bank’s management and other control functions. The CCO verifies compliance with regulations based on the Board of Directors’ instructions, and reports to the Board of Directors on matters of a professionally relevant nature. Third line of defence The third line performs independent tests of the Bank’s risk management procedures. The Internal Auditor shall be independent of any of the Bank’s operational functions, and reports to the Risk Management Committee and the Board of Directors. The Internal Auditor performs audits in accordance with the audit plan and instructions issued each year by the Board of Directors. The Internal Auditor presents a summary of the Bank’s internal control activities once a year. An External Auditor is appointed by the General Meeting, and reports directly to the Board of Directors and the Audit Committee. - ANNUAL REPORT 2015 - 57 Note 8 Credit risk Credit risk accounts for the bulk of Skandiabanken’s risk. Credit risk is defined as the risk of loss resulting from a counterparty not fulfilling its obligations, and pledged collateral not covering the outstanding claim. The way credit is managed depends on whether the credit risk is attributable to lending to the public in the form of the mass-market or whether the credit risk relates to other exposures, in particular the placement of surplus liquidity. Counterparty risk, including for derivatives, is included in credit risk. Credit risk also includes concentration risk, including risk relating to material exposure to a specific customer group or geographical area. The Bank endeavours to reduce concentration through product and geographical diversification. Skandiabanken’s lending to the public comprises mass-market exposures with individuals, primarily in the form of loans secured by mortgage, real estate or a motor vehicle, amortised loans, unsecured personal loans, overdrafts and credit cards, as well as securitiesbased credit. Skandiabanken only have lending to the consumer market, in which there is no concentration risk, and the entire portfolio is categorised as retail in accordance with § 5–8 of the Capital Adequacy Regulation or as exposures secured by mortgages or real estate (§ 5–9). Concentration risk in the liquidity portfolio is managed through the establishment of limits for individual counterparties within overall frameworks determined by the Board of Directors. The frameworks also take into account the Regulation on Large Exposures. Risk relating to mass-market lending for all credit cases is managed by assessing the borrower’s ability and propensity to pay, and by valuing any collateral. Account is also taken of the counterparty’s aggregate exposure, including any exposure attributable to co-borrowers. Credit assessments are essentially performed by applying automated credit regulations in which credit scoring represents a key element. Risk shall be weighed against returns and balanced such that the Bank remains within the specified risk appetite. Credit risk higher than the Bank’s specified risk appetite shall not be compensated by means of a high price. Rules and tools for credit assessment shall ensure that the Bank avoids high-risk credit exposures. Please refer to the note 11 for an overview of exposure to credit risk and associated collateral. The Bank uses credit risk models to measure credit risk related to mass-market lending. Credit risk is classified and quantified using a number of different systems, processes and methods. Credit scoring models for all lending products are based on statistical data; however, some models also make use of expert evaluations. These models estimate the probability of defaults, taking into account factors such as payment history, income, assets and the number of borrowers. Losses on collateralised loans are estimated based on defaults, where the extent of losses is based on the value of collateral in relation to the size of the loan. Risk classification of lending to the mass-market Credit risk is measured and monitored by calculating economic capital in the lending portfolio.The main components for this calculation are Probability of Default (PD), expected Exposure at Default (EAD) and Loss Given Default (LGD). Skandiabanken maintains surplus liquidity which is invested in shortterm interbank lending and securities with counterparties and issuers in the government, local authority, institutional and commercial sectors. Risk is managed and exposures are evaluated by assessing the counterparty’s financial position and ability to repay. The Board of Directors has issued guidelines on the frameworks that can be allocated to counterparties/issuers, while responsibility for approval of counterparties/issuers and removal of credit frameworks is delegated to ALCO. PD is defined as the probability of a customer defaulting on its exposure during the next 12 months. This could include payment defaults of more than 60 days of a minimum of NOK 200 or other specific matters that affect the customer’s ability to service the loan. PD for the home loan portfolio is calculated using statistical models based on logistic regression of internal data. PD for the other products is calculated using a model based on external data that is calibrated for an internal product-specific PD. The following grouping is used to classify PD: Low risk: Moderate risk: High risk: 2015 In NOK thousands 58 PD < 1.25% PD 1.25%–5% PD > 5% Gross loans distributed in risk groups Home loans Car loans Custody account lending Other loans, unsecured Low risk Medium risk High risk Total not defaulted or doubtful Non-performing and doubtful loans Total gross loans 50 014 257 2 051 973 1 021 113 53 087 344 154 492 53 241 836 1 247 467 109 149 9 677 1 366 293 13 931 1 380 224 163 603 0 0 163 603 0 163 603 263 570 1 139 626 594 313 1 997 509 92 741 2 090 251 51 688 897 3 300 748 1 625 104 56 614 749 261 164 56 875 914 Total Unutilised credit lines distributed in risk groups Home loans Car loans Custody account lending Other loans, unsecured Total Low risk Medium risk High risk Total not defaulted or doubtful Non-performing and doubtful loans Total unutilised credit lines 6 175 983 6 240 606 6 182 829 686 6 183 514 0 0 0 0 0 0 1 191 804 0 0 1 191 804 0 1 191 804 1 593 798 1 845 435 1 484 375 4 923 608 9 028 4 932 636 8 961 585 1 851 675 1 484 981 12 298 241 9 714 12 307 955 Loan- and funding commitments 3 212 282 111 615 0 0 3 323 898 Maximum exposure to credit risk 62 637 632 1 491 839 1 355 407 7 022 890 72 507 767 SKANDIABANKEN ASA GROUP Note 9 Loans to customers In NOK thousands 31.12.15 31.12.14 Loans to customers Loans without agreed maturity or notice period Loans with agreed maturity or notice period Total loans to customers (gross) 1 558 938 55 316 976 56 875 914 1 568 545 49 481 861 51 050 406 Write-downs for individually assessed impaired loans Write-downs for collectively assessed impaired loans Total loans to customers (net) 105 347 6 963 56 763 604 92 089 7 140 50 951 177 2.93% 5.49 % 9.07 % 11.33 % 3.71 % 5.65 % n.a 11.52 % 1 563 192 773 114 2 231 445 10 349 094 41 959 069 56 875 914 1 568 376 659 251 1 925 427 8 855 483 38 041 869 51 050 406 Average interest Home loans Car loans Consumer loans Other loans* Residual time to maturity (gross loans) Upon request Maximum 3 months 3 months - 1 year 1-5 years More than 5 years Total * inculdes credit card, account credit and custody account credit Note 10 Loans to customers by geographical area Lending by geographical area* In NOK thousands 31.12.2015 Geographical area Østfold Akershus Oslo Hedmark Oppland Buskerud Vestfold Telemark Aust-Agder Vest-Agder Rogaland Hordaland Sogn og Fjordane Møre og Romsdal Sør-Trøndelag Nord-Trøndelag Nordland Troms Finnmark Total gross lending per geographical area 31.12.2014 Percentage Gross lending Percentage Gross lending 5.1% 22.9% 20.0% 1.1% 0.9% 6.3% 4.0% 0.8% 0.9% 1.2% 9.6% 14.1% 0.2% 1.7% 4.4% 0.7% 2.3% 3.0% 0.7% 100.0% 2 911 618 13 034 330 11 378 544 607 811 527 284 3 571 063 2 286 105 482 364 512 260 669 710 5 450 156 8 016 478 111 982 963 446 2 526 059 379 845 1 326 014 1 701 343 419 502 56 875 914 4.9% 22.9% 20.5% 1.0% 0.9% 6.3% 3.9% 0.9% 0.9% 1.2% 9.9% 13.9% 0.2% 1.6% 4.5% 0.6% 2.3% 2.8% 0.6% 100.0% 2 514 478 11 679 812 10 473 290 526 249 467 348 3 191 316 2 016 076 447 096 441 483 620 704 5 044 877 7 093 555 111 379 837 650 2 303 872 323 967 1 181 318 1 443 734 331 641 51 050 406 * the basis for the geographical distribution is the customer’s residential address. - ANNUAL REPORT 2015 - 59 Note 11 Credit risk exposure and collateral Credit risk or counterparty risk is the risk of loss as a result of the Bank’s customers and counterparties failing to fulfil their payment obligations. The Bank’s maximum credit exposure will be the book value of financial assets and any associated off-balancesheet liabilities. The Bank’s customer exposures comprices the bulk of the Bank’s total credit exposure. A high percentage of the Bank’s lending is collateralised. Collateral in the private retail market essentially comprise fixed property and vehicles. The table below shows the relationship between total credit exposure and the associated collateral distributed to exposure class. Lending secured by motgages includes the percentage distributed of exposure relating to the various loan-to-value levels. For example, the line 0-40% means that the exposures amount to less than 40 percent of the value of the collateral. 100% means that the loan amount exceeds the value of the hedging object or that the loan is unsecured. The entire loan per collateral is placed in the same loan-to-value category. The property values on which the calculations are based are updated in the last month of each quarter and are therefore representative of the current market value. The calculation of loanto-value does not take into account any additional collateral. In NOK thousands 31.12.2015 Distribution in percent Number of loans Gross carrying amounts Off-balance sheet amounts Maximum exposure to credit risk 0 % - 40 % 19 % 14 771 9 929 045 2 324 453 12 253 498 40 % - 60 % 30 % 10 734 15 890 603 2 363 365 18 253 967 60 % - 80 % 40 % 10 176 21 241 605 1 308 598 22 550 204 80 % - 90 % 9% 2 050 5 043 936 103 283 5 147 219 90 % - 100 % 1% 310 701 923 30 703 732 626 > 100 % 1% 242 434 724 53 112 487 835 53 241 836 6 183 514 59 425 350 0 3 212 282 3 212 282 Loan-to-value, Home Loans Home loans, secured by fixed property Loan- and funding commitments, home loans Car loans, secured Custody account credit, secured Consumer credit, unsecured 1 380 224 111 615 1 491 839 163 603 1 191 804 1 355 407 694 915 0 694 915 Other loans, unsecured 1 395 336 4 932 639 6 327 975 Exposure to customers 56 875 914 15 631 853 72 507 767 559 507 0 559 507 Loans to and receivables from credit institutions 605 532 0 605 532 Commercial paper and bonds available for sale 7 280 733 0 7 280 733 139 912 0 139 912 555 0 555 231 139 0 231 139 8 817 378 0 8 817 378 65 693 292 15 631 853 81 325 145 Loans to and receivables with central bank Shares and funds available for sale Derivatives at fair value to profit and loss Other assets Exposure to others Gross exposure The table below shows the percentage allocation of exposures for home loans for various levels of loan-to-value. Where the entire exposure in the table above is placed in a related loan-to-value level, the relative share of the loan exposure at each level is shown in the table below. In NOK thousands Loan-to-value, Home Loans (relative distrbution) 0 % - 85 % Distribution in percent Gross carrying amounts 99.51 % 52 979 673 85 % - 100 % 0.32 % 172 360 > 100 % 0.17 % 89 803 Home loans, secured by fixed property 60 31.12.2015 53 241 836 SKANDIABANKEN ASA GROUP Note 11 Credit risk exposure and collateral (continued) Skandiabanken ASA has taken a lien in the vehicle in all car loans granted. The value of the collateral is calculated when granting the loan and determines, among other aspects, the interest rate applied. In NOK thousands 31.12.2015 Distribution in percent Gross carrying amounts 0 % - 80 % 74.96 % 1 034 659 80 % - 100 % 25.04 % 345 565 Loan-to-value, Car loans Car loans, secured 1 380 224 In NOK thousands 31.12.2015 Number of loans Loan-to-value, custody account lending Custody account lending 870 Total loans secured by collateral in securities In NOK thousands Carrying amounts Fair value of collateral Average LTV 163 303 561 518 29.1% 163 303 561 518 29.1% 31.12.2014 Distribution in percent Number of loans Gross carrying amounts Off-balance sheet amounts Maximum exposure to credit risk 18 % 13 809 8 821 366 1 983 826 10 805 192 40 % - 60 % 28 % 9 480 13 420 387 2 128 811 15 549 198 60 % - 80 % 39 % 9 387 18 854 021 1 217 456 20 071 477 80 % - 90 % 12 % 2 384 5 577 113 85 895 5 663 008 90 % - 100 % 1% 353 702 250 33 531 735 781 > 100 % 1% 358 595 374 60 897 656 271 47 970 511 5 510 416 53 480 927 0 2 925 098 2 925 098 Loan-to-value, Home Loans 0 % - 40 % Home loans, secured by fixed property Loan and funding commitments, home loans Car loans, secured 1 511 350 113 329 1 624 679 Custody account credit, secured 162 630 1 082 850 1 245 480 Consumer credit, unsecured 0 0 0 Other loans, unsecured 1 405 915 4 534 726 5 940 641 Exposure to customers 51 050 406 14 166 419 65 216 825 1 287 744 0 1 287 744 Loans to and receivables with central bank Loans to and receivables from credit institutions Commercial paper and bonds available for sale Shares and funds available for sale Derivatives at fair value to profit and loss Other assets Exposure to others Gross exposure - ANNUAL REPORT 2015 - 203 103 0 203 103 9 057 050 0 9 057 050 2 486 0 2 486 0 0 0 215 362 0 215 362 10 765 745 0 10 765 745 61 816 151 14 166 419 75 982 570 >> 61 >> Note 11 Credit risk exposure and collateral (continued) In NOK thousands Loan-to-value, Home Loans (relative distribution) 0 % - 85 % 31.12.2014 Distribution in percent Gross carrying amounts 99.46 % 47 710 626 85 % - 100 % 0.34 % 163 476 > 100 % 0.20 % 96 409 Home loans, secured by fixed property In NOK thousands Loan-to-value, Car loans 47 970 511 31.12.2014 Distribution in percent Gross carrying amounts 0 % - 80 % 73.00 % 1 103 310 80 % - 100 % Car loans, secured 27.00 % 408 040 1 511 350 In NOK thousands Loan-to-value, custody account lending Custody account lending Total loans secured with collateral in securities 62 31.12.2014 Number of loans Carrying amounts Fair value of collateral Average LTV 808 162 630 559 082 29.1 % 162 630 559 082 29.1 % SKANDIABANKEN ASA GROUP Note 12 Loans to and receivables from credit institutions In NOK thousands 2015 2014 Loans to and receivables from credit institutions Loans to and receivables without maturity or notice period Loans to and receivables with agreed maturity or notice period Gross loans to and receivables from credit institutions 45 532 560 000 605 532 38 103 165 000 203 103 Write-downs for individually assessed impaired loans Write-downs for collectively assessed impaired loans Net loans to and receivables from credit institutions 0 0 605 532 0 0 203 103 Geographical areas Oslo and Akershus Abroad Net loans to and receivables from credit institutions 597 218 8 314 605 532 202 839 264 203 103 11 515 0 11 515 11 638 0 11 638 Liabilities to credit institutions Loans and deposits from credit institutions without agreed maturity or notice period Loans and deposits from credit institutions with agreed maturity or notice period Total liabilities to credit institutions Residual time to maturity Upon request Less than 3 months 3 - 12 months 1-5 years More than 5 years Total liabilities to credit institutions 11 515 11 638 11 515 11 638 Geographical areas Oslo and Akershus Abroad Total liabilities to credit institutions 11 515 0 11 515 11 638 0 11 638 Note 13 Loans to and receivables from central banks In NOK thousands 2015 2014 Loans to and receivables from central banks Loans to and receivables without maturity or notice period Loans to and receivables with agreed maturity or notice period Gross loans to and receivables from central banks 559 507 0 559 507 587 744 700 000 1 287 744 Write-downs for individually assessed impaired loans Write-downs for collectively assessed impaired loans Net loans to and receivables from central banks 0 0 559 507 0 0 1 287 744 - ANNUAL REPORT 2015 - 63 Note 14 Loan losses Loan loss provisions In NOK thousands Opening balance individual write-downs + Increase in write-downs on loans - Reversal of write-downs on loans Closing balance individual write-downs 2015 2014 92 089 20 260 7 002 105 347 69 419 25 394 2 724 92 089 7 140 -177 6 963 5 287 1 853 7 140 Closing balance total write-downs 112 310 99 229 Individual write-downs Individual write-downs (collectively considered) Collective write-downs Total write-downs 26 331 79 016 6 963 112 310 19 994 72 095 7 140 99 229 Specification of loan losses Actual losses Increase in write-downs Reversal of write-downs Recoveries of previously written off loans Net cost on loans osses in the period -22 166 -23 127 7 002 9 282 -29 010 -23 437 -30 593 2 724 11 543 -39 763 Losses by sector and industry Retail market (individuals) Total -29 010 -29 010 -39 763 -39 763 Losses by product group Home loans Car loans Other loans Total 29 471 11 315 71 524 112 310 23 664 9 837 65 728 99 229 2015 14 714 1 009 5 668 1 219 2 341 18 335 3 478 3 089 1 591 1 985 20 137 7 674 787 4 236 2 131 3 995 1 709 3 992 7 257 105 347 2014 14 047 1 021 3 957 1 372 2 206 16 448 3 277 3 093 1 506 2 180 14 711 6 364 883 4 115 2 165 3 842 1 394 3 348 6 158 92 089 Opening balance collective write-downs +/- Change in collective write-downs in the period Closing balance collective write-downs Individual write-downs by geographical area: In NOK thousands Akershus Aust-Agder Buskerud Finnmark Hedmark Hordaland Møre og Romsdal Nordland Nord-Trøndelag Oppland Oslo Rogaland Sogn og Fjordane Sør-Trøndelag Telemark Troms Vest-Agder Vestfold Østfold Total 64 SKANDIABANKEN ASA GROUP Note 15 Non-performing and doubtful loans Non-performing and doubtful loans Skandiabanken has internal routines for ongoing monitoring of exposures for which repayments and interest have not been paid on time or for which authorised overdraft limits are exceeded, where the reason is deemed to be the customer’s inability or lack of propensity to pay. Payment defaults of more than 60 days and more than NOK 200 are always reported as non-performing. If other matters are identified that make it probable that the customer’s financial position will result in loss, the exposure is classified as doubtful. The need to recognise individual impairments is assessed against the value of available collateral for the exposure. The table below shows the relationship between the gross book value of non-performing and doubtful loans and the associated individual impairments. In NOK thousands Non-performing loans with write-downs Non-performing loans without write-downs Total non-performing loans (more than 60 days) Doubtful loans Gross non-performing and doubtful loans - Individual write-downs Net non-performing and doubtful loans 2015 Provisioning ratio Overdue loans without write-downs - age distribution The table below shows the book value of overdue loans and overdrawn amounts on credits allocated by number of days after maturity, where no impairments have been recognised. The table is intended to provide an analysis of exposures where there 2014 177 981 59 994 237 975 23 189 261 164 -105 347 155 817 107 796 45 941 153 737 20 841 174 578 −92 089 82 489 40 % 60 % is inadequate ability or propensity to pay, rather than overdue amounts attributable to a delay in transferring funds. Based on this and the Bank’s internal routines for monitoring overdue exposures, the default must exceed NOK 200 for more than 6 days to be included in the table below. 31.12.2015 In NOK thousands 7-30 days 31 - 60 days 61 - 90 days More than 90 days Total Home loans 677 495 139 821 18 633 41 298 877 247 Car loans 30 004 5 838 - - 35 842 Other loans 22 642 15 576 - 63 38 281 730 141 161 235 18 633 41 361 951 370 Loans to customers 31.12.2014 In NOK thousands 7-30 days 31 - 60 days 61 - 90 days More than 90 days Total Home loans 568 828 82 095 7 798 38 143 696 864 Car loans 36 600 2 557 39 157 21 324 17 533 38 857 626 752 102 185 Other loans Loans to customers - ANNUAL REPORT 2015 - 7 798 38 143 774 878 65 Note 16 Guarantees and collateralised debt Skandiabanken ASA has provided securities as collateral for borrowing facilities with Norges Bank. In order to be granted loans or credit facilities in Norges Bank it is required to provide collateral in interest carrying securities which fulfils certain criteria. As of 31 December 2015 Skandiabanken ASA did not have any loans in Norges Bank. In NOK thousands Fair value (carrying value) of securities deposited as collateral in Norges Bank Haircut Net value of securities deposited in Norges Bank 2015 2 542 289 -106 142 2 436 147 2014 3 484 832 -184 274 3 300 558 As of 31 December 2015, Skandiabanken ASA had additional securities with fair value of NOK 2.75 billion, which would have qualified as collateral in Norges Bank. Intra group liquidity facility Skandiabanken ASA has provided a credit facility relating to the maturity of covered bonds issued by Skandiabanken Boligkreditt AS. In NOK thousands Nominal value issued of covered bonds - own holdings Net intra group liquidity facility Residual time to maturity Less than 6 months 6 - 12 months 1-2 years 2-5 years More than 5 years Total 2015 2014 12 685 000 0 12 685 000 n.a n.a n.a 600 000 2 585 000 2 000 000 6 500 000 1 000 000 12 685 000 Note 17 Liquidity risk Liquidity risk Liquidity risk comprises the following two elements: - Refinancing risk: The risk of the Bank being unable to refinance its obligations as they fall due for payment, and the risk of the bank being unable to finance planned growth. - Price risk: The risk of the Bank being unable to refinance its obligations without a material rise in costs or that financing growth will cost substantially more. Liquidity risk shall be managed such that the Bank minimises its financing costs, at the same time as the refinancing risk is kept within the Board of Directors’ specified risk appetite. Liquidity risk shall be managed at group level, at company level and for each individual transaction. The Bank measures liquidity risk over the short and long term. Short-term risk measures include the liquidity coverage ratio (LCR), and internal stress tests. The main long-term measure is the net stable funding ratio (NSFR). The LCR and NSFR are measured in 66 accordance with methodology established by Finanstilsynet. Skandiabanken maintains a liquidity portfolio comprising liquid funds managed by Treasury and which qualify, or will qualify, as collateral at Norges Bank. This can be used to even out fluctuations in the Bank’s liquidity requirements. Management of inherent risk relating to maturity structures The CFO is responsible for ensuring that ongoing forecasts are prepared covering the Group’s financing requirements for at least the next 12 months. The financing plan is reviewed by ALCO at the start of each forecast period, as a minimum quarterly. ALCO determines the financing plan, and Treasury’s operations are subsequently based on this plan. In addition, the management frameworks for LCR and intraday and overnight financing requirements contribute to keeping short-term financing risk low. The Group shall endeavour to maintain a balanced maturity profile, and as a main rule shall not have a maturity concentration under which more than 30 percent of the capital market financing matures within one year. SKANDIABANKEN ASA GROUP Note 18 LCR and NSFR LCR (Liquidity Coverage Ratio) In NOK thousands 2015 Level 1 - assets exclusive Covered bonds Level 1 Covered bonds Level 2A - assets Level 2B - assets Assets ineligble as "liquid assets" Total assets Net outflows LCR % The liquidity requirements are intended to guarantee satisfactory liquidity management by ensuring that the institutions have sufficient liquid assets to cover their liabilities on maturity and have stable and long-term financing at all times. The Liquidity Coverage Ratio (LCR) is intended to ensure that institutions can convert sufficient assets to cash to cover expected net liquidity outflows over the next 30 days in stressed situations in the money and capital markets. The Net Stable Funding Ratio (NSFR) is intended to ensure that less liquid assets are financed over the long term. On 22 December 2015, based on the CRR/CRD IV Regulation, Finanstilsynet issued its Regulation on Calculation of Liquid Assets, Payments and Deposits in the Liquidity Coverage Ratio (LCR). For banks deemed not to be systematically important, including Skandiabanken, this requirement will be gradually Carrying value Value LCR 1 792 657 2 681 382 2 817 055 0 58 289 888 65 580 982 1 792 657 2 493 685 1 689 181 0 0 5 975 523 3 204 429 186 % phased in, starting with 70 percent from 31 December 2015, rising to 80 percent from 31 December 2016, and to 100 percent from 31 December 2017. This applies at consolidated level and for the parent bank. For credit institutions, including Skandiabanken Boligkreditt AS, phasing in of the 70 percent requirement has been deferred until 30 June 2016. Otherwise, the phasing-in plan for credit institutions is the same as for banks, as outlined above. The NSFR has still not been introduced as a minimum requirement. The EU Commission is expected to present a draft proposal by the end of 2016, which is expected to be introduced from 2018. Based on the Basel Committee’s recommendations of October 2014 the Bank has an NSFR of 140 percent compared to an expected requirement of 100 percent. Note 19 Maturity analysis of liabilities In NOK thousands Cash flows, undiscounted 2015 Less than 1 month 1-3 months 3 - 12 months From 1 to 5 years More than 5 years Without maturity Total Maturity overview Loans and deposits from credit institutions Deposits from customers Interest disbursement, deposits Debt securities issued Interest disbursement, debt securities issued 11 515 11 515 45 457 206 45 457 206 4 0 7 797 0 0 0 7 801 600 000 0 3 285 000 10 120 000 1 000 000 0 15 005 000 42 276 15 692 152 179 392 787 Subordinated loan Interest disbursement, subordinated loan 4 063 0 10 685 Taxes payable Other financial liabilities (ex. accrued interest) 63 376 19 956 0 622 890 500 000 0 500 000 104 346 0 182 470 0 32 789 32 789 240 452 23 092 Hybrid capital instrument Interest disbursement, hybrid capital instrument * Off-balance sheet commitments 5 295 0 14 636 83 167 0 263 544 400 000 400 000 382 229 485 327 15 631 853 0 0 0 0 0 15 631 853 61 992 664 15 692 3 503 086 10 659 330 2 029 623 400 000 78 600 395 Outgoing contractual cash flows 51 973 n.a n.a n.a n.a n.a 51 973 Incoming contractual cash flows 51 973 n.a n.a n.a n.a n.a 51 973 Total disbursements Financial derivatives >> * Interest disbursement for the hybrid capital instrument is calculated for the period until 31 December 2035. - ANNUAL REPORT 2015 - 67 >> Note 19 Maturity analysis of liabilities (continued) In NOK thousands Less than 1 month Cash flows, undiscounted 2014 1-3 months 3 - 12 months From 1 to 5 years More than 5 years Without maturity Total Residual time to maturity Loans and deposits from credit institutions Deposits from customers 11 638 11 638 42 427 557 Interest disbursement, deposits 42 427 557 4 Debt securities issued Interest disbursement, debt securities issued 7 797 7 801 570 000 0 615 000 11 000 000 3 500 000 15 685 000 53 584 20 321 207 859 735 569 71 891 1 089 223 3 210 9 630 51 360 37 662 101 477 Subordinated loan 443 045 Interest disbursement, subordinated loan Taxes payable Other financial liabilities (ex. accrued interest) Off-balance sheet commitments 443 045 0 0 64 200 139 139 192 154 43 407 235 561 0 14 166 419 57 421 356 68 990 933 966 11 786 929 4 058 343 0 74 269 583 Outgoing contractual cash flows n.a n.a n.a n.a n.a n.a n.a Incoming contractual cash flows n.a n.a n.a n.a n.a n.a n.a Total disbursements 14 166 419 Financial derivatives Note 20 Subordinated loan In NOK thousands Subordinated loan Total subordinated loan Currency NOK NOK 2015 2014 498 812 498 812 443 045 443 045 Specification of subordinated loan as at 31.12.15: ISIN NO0010746464 Issuing company Nominal value Currency Interest Maturity* Skandiabanken ASA 500 000 NOK 3M Nibor +2.1 % 12.10.2025 Total subordinated loan Carrying amounts 498 812 498 812 * First possible call date for the issuer is 12 October 2020. The loan agreement has covenants to qualify as Tier 2 capital. Changes in subordinated loan during the year: 31.12.2014 68 Issued 2015 Matured Redeemed Other adjustments 31.12.2015 Subordinated loan (nominal value) 443 045 500 000 -443 045 0 0 500 000 Total 443 045 500 000 -443 045 0 0 500 000 SKANDIABANKEN ASA GROUP Note 21 Additional Tier 1 capital (hybrid capital) On 4 October 2015, Skandiabanken ASA issued a hybrid capital instrument with a nominal value of NOK 400 million. The instrument is perpetual with an option for the issuer to redeem the capital at specific dates, the first time being 12 October 2020, 5 years after the issue date. The instrument has an interest rate of NIBOR 3 months plus a margin of 4.1 percent. The loan agreement fulfils the Norwegian regulatory requirements for inclusion in the Bank’s Tier 1 capital. This implies that the issuer, at its sole discretion, has the right to withhold interest and/or redemption of the instrument. This implies that the instrument do not fulfil the definition of a debt instrument according to IAS 32 and is such defined as equity in the Bank’s balance sheet. In NOK thousands Additional Tier 1 capital Total Additional Tier 1 capital Currency NOK NOK 2015 2014 400 000 400 000 0 0 Specification of additional Tier 1 capital as at 31.12.15: ISIN NO0010746456 Issuing company Nominal value Currency Interest Maturity* Skandiabanken ASA 400 000 NOK 3M Nibor + 4.1 % Perpetual Total additional Tier 1 capital Carrying amounts 400 000 400 000 * The Tier1 capital is perpetual with an option for the issuer to redeem the capital at specific dates, the first time being 12 October 2020. Changes in additional Tier 1 capital during the year: 31.12.2014 Issued 2015 Matured Redeemed Other adjustments 31.12.2015 Additional Tier 1 capital 0 400 000 0 0 0 400 000 Total 0 400 000 0 0 0 400 000 As at 31 December 2015, there is NOK 5 million in accrued interest related to additional Tier 1 capital. This has been recognised against the additional Tier 1 capital and the carried value including accrued interest is 405 million NOK. - ANNUAL REPORT 2015 - 69 SKANDIABANKEN ASA GROUP Note 22 Debt securities issued Recognised at amortised cost: In NOK thousands Commercial paper issued Currency Bonds issued Total debt securities issued 2015 2014 NOK 699 876 0 NOK 14 292 785 14 992 661 15 688 089 15 688 089 Specification of commercial paper and bonds as at 31.12.15: Issuing company Nominal value Currency Interest Maturity* Carrying amounts NO0010753130 Skandiabanken ASA 200 000 NOK 3M Nibor + 1.60 % 30.08.2016 199 934 NO0010748536 Skandiabanken ASA 500 000 NOK 3M Nibor + 1.52 % 23.05.2016 In NOK thousands Commercial paper Total commercial paper 499 942 699 876 Senior unsecured bonds NO0010712425 Skandiabanken ASA 920 000 NOK 3M Nibor + 0.38% 26.05.2017 920 302 NO0010719826 Skandiabanken ASA 700 000 NOK 3M Nibor + 0.48% 10.09.2019 699 495 Total senior unsecured bonds 1 619 797 Covered bonds NO0010745318 Skandiabanken Boligkreditt AS 600 000 NOK 3M Nibor + 0.17% 15.01.2016 599 998 NO0010745292 Skandiabanken Boligkreditt AS 2 000 000 NOK 3M Nibor + 0.47% 04.10.2018 1 990 991 NO0010745284 Skandiabanken Boligkreditt AS 2 585 000 NOK 3M Nibor + 0.28% 04.10.2016 2 586 333 NO0010745300 Skandiabanken Boligkreditt AS 2 000 000 NOK 3M Nibor + 0.50% 29.10.2019 1 995 578 NO0010745326 Skandiabanken Boligkreditt AS 2 000 000 NOK 3M Nibor + 0.27% 31.07.2017 1 998 366 NO0010745334 Skandiabanken Boligkreditt AS 2 500 000 NOK 3M Nibor + 0.42% 14.08.2020 2 502 555 NO0010745342 Skandiabanken Boligkreditt AS 1 000 000 NOK 3M Nibor + 0.28% 14.10.2021 999 167 Total covered bonds 12 672 988 Total commercial paper, senior unsecured bonds and covered bonds 14 992 661 * All covered bond loans have “soft bullet” with the possibility to extend the maturity with one year. Changes in debt securities during the year: ISIN Commercial paper (nominal value) 70 31.12.2014 Issued 2015 Matured Redeemed Other adjustments 0 700 000 Bonds (nominal value) 15 735 000 2 605 000 -1 185 000 -2 850 000 Total 15 735 000 3 305 000 -1 185 000 -2 850 000 31.12.2015 700 000 14 305 000 0 15 005 000 SKANDIABANKEN ASA GROUP Note 23 Deposits from customers 2015 2014 In NOK thousands Share Deposits Share Deposits Deposits without an agreed term to maturity 100 % 45 457 206 100 % 42 427 557 0 0% Deposits with an agreed term to maturity 0% Total Avarage deposit rate Covered by the Norwegian Banks’ Guarantee Fund 96.2 % 42 427 557 1.39 % 2.18 % 43 736 306 2015 In NOK thousands 0 45 457 206 97 % 41 189 758 2014 Share Deposits Share Deposits 100 % 45 457 206 100 % 42 427 557 Deposits by sector and industry Retail customers Total deposits from customers 45 457 206 2015 In NOK thousands Share 42 427 557 2014 Deposits Share Deposits Deposits by geographic area Østfold 3.6% 1 656 373 3.5% 1 488 327 Akershus 17.5% 7 960 135 17.1% 7 253 740 Oslo 22.9% 10 398 743 22.8% 9 689 632 Hedmark 1.3% 593 762 1.3% 564 924 Oppland 1.4% 644 905 1.4% 599 260 Buskerud 4.7% 2 115 431 4.6% 1 962 127 Vestfold 3.6% 1 646 925 3.6% 1 526 305 Telemark 1.2% 561 439 1.3% 560 010 Aust-Agder 1.2% 564 426 1.2% 501 266 Vest-Agder 1.6% 706 231 1.6% 668 532 Rogaland 7.1% 3 241 863 7.4% 3 124 787 Hordaland 15.8% 7 192 276 15.8% 6 693 852 Sogn og Fjordane 0.8% 371 034 0.8% 350 850 Møre og Romsdal 2.6% 1 191 928 2.7% 1 130 506 Sør-Trøndelag 6.0% 2 706 994 6.0% 2 561 164 Nord-Trøndelag 1.3% 584 537 1.3% 556 625 Nordland 3.0% 1 372 931 3.2% 1 336 983 Troms 3.2% 1 462 277 3.3% 1 410 994 Finnmark Total deposits from customers 1.1% 484 996 1.1% 447 673 100 % 45 457 206 100 % 42 427 557 100 % 45 457 206 100 % 42 427 557 Residual time to maturity Upon request Less than 3 months 3 - 12 months 1-5 years More than 5 years Total deposits from customers Total 45 457 206 - ANNUAL REPORT 2015 - 42 427 557 71 Note 24 Market risk and sensitivity Market risk Market risk is the risk of loss due to unfavourable changes in market variables, such as interest rates, exchange rates and credit spreads. The Group is exposed to the following market risks: - Interest rate risk is the risk of loss resulting from a general change in market rates due to different terms to maturity on the asset and liability sides of the balance sheet. - Exchange rate risk is the risk of loss resulting from changes in exchange rates. If borrowing is to be undertaken in any currency other than NOK, hedging transactions shall be entered into such that the exchange rate risk is minimised. - Credit spread risk is the risk that interest-bearing securities will fall in value as a result of an increase in the margin mark-up for corresponding credit instruments in the market. The Bank calculates its exposure to credit spread risk in accordance with Finanstilsynet’s practice for the assessment of risk and capital adequacy (circular 9/2015). - Securities risk is the risk of loss resulting from a fall in share prices. Interest rate sensitivity The interest rate sensitive part of Skandiabanken’s balance sheet primarily comprises variable interest rate positions, plus some fixed-interest bonds. A two percentage-point parallel shift in interest rates is used to measure interest rate risk, in accordance with Circular 9/2015 from Finanstilsynet. 2015 Balance sheet Volume (thousands) Loans to customers Commercial paper and bonds available for sale Other assets Total asssets Weighted duration Change in value 56 763 604 0.12 130 993 7 280 733 0.15 21 961 1 536 645 - - 65 580 982 0.12 152 953 Deposits from customers 45 457 206 0.12 104 901 Debt securities issued 14 992 660 0.08 24 481 Additional tier 1 capital and subordinated loan capital 898 812 0.02 389 Other liabilities 346 078 - - Equity Total liabilities and equity 3 886 226 - - 65 580 982 0.11 129 771 Total 23 182 The table below shows six stress scenarios from the Basel Committee’s proposals for handling interest rate risk in the banking book (June 2015) which is currently at the consultation stage. At the reporting date Skandiabanken had no balance sheet items exposed to interest rate changes for a forward period of more than eight In NOK thousands months. Consequently, the scenario for terms over 6–9 months will have no effect on Skandiabanken, with the result that Scenario 3 and 6 and Scenario 4 and 5 are identical. In addition, a two percentage point parallel shift in the interest rate level is shown for the same time periods as are included in the stress scenarios. Overnight O/N - 1 mnd 1 - 3 mnd 3 -6 mnd 6 - 9 mnd 9-12 mnd More than 12 mnd 0.74 % 0.93 % 1.10 % 1.13 % 1.06 % 0.00 % 0.00 % Parallel shock up; 2 percentage points increase in interest rates - -6 000 33 834 -2 018 -2 633 - - Scenario 1 : parallel shock up (60%) - -4 448 29 774 -1 825 -2 241 - - Scenario 2 : parallel shock down (60%) - -1 112 7 444 -456 -560 - - Scenario 3: short term rates down 85% long term rates up 40% - -417 2 791 -171 -210 - - Scenario 4: short term rates up 85%, long term rates down 40% - -5 143 34 426 -2 110 -2 591 - - Scenario 5: short term rates up (85%) - -5 143 34 426 -2 110 -2 591 - - Scenario 6: short term rates down (85%) - -417 2 791 -171 -210 - - Interest rate curve 31.12.2015 The yield curve consists of NOWA, NIBOR, NOK SWAP and interpolated points between them. 72 SKANDIABANKEN ASA GROUP Currency The net currency position (long or short) is measured in each currency. Long and short positions are also summarised. Exposure against limit is the highest absolute value of the long and short position. The exchange rate risk as of 31 December 2015 is NOK 17 million. A weakening of 10 percent in the NOK-SEK exchange rate would increase exchange rate risk by NOK 1.5 million. In NOK thousands Net currency position TNOK USD SEK EUR JPY CHF GBP Other 2 861 -16 793 -175 0 0 1 0 Shares and funds Skandiabanken’s equity investments relate to strategic ownership positions and certain minor shareholdings in newly established funds. The total expected fair value amounts to NOK 8.91 million. A weakening of the price of the share or fund of 30 percent would reduce the value of the portfolio by NOK 6.24 million. Share and fund portfolio Fair value (in NOK thousands) Value after 30 percent drop 1 533 1 073 BankAxept AS Bank ID Norge AS 1 379 965 Utsikt2050 2 000 1 400 Utsikt2040 2 000 1 400 Utsikt2030 2 000 1 400 Total share and fund portfolio 8 91 2 6 238 Credit spread risk The calculation of credit spread risk is based on Solvency II, ref. Finanstilsynet’s Circular 9/2015, and is modelled as a stress test. In NOK thousands Fair value 31.12.2015 (thousands) Duration (weighted) AAA (sovereign) 413 047 2 652 - - AAA (covered bonds) 3 370 516 2 352 6 47 557 AA (municipalities) 3 497 170 1 445 11 55 572 Total 7 280 733 - - 103 128 Rating Spread change Credit spread risk Unrated Norwegian municipalities are placed in rating category AA. - ANNUAL REPORT 2015 - 73 Note 25 Repricing structure In NOK thousands 2015 1 month 1-3 months 3-12 months 1-5 year Without Over interest rate 5 years exposure Total Cash and receivables with central bank 559 507 559 507 Loans to and receivables from credit institutions 605 532 605 532 Loans to customers 262 960 56 612 954 56 875 914 - 105 347 Write-downs for individually assessed impaired loans to customers Write-downs for collectively assessed impaired loans to customers Net loans to customers, central bank and credit institutions Commercial paper and bonds 1 427 999 56 612 954 - 1 475 817 5 225 236 579 680 - - - 105 347 - 6 963 - 6 963 -112 310 57 928 643 7 280 733 Shares and funds available for sale 139 912 139 912 Derivatives at fair value through profit and loss 555 555 Intangible assets 832 832 10 068 10 068 3 581 3 581 Other assets 139 159 139 159 Advance payment and accrued income 77 499 77 499 259 296 65 580 982 Deferred tax assets Property, plant and equipment Total assets 2 903 816 61 838 190 579 680 - - Liabilities Loans and deposits from credit institutions 11 515 Deposits from customers 11 515 45 457 206 45 457 206 Taxes payable Debt securities issued 10 170 435 4 122 351 Other liabilities Subordinated loan Total liabilities 74 32 789 32 789 699 875 14 992 661 301 987 498 812 10 680 762 301 987 498 812 49 579 557 - - - 1 034 651 61 294 970 SKANDIABANKEN ASA GROUP Note 25 Repricing structure (continued) In NOK thousands 2014 Cash and receivables with central bank Loans to central bank 1 month 1-3 months 3-12 months 1-5 year Without Over interest rate 5 years exposure Total 587 744 587 744 700 000 700 000 Loans to and receivables from credit institutions 203 103 Loans to customers 262 489 203 103 50 787 917 51 050 406 Write-downs for individually assessed impaired loans to customers -92 089 -92 089 Write-downs for collectively assessed impaired loans to customers -7 140 -7 140 -99 229 52 442 024 Net loans to customers, central bank and credit institutions 1 753 336 50 787 917 - Commercial paper and bonds 2 191 592 5 377 637 1 487 822 - - 9 057 050 Shares and funds available for sale 2 486 Intangible assets - Deferred tax assets 7 473 Property, plant and equipment Other assets Advance payment and accrued income Total assets 2 486 3 944 928 56 165 554 1 487 822 - - 7 473 2 425 2 425 97 701 97 701 107 763 107 763 118 619 61 716 922 Liabilities Loans and deposits from credit institutions Deposits from customers 11 638 11 638 42 427 557 42 427 557 Taxes payable Debt securities issued 139 139 11 484 797 4 203 292 Other liabilities Subordinated loan Total liabilities 327 772 327 772 466 911 59 037 240 443 045 53 923 992 4 646 337 - ANNUAL REPORT 2015 - 139 139 15 688 089 443 045 - - - 75 Note 26 Financial derivatives Skandiabanken ASA uses currency derivatives to manage exchange rate risk. The scope of the above is limited as the company does not have any lending or borrowing in foreign currency. Derivatives are therefore only used in relation to other liabilities in foreign currency. Skandiabanken ASA does not use hedge accounting. Consequently, currency derivatives are recognised at fair value through profit and loss and included in the trading portfolio. No other types of derivative contracts such as interest-related contracts were entered into in 2015, as the company does not make any fixed-interest loans. Derivatives in the trading portfolio: In NOK thousands 31.12.2015 Nominal value Positive market value Negative market value Currency derivatives 51 973 555 0 Total currency derivatives 51 973 555 0 As of 31 December 2014, Skandiabanken ASA (Skandiabanken AB NUF) had no derivatives in the balance sheet. Comparative figures for 2014 are therefore not presented. Offsetting through ISDA agreements Skandiabanken ASA has in connection with derivatives trading entered into ISDA agreements with Skandia Capital AB. This means that Skandiabanken ASA has a right to offset if the counterparty defaults on their obligations. Skandiabanken ASA has not entered into other agreements with counterparties which are entitled to set-off. Note 27 Operational risk Operational risk Operational risk means unexpected fluctuations in results which are attributable to inadequacies or failures in internal processes and systems, employees or external events, which oblige the Bank to retain financial capital in order to safeguard itself against substantial and unexpected operational losses. The definition also includes legal risk, i.e. the risk that an agreement or legal action cannot be performed in line with underlying assumptions; and compliance risk, i.e. the risk of non-compliance with statutory provisions, internal guidelines, industry standards, etc., as well as reputation risk. The policy for operational risk, including contingency plans, describes preventive and mitigating measures. In addition to policies and instructions, and procedure and job descriptions, Skandiabanken has a self-evaluation process for operational risk. This process is intended to identify operational risk and quantify any potential ensuing losses. This work results in action plans whose implementation is subject to ongoing monitoring. The evaluation is performed each year and includes quarterly updates and follow-up. 76 Commercial and strategic risk Commercial risk is the risk that earnings will weaken and is largely attributable to the following risk factors: Changes in volumes, interest margins and other price changes associated with borrowing and lending, weakened net commission income and earnings that are insufficient to cover costs. Measurement of commercial risk takes into account changes due to credit losses and other risks such as market risk, liquidity risk and operational risk. The size of commercial risk is essentially affected by variations in net interest and commission. Some costs vary in line with volume- and transaction-based changes in income, other costs are deemed to be variable without being volume- or transaction-based, while further costs are deemed to be fixed. Management’s short-term opportunities to influence potential losses of income depend on the ratio of variable to fixed costs. Commercial risk is managed through diversification of income, stable revenue generation and cost control. Strategic risk refers to the long-term risk that arises as a result of erroneous or imperfectly conceived commercial decisions, poor or incorrect implementation of decisions, or inadequate sensitivity to changes in society, competition, technology, the regulatory system or the financial sector. SKANDIABANKEN ASA GROUP Note 28 Net interest income Net interest income: 2015 In NOK thousands Loans to and receivables from credit institutions Loans to customers 2014 Recognised at amortised cost Recognised at fair value Total Recognised at amortised cost Recognised at fair value Total 14 733 0 14 733 21 004 0 21 004 1 757 523 0 1 757 523 1 905 327 0 1 905 327 Commercial paper and bonds 0 128 645 128 645 0 166 654 166 654 1 772 256 128 645 1 900 901 1 926 331 166 654 2 092 985 -7 380 0 -7 380 -6 368 0 -6 368 Deposits from customers -620 181 0 -620 181 -874 020 0 -874 020 Debt securities issued Total interest income Loans and deposits from credit institutions -236 615 0 -236 615 -291 671 0 -291 671 Subordinated loan -12 772 0 -12 772 -13 327 0 -13 327 Other interest expenses -62 127 0 -62 127 -62 412 0 -62 412 Total interest expense -939 075 0 -939 075 -1 247 798 0 -1 247 798 833 181 128 645 961 826 678 533 166 654 845 187 Net interest income Interest income from loans to customers: In NOK thousands 2015 Home loans Car loans Consumer loans Other loans* Total interest income from loans to customers 1 471 343 79 408 29 843 176 929 1 757 523 2014 1 635 912 82 876 0 186 539 1 905 327 * credit card, account credit and custody account credit - ANNUAL REPORT 2015 - 77 Note 29 Net commission and fee income Net commission and fee income In NOK thousands 2015 2014 Interbank commissions Card commissions Securities commissions Payment processing Insurance services Total commission and fee income 1 625 84 018 58 448 127 471 1 172 272 734 1 643 83 501 48 085 132 832 1 298 267 359 Interbank commissions Card commissions Securities commissions Payment processing Insurance services Total commission and fee expenses -6 813 -38 544 -18 089 -35 519 -17 053 -116 018 -7 717 -43 644 -13 623 -35 576 -18 735 -119 295 156 716 148 064 Net commission and fee income Note 30 Net gain (loss) on financial instrument Gain (loss) on financial instruments recognised through profit and loss: In NOK thousands 2015 2014 1) Realisation of financial instruments available for sale: Gain (loss) by realisation of financial instruments available for sale -hereof shares and funds -hereof commercial paper, bonds and other interest bearing securities Total gain by realisation of instruments available for sale 1 519 0 1 519 1 519 23 702 18 825 4 877 23 702 555 555 0 0 -8 855 -8 855 -2 592 -2 592 Net gain (loss) on currency items Total gain (loss) on currency items -4 491 -4 491 -537 -537 Total gain (loss) on financial instruments recognised through profit and loss: -11 272 20 573 2) Financial instruments at fair value through profit and loss Unrealised gain on derivatives Total gain on financial instruments at fair value through profit and loss 3) Financial instruments at amortised cost: Gain (loss) by repurchase of own bonds/commercial paper at amortised cost: Total loss on financial instruments at amortised cost 4) Currency 78 SKANDIABANKEN ASA GROUP Note 31 Operating expenses Other administrative expenses In NOK thousands Properties and premises expenses IT expenses Advertisement and marketing expenses Services provided by Skandia Group companies excluding IT-cost Temporary employment agencies Consultants and other external services Telephone and postage Other operating expenses Total administrative expenses 2015 -16 915 -112 874 -34 980 -103 328 -25 723 -49 704 -12 278 -14 340 -370 142 2014 -15 580 -96 130 -33 519 -37 560 -30 720 -43 701 -15 227 -15 463 -287 901 Depreciations and write-downs on fixed and intangible assets In NOK thousands Depreciations during the year Write-downs during the year Total depreciations and write-downs during the year 2015 2014 -1 298 0 -1 298 -1 486 0 -1 486 Note 32 Remuneration to the statutory auditor In NOK thousands 2015 2014 Remuneration to the statutory auditor Statutory audit Other certification services Tax-related services Other services Total remuneration to the statutory auditor 1 127 0 21 105 1 253 641 0 0 141 782 Remuneration to the statutory auditor is presented including VAT. During 2015, the statutory auditor for the Skandiabanken Group has been Deloitte AS. - ANNUAL REPORT 2015 - 79 Note 33 Personnel expenses and benefits/remuneration to executive management and governing bodies Personnel expenses In NOK thousands Wages Pension costs - defined contribution pensions - defined benefit pensions - other pension related costs Payroll tax Other personnel expenses Total personnel expenses 2015 2014 144 503 15 807 5 734 7 507 2 566 26 189 10 564 197 063 126 939 14 515 5 174 7 317 2 024 21 907 9 001 172 362 Restricted assets In NOK thousands Income tax account Total restricted assets 2015 2014 10 511 10 511 6 933 6 933 2015 2014 258 238 242 32 220 205 220 39 Employees Total employees as at 31.12 Total FTEs as at 31.12 Average number of employees FTEs temporary employees as at 31.12 Remuneration to Executive management, the Board of Directors, the Control committee etc. 2015 Name and position Executive management Magnar Øyhovden, Chief Executive Officer Henning Nordgulen, Chief Financial Officer (from 3 August 2015) 80 Agreed fixed annual salary 2015 Paid perfor- Paid other Paid variable mancesalaries salary related 2015 salary 2015 2015 Total paid salaries 2015 Benefits in kind and other benefits 2015 Total remuneration paid / received in 2015 Pension Loan as at cost 2015 31.12.2015 Shares as at 31.12.2015 1) 2) 3) 4) 5) 2 227 2 469 540 996 4 004 37 4 041 337 4 614 6 815 1 900 760 - 272 1 032 28 1 060 27 0 6 814 1 634 1 800 338 564 2 702 47 2 749 66 2 947 3 260 Geir Berge Hansen, Head of Strategy Johnny Anderson, Head of Marketing & Communication 1 056 1 164 127 227 1 518 35 1 553 68 1 786 2 717 Bente Rebnor, Head of HR 1 445 1 630 174 274 2 078 166 2 244 375 0 2 173 Eirunn Skogen, Head of IT Eirik Christensen, Chief Risk Officer (from 1 October 2015) Erik Husø, Head of Legal (from 1 October 2015) Anne-Christine Fiksdal, Head of Product and Process (from 14 September 2015) Magne Angelshaug, Head of Business Development 1 106 1 218 133 106 1 457 214 1 671 315 2 948 2 173 1 150 276 - 83 359 4 363 16 0 2 173 1 130 271 - 49 320 4 324 16 0 652 1 100 317 - 48 365 5 370 19 0 3 260 1 141 1 350 138 266 1 754 18 1 772 66 0 2 608 6) SKANDIABANKEN ASA GROUP Note 33 Personnel expenses and benefits/remuneration to executive management and governing bodies (continued) Remuneration to Executive Management, the Board of Directors, the Control Committee etc. 2015 Name and position Agreed annual board remuneration 2015 Agreed Agreed annual annual remuremuneration neration for board from group commit- companies tees 2015 2015 Paid board remuneration 2015 Paid Paid remucommitneration Paid other tee remu- from group compenneration companies sation 2015 2015 2015 Total remuneration paid / received Loan as at in 2015 31.12.2015 Shares as at 31.12.2015 The Board of Directors Niklas Midby (chairman) 450 63 - 225 31 - 450 706 - 10 869 August Baumann - 125 70 - 100 295 - - 250 140 Mai-Lill Ibsen 250 175 101 125 88 50 100 363 - - Ragnhild Wiborg 250 113 101 125 56 50 100 332 - - - - - - - - 878 878 49 2 173 - - - - - - - - 6 980 543 - - - - - - - - 1 910 326 - - - - - - - - - - Øyvind Thomassen 7) Silveli Vannebo, Employee representative Jon Holmedal, Employee representative (deputy) The Control Committee Bjarne Haldorsen Erik Hoffmann-Dahl - - - - - - - - 3 456 - Vidar Broder Lund - - - - - - - - - - Tore Mydske - - - - - - - - - - Loans to employees in Skandiabanken ASA 385 606 Executive Management, the Board of Directors, the Control Committee etc. 2014 Name and position Magnar Øyhovden, Branch manager for Skandiabanken AB’s Norwegian branch Agreed fixed annual salary as at 31.12.14 Paid perfor- Paid other Paid variable mancesalaries salary related 2014 salary 2014 2014 1) 2) 3) 4) 2121 2 176 168 258 Total paid salaries 2014 Benefits in kind and other benefits 2014 5) 2 344 19 Total remuneration paid / received in 2014 2 363 Loan as at Pension 31.12.2014 cost 2014 217 Shares as at 31.12.2014 1 739 n.a In 2014, Magnar Øyhovden was the only person in the Norwegian management team to be part of the Executive management of Skandiabanken AB. As a result he was the only one regarded as a senior executive for Skandiabanken AB NUF. 1) Agreed annual fixed salary/fees at the end of the year. 2) Paid fixed salary and holiday pay for both profit-related pay and other variable pay. 3) Paid profit-related pay earned in previous years. The CEO and Head of Strategy also received pay related to an expired 2011 performance scheme in 2015. Profit-related pay earned in 2015 will be paid out in 2016. 4) Paid variable pay such as extraordinary compensation other than profit-related pay. For 2015 this also includes compensation for work related to the reorganisation and IPO-process. In December 2015, Mr. Øyhovden received an erroneous other variable salary of NOK 150 thousand which was paid back in January 2016. 5) Other benefits in kind include the cost of telephones, broadband, insurance, loans at beneficial interest rates, use of company cars etc. 6) Includes 293 shares owned by close family members. 7) Paid profit-related pay earned in previous years as Head of Skandiabanken AB Nuf. Serves as a representative for Skandia Liv and has elected not to receive remuneration for his duties on the Board of Directors. 8) Employee representatives do not receive separate remuneration for their duties on the Board of Directors. The Board of Directors’ declaration on the setting of salaries and other remuneration to Executive Management in Skandiabanken ASA 1. In general This declaration has been prepared by the Board of Directors of Skandiabanken ASA (“the Company”) pursuant to Section 6-16a of the Norwegian Public Limited Liability Companies Act for consideration at the annual general meeting of 28 April 2016. The Board of Directors has appointed a special remuneration committee consisting of two directors. The committee functions as an advisory body for the Board of Directors and shall arrange for a thorough and independent preparation of matters involving remuneration to the Company’s management employees. - ANNUAL REPORT 2015 - >> 81 >> Note 33 Personnel expenses and benefits/remuneration to executive management and governing organs (continued) 2.Main principles for the company’s management compensation policy Management compensation at Skandiabanken ASA is determined on the basis of the following main principles: opportunity to affect. Maximum performance-based compensation is one and one half of monthly salary. The performance-related compensation scheme is determined by the Board of Directors. Management compensation shall be competitive and suited to attracting and retaining capable managers. The compensation (the sum of remuneration received) should normally be around the average of management compensation for corresponding managers at comparable enterprises. Management compensation shall be set at all times with appropriate consideration for the Company’s financial situation and shall be set at a level that can be justified on the basis of the Company’s financial position. The scheme is general, and the payments do not constitute more than 1.5 of monthly salary per year and are a part of a general, non-discretionary policy which covers the entire institution. This means that the scheme may be exempted from the Norwegian Regulations relating to Remuneration Systems in Financial Institutions, see Norwegian Financial Supervisory Authority Circular 15/2014 (in Norwegian only). Management compensation shall be composed so that it motivates additional effort for improvement of the enterprise and the Company’s results. The main element in management compensation shall be fixed salaries, but variable additional payments may be made of such a type that they motivate managers’ efforts for the Company. Variable payments shall be reasonable based on the Company’s results in the year in question but limited to a maximum one and one half of monthly salary. The variable payments shall be related to factors which the individual has an opportunity to affect. The compensation system should stimulate efforts which yield results beyond the individual’s area of responsibility, but always according to the risk profile the Bank has defined as acceptable. The compensation system shall be comprehensible and acceptable both internally at Skandiabanken and externally. The compensation system shall not be disproportionately difficult to explain to the public and shall not result in disproportionate complexity for administration. The compensation system shall be flexible so that adjustment may be done when the needs change. In order to offer competitive compensation, Skandiabanken must have a flexible compensation system. The compensation system must allow for special solutions being agreed that are adapted to the individual’s needs, but it shall nevertheless be clear and simple. 3.Guidelines for setting salaries and other remuneration during the 2016 fiscal year The starting point for setting salaries is the total level of base salary and other benefits. This level shall be competitive, but not a pacesetter among salaries. The base salary should normally be the main element in managers’ compensation. The base salary will be set on the basis of duties, level of responsibility, competence and seniority. The individual benefits that are used are commented on more specifically below. Unless otherwise indicated below, special terms and conditions, frameworks or allocation criteria shall not apply for the mentioned remuneration. Performance-related compensation scheme The Company has a common performance-related compensation scheme for all permanent employees with positions equivalent to 40% or more of full-time employment. The scheme shall ensure that the Company reaches overall goals and strategies, as well as ensure good interaction across the Company’s units. The performance-based compensation is tied to Skandiabanken’s results and other factors which the individual has an 82 Options and other forms of remuneration that are tied to shares or the trend in the share price The Company may not provide remuneration to management employees in the form of options and other remuneration that is tied to shares in the Company or the share price. This includes establishment of incentive programmes or option programmes. Pension schemes Agreements have not been made on early retirement pension schemes. However, the Company may enter into such agreements in the future. The Company is required to have an occupational pension scheme under the Norwegian Mandatory Occupational Pension Act. Skandiabanken’s pension schemes satisfy the requirements in the Act. Management employees participate in the Company’s occupational pension scheme. Post-employment compensation schemes The Company does not have special agreements on post-employment compensation for management employees. Benefits in kind Managers may be granted benefits in kind that are customary for comparable positions, such as free telephone, home computer, free broadband connection, newspapers, company car/car allowance and parking. There are no special limitations on what kinds of benefits in kind may be agreed. Other benefits Other variable elements may be used in the remuneration or other special benefits may be granted than what is mentioned above, if this is considered appropriate in order to attract and/or retain a manager. There are no special limitations on what kinds of other benefits may be agreed. 4.Setting of management compensation at other companies in the Skandiabanken Group Other companies in the Skandiabanken Group shall follow the main principles for the Company’s management compensation policy as described in Section 2. The objective is to coordinate the compensation policy and the schemes that are used for variable benefits in the entire Group. 5.Statement regarding management compensation policy and effects of agreements on remuneration in the 2015 fiscal year. The management compensation policy at Skandiabanken for the 2015 fiscal year has been implemented according to the guidelines for setting salaries and other remuneration as described above. SKANDIABANKEN ASA GROUP Note 34 Tax expense In NOK thousands 2015 2014 133 745 139 139 851 165 Specification of tax expense: Taxes payable Changes in deferred tax Correction of deferred tax previous year 0 6 477 Correction of taxes payable previous year 0 -2 205 134 596 143 576 Profit before tax 509 815 515 475 Expected tax expense at nominal rate of 27 % 137 650 139 178 Total tax expense Reconciliation of the tax expense Tax effect from none deductible expenses and tax-exempt income 691 165 Tax effect from tax-exempt income from shareholdings and funds -20 -39 Tax effect of changed tax rate for deferred tax assets recognised in the balance sheet 269 0 Tax effect from costs booked against other equity related to capital increase and interest to Tier 1 capital holders Correction previous year (net) Total tax expense Effective tax rate -3 994 0 0 4 272 134 596 143 576 26.4 % 27.9 % 7 473 10 815 The year's changes in deferred tax asset (deferred tax): Deferred tax asset as at 1 January Change recognised through profit and loss Change recognised through other comprehensive income Correction of deferred tax asset previous year Total deferred tax assets (deferred tax) as at 31 December Change related to fixed assets and intangible assets -851 -165 3 446 3 300 0 -6 477 10 068 7 473 -340 -36 Change related to pension liabilities -511 -129 Total change in deferred tax assets recognised through profit and loss -851 -165 Change related to interest bearing securities and shares Change related to pension liabilities 8 881 -5 435 1 907 1 393 Total change in deferred tax assets recognised through other comprehensive income 3 446 3 300 Spesification of deferred tax assets (deferred tax) related to temporary differences: Fixed assets and intangible assets Interest bearing securities and shares Net pension liabilities 26 366 4 269 -4 612 5 773 11 719 10 068 7 473 Deferred tax assets (deferred tax) in the balance sheet recognised through profit and loss 3 365 4 216 Deferred tax assets (deferred tax) in the balance recognised through other comprehensive income 6 702 3 257 10 068 7 473 Total deferred tax assets (deferred tax) Total deferred tax assets (deferred tax) Deferred tax assets and deferred tax liabilities are offset and recognised net when this is legally justifiable and the items relate to the same tax authority. In connection with the establishment of Skandiabanken ASA, tax payable in the balance sheet was reduced by around NOK 100 million in respect of actual tax payable for the period 1 January 2015 to 31 December 2015. The reduction was attributable to the fact that the liability for tax payable for the period 1 January 2015 – 4 October 2015 rests with the Swedish company Skandiabanken AB. At the same time NOK 100 million in liquid funds was also transferred to Skandiabanken AB to enable the company to cover this liability on maturity. - ANNUAL REPORT 2015 - 83 Note 35 Classification of financial instruments In NOK thousands Financial instruments at fair value through profit and loss Financial instruments carried at amortised cost Total Cash and receivables with central bank 559 507 559 507 Loans to and receivables from credit institutions 605 532 605 532 56 763 604 56 763 604 31.12.2015 Financial instruments available for sale Financial Assets Loans to customers Commercial paper and bonds Shares and funds Derivatives 7 280 733 7 280 733 139 912 139 912 555 555 Other assets Total financial assets 555 7 420 645 216 658 216 658 58 145 301 65 566 501 Financial liabilities Loans and deposits from credit institutions 11 515 11 515 Deposits from customers 45 457 206 45 457 206 Debt securities issued 14 992 661 14 992 661 Subordinated loan 498 812 498 812 Other liabilities 278 895 278 895 - 61 239 089 61 239 089 Financial instruments available for sale Financial instruments carried at amortised cost Total 1 287 744 1 287 744 Total financial liabilities In NOK thousands 31.12.2014 Financial instruments at fair value through profit and loss Financial Assets Cash and receivables with central bank Loans to and receivables from credit institutions Loans to customers Commercial paper and bonds Shares and funds 203 103 50 951 177 9 057 050 9 057 050 2 486 Other assets Total financial assets 203 103 50 951 177 9 059 536 2 486 205 464 205 464 52 647 488 61 707 024 11 638 11 638 Financial liabilities Loans and deposits from credit institutions Deposits from customers 42 427 557 42 427 557 Debt securities issued 15 688 089 15 688 089 Subordinated loan 443 045 443 045 Other liabilities 284 365 284 365 58 854 694 58 854 694 Total financial liabilities Assets recognised at amortised cost are classified in the category loans and receivables. 84 - SKANDIABANKEN ASA GROUP Note 36 Commercial paper and bonds In NOK thousands 2015 Commercial paper and bonds available for sale Nominal value State- and state guaranteed securities Cost value Fair value Relative share 413 000 412 995 413 046 5.7 % Other governmental issuer (municipalties) 3 505 032 3 506 524 3 497 170 48.0 % Covered bonds 3 371 500 3 382 290 3 370 516 46.3 % Total commercial paper and bonds 7 289 532 7 301 809 7 280 733 100,0 % Listed securities Non-listed securities Total commercial paper and bonds 4 906 880 67.4 % 2 373 852 32.6 % 7 280 733 100.0 % In NOK thousands 2014 Commercial paper and bonds available for sale Nominal value Cost value Fair value Relative share 458 000 458 065 457 609 5.1 % 4 984 787 4 987 163 4 991 717 55.1 % State- and state guaranteed securities Other governmental issuer (municipalties) Covered bonds 3 574 500 3 594 736 3 607 724 39.8 % Total commercial paper and bonds 9 017 287 9 039 964 9 057 050 100.0 % 5 193 924 57.3 % Listed securities Non-listed securities Total commercial paper and bonds - ANNUAL REPORT 2015 - 3 863 126 42.7 % 9 057 050 100.0 % 85 Note 37 Shares and mutual funds Shares and mutual funds, available for sale: In NOK thousands 2015 2014 2 912 6 000 131 000 139 912 2 486 0 0 2 486 Share assessed based on other valuation techniques (Level 3)* 133 912 2 486 Listed securities Non-listed securities Total shares and mutual funds, available for sale 0 139 912 139 912 0 2 486 2 486 Shares Mutual funds Membership in VISA Norge FLI Total shares and mutual funds, available for sale Valuations techniques: Investments in shares and mutual funds as at 31 December 2015: In NOK thousands Name Country Bank Axept AS Norway Bank ID Norge AS Norway VISA Norge FLI* Norway Utsikt 2030 Norway Utsikt 2040 Norway Utsikt 2050 Norway * Reference is made to further description in note 39. 86 Carrying value Number of shares Ownership 1 533 1 533 2 630 2.60 % 1 379 1 379 740 1.48 % 131 000 131 000 n.a 5.85 % 2 000 2 000 2 000 2 000 2 000 2 000 Fair value SKANDIABANKEN ASA GROUP Note 38 Fair value of financial instruments at amortised cost In NOK thousands Carrying value 31.12.2015 Fair value 31.12.2015 559 507 559 507 Assets Cash and receivables with central bank Loans to central bank 0 0 605 532 605 532 56 763 604 56 763 604 216 658 216 658 58 145 301 58 145 301 11 515 11 515 Deposits from customers 45 457 206 45 457 206 Debt securities issued 14 992 661 14 881 584 498 812 491 900 Loans to and receivables from credit institutions Loans to customers Other assets Total financial assets at amortised cost Liabilities Loans and deposits from credit institutions Subordinated loan Other liabilities Total financial liabilities at amortised cost 31.12.2015 Level 1 278 895 278 895 61 239 089 61 121 100 Level 2 Level 3 Total Assets Cash and receivables with central bank 559 507 Loans to central bank Loans to and receivables from credit institutions Loans to customers Other assets Total financial assets at amortised cost 559 507 559 507 0 0 605 532 605 532 56 763 604 56 763 604 216 658 216 658 57 585 794 58 145 301 Liabilities Loans and deposits from credit institutions 11 515 11 515 45 457 206 45 457 206 14 881 584 0 14 881 584 491 900 0 491 900 278 895 278 895 15 373 484 45 747 616 61 121 100 Deposits from customers Debt securities issued Subordinated loan Other liabilities Total financial liabilities at amortised cost Fair value of financial instruments measured at amortised cost Cash and cash equivalents, loans to credit institutions and loans to customers, deposits, subordinated debt and debt securities are measured at amortised cost. Measurement at amortised cost imply that a financial asset or liability is recognised to the present value of the contractual cash flows using effective interest rate method, adjusted for potential impairment. This measurement method will not necessarily provide a carrying value equal to the fair value of the financial instrument due to volatility in the market, changed market conditions, asymmetrical information and changes in investors risk- and return expectations. >> Cash and cash equivalents and loans and advances: Fair value is estimated based on amortised cost as all assets are recognised in the accounts based on the contractual cash flow with floating interest rate and that loans with impairment indicators are written down to fair value of expected cash flows. There is no active market for loan portfolios. Deposits and debt to credit institutions are liabilities with floating interest rate and as there have not been any significant changes in the credit spread, amortised cost is assumed to be a reasonable approximation to fair value. Debt securities and subordinated loans are measured at fair value based on prices sourced from Nordic Bond Pricing. Nordic Bond Pricing has estimated the fair value based on available price information from investment banks and brokers trading in the bond markets. - ANNUAL REPORT 2015 - 87 >> Note 38 Fair value of financial instruments at amortised cost (continued) Carrying value 31.12.2014 Fair value 31.12.2014 587 744 587 744 700 000 700 000 203 103 203 103 50 951 177 50 951 177 205 464 205 464 52 647 488 52 647 488 11 638 11 638 Deposits from customers 42 427 557 42 427 557 Debt securities issued 15 688 089 15 768 000 443 045 443 045 In NOK thousands Assets Cash and receivables with central bank Loans to central bank Loans to and receivables from credit institutions Loans to customers Other assets Total financial assets at amortised cost Liabilities Loans and deposits from credit institutions Subordinated loan Other liabilities Total financial liabilities at amortised cost 31.12.2014 Level 1 284 365 284 365 58 854 694 58 934 605 Level 2 Level 3 Total Assets Cash and receivables with central bank Loans to central bank 587 744 700 000 Loans to and receivables from credit institutions Loans to customers Other assets Total financial assets at amortised cost 587 744 1 287 744 700 000 203 103 203 103 50 951 177 50 951 177 205 464 205 464 51 359 744 52 647 488 Liabilities Loans and deposits from credit institutions Deposits from customers Debt securities issued 0 15 768 000 443 045 443 045 Other liabilities 284 365 284 365 43 166 605 58 934 605 Reference is made to a description of the fair value hierarchy in note 39. 88 11 638 42 427 557 Subordinated loan Total financial liabilities at amortised cost 15 768 000 11 638 42 427 557 15 768 000 SKANDIABANKEN ASA GROUP Note 39 Financial instruments at fair value In NOK thousands Carrying value 31.12.2015 Fair value 31.12.2015 7 280 733 7 280 733 139 912 139 912 555 555 7 421 200 7 421 200 0 0 Assets Commercial paper and bonds Shares and funds available for sale Derivatives Total financial assets at fair value Liabilities Total financial liabilities at fair value 31.12.2015 Commercial paper and bonds Level 1 Level 2 2 384 993 0 Shares and funds available for sale Derivatives Total financial assets at fair value Level 3 Total 4 895 740 0 7 280 733 6 000 133 912 139 912 0 555 0 555 2 384 993 4 902 295 133 912 7 421 200 There has been no transfers of financial instruments between Level 1 and Level 2 in 2015. Financial instruments recognised at fair value, level 3: In NOK thousands Shares available for sale Opening balance 1 January 2015 Total 2 486 2 486 131 426 131 426 Acqusitions/exits 0 0 Sale 0 0 Settlement 0 0 Transferred from level 1 or level 2 0 0 Transferred to level 1 or level 2 0 0 Other 0 0 133 912 133 912 Net gain/(loss) on financial instruments Closing balance at 31 December 2015 - ANNUAL REPORT 2015 - >> 89 >> Note 39 Financial instruments at fair value (continued) Information regarding fair value of securities at Level 3: 1) Calculation of the fair value of the holdings in BankAxept AS and BankID Norge AS: Skandiabanken ASA has opted to use the tax values of 1 January 2016 as basis for the calculation of fair value as of 31 December 2015. Based on information gathered from both companies as well as restrictions related to ownership, Skandiabanken has considered that the tax value to be a prudent approximation of fair value. 2) Calculation of the fair value of the membership in Visa Norge FLI (“Visa Norge”): Skandiabanken ASA refers to the press release of 27 January 2016 regarding the increased value of the membership in Visa Norge related to the sale of Visa Europe Ltd. to Visa Inc. Skandiabanken ASA has recognised an increase in the holdings of Visa Norge of NOK 131 million in the balance sheet as of 31 December 2015. The increase in value is in part based on information and assumptions presented in an information memorandum received from Visa Norge containing descriptions of the preliminary estimate of the proceeds Visa Norge expects from sales of its share of Visa Europe Ltd. to Visa Inc. Visa Norge’s proceeds: As described in the information memorandum, Visa Norge’s estimated proceeds will contain the following elements (for further information, please refer to the Visa Inc. PPA): 1) Cash payment: Visa Norge has estimated its share of the cash payment to amount to EUR 244.4 million. 2) Convertible stocks: Visa Norge has estimated its share of convertible stocks to amount to EUR 83.9 million. This is based on an estimate of 93,564 Series C Convertible Preferred Stock with a conversion factor of 1 to 13,952 of listed Class A common stocks. 3) Conditional cash payment: According to Visa Norge the conditional cash payment may vary from 0 to EUR 4.7 billion in total for all owners of Visa Europe Ltd. It is considered difficult to estimate an amount related to this element as the determining factors are unknown. Skandiabanken ASA’s share of the proceeds: Visa Norge has stated in its information memorandum that the final allocation amongst its membership banks in Norway will be based on the same principles Visa Europe Ltd. has used in its allocation. Parameter Shift in exchange rate of NOK/EUR of +/- 10 % Shift in exchange rate of NOK/USD of +/- 10 % Shift in share price of Visa Inc. of +/- 10 % Shift in liquidity discount on the stocks received of +/- 10 basis points Shift in Visa Norge’s share of the transaction of +/- 10 % basis points 90 As indicated in the information memorandum an estimate for this allocation could be each member’s voting rights in Visa Norge. Skandiabanken ASA has estimated the voting rights to be 5.85 percent based on average voting rights over the last three years, deducted for estimated discounts and market support the Bank has received from the Visa-system. Fair value estimate of Skandiabanken ASA’s membership in Visa Norge: Based on the information presented above, Skandiabanken has based the estimate of fair value of Skandiabanken’s membership in Visa Norge to consist of the following components: 1) Cash payment: NOK 137.5 million 2) Convertible stocks:NOK 26.4 million 3) Conditional cash payment: NOK 0 In the calculation of the estimate for convertible stocks, Skandiabanken has assumed a liquidity discount of 50%. This is based on the restrictions in transferability of the shares as well as uncertainty regarding Visa Norge’s right to distribute the shares to its member’s earlier than after 4 years. Skandiabanken has opted not to recognise any value to the conditional cash proceeds as the conditions for the distribution are highly uncertain. Additionally, Skandiabanken has opted to discount the above mentioned estimates by 20 percent based on share price risk, currency risk, risk regarding tax treatment of the transaction and the risk of the transaction not being performed (based on lack of accept from competition authorities or other external factors). According to the information memorandum, the tax treatment of the transaction is not concluded. It is however expected that the transactions will comply with the exemption method (Norwegian: “Fritaksmetoden”) and thereby will be taxed with 25 percent on 3 percent income gain. In a case where ordinary gains tax treatment is applied, the values transferred to the Banks equity will be reduced. Based on the above, the estimate for fair value of Skandiabanken ASA’s membership in Visa Norge amounts to NOK 131 million as of 31 December 2015. Sensitivity analysis: The sensitivity in the above mentioned estimate is presented in the following table. This is calculated as isolated effects and any effects where the parameters correlate are not considered. Effect in NOK millions +/- 11.0 +/- 2.0 +/- 2.0 +/- 8.5 +/- 6.6 SKANDIABANKEN ASA GROUP Note 39 Financial instruments at fair value (continued) In NOK thousands Carrying value 31.12.14 Fair value 31.12.14 9 057 050 9 057 050 2 486 2 486 0 0 9 059 536 9 059 536 0 0 Assets Commercial paper and bonds Shares and funds available for sale Derivatives Total financial assets at fair value Liabilities Total financial liabilities at fair value 31.12.2014 Level 1 Level 2 Level 3 Total Commercial paper and bonds 0 9 057 050 0 9 057 050 Shares and funds available for sale 0 0 2 486 2 486 Derivatives 0 0 0 0 Total financial assets at fair value 0 9 057 050 2 486 9 059 536 There has been no transfers of financial instruments between Level 1 and Level 2 in 2014. Financial instruments recognised at fair value, level 3: In NOK thousands Shares available for sale Total Opening balance 1 January 2014 n.a n.a Net gain/(loss) on financial instruments n.a n.a 2 486 2 486 n.a n.a Acqusitions/exits Sale Settlement n.a n.a Transferred from level 1 or level 2 n.a n.a Transferred to level 1 or level 2 n.a n.a Other n.a n.a 2 486 2 486 Closing balance at 31 December 2014 Financial assets and debt recognised at fair value, either due to classification as held for trade, designated at fair value through profit or loss on initial recognition (fair value option) or held for sale, shall be classified in a fair value hierarchy depending on the reliability of the fair value estimate. Level 1 is assets or liabilities priced in an active market, level 2 are prices determined based on observable input data from similar assets (either directly or indirectly) and level 3 is fair value based on unobservable input data. Fair value hierarchy Level 1: Quoted prices in active markets for identical assets or liabilities that the entity has access to at the reporting date. Active market is a market where quoted prices are easily accessible at a stock exchange or similar trading place, a broker or other entity that publish price information. Quoted prices shall represent actual and frequent transactions. For Skandiabanken, level 1 assets and liabilities comprise listed interest-bearing bonds and shares. - ANNUAL REPORT 2015 - >> 91 >> Note 39 Financial instruments at fair value (continued) Level 2: Other prices than the quoted prices in level 1 and that are observable either directly or indirectly. Interest-bearing bonds that are valued based on prices sourced from trading places, brokers or other entities that publish price information, but where there are no active market since no official prices are available, are categorised as level 2. When using valuation methods, external data are applied to discounted cash flows (e.g. prices quoted by third-parties or prices for similar instruments). The discount rate is implicit in the market interest rate with respect to credit- and liquidity risk. For all financial instruments on level 2, fair value is determined by discounted cash flow models. Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities and the membership interest in Visa Norge. Note 40 Other assets In NOK thousands Receivables from fund managers and other receivables Other assets Total other assets 2015 2014 133 698 5 461 139 159 94 266 3 435 97 701 Receivables from fund managers and other receivables constitutes mainly of unsettled settlements against fund managers arising from customer sales of funds. 92 SKANDIABANKEN ASA GROUP Note 41 Intangible assets In NOK thousands Acquistion cost at 01.01.2014 Additions during the year Software and licenses Total 69 360 69 360 - Disposals during the year - Acquistion cost at 31.12.2014 69 360 69 360 Accumulated depreciation at 01.01.2014 69 347 69 347 Depreciations during the year 13 13 Write-downs during the year - - Disposals during the year - - 69 360 69 360 - - 69 360 69 360 847 847 Acquistion cost at 31.12.2015 70 207 70 207 Accumulated depreciation at 01.01.2015 Accumulated depreciation at 31.12.2014 Balance sheet value at 31.12.2014 Acquistion cost at 01.01.2015 Additions during the year Disposals during the year 69 360 69 360 Depreciations during the year 15 15 Write-downs during the year - - Disposals during the year - - 69 375 69 375 832 832 Accumulated depreciation at 31.12.2015 Balance sheet value at 31.12.2015 Expected useful life 5 years - ANNUAL REPORT 2015 - 93 Note 42 Property, plant and equipment In NOK thousands Acquistion cost at 01.01.2014 Leasehold improvements Machinery, fixtures and means of transport Total 4 126 12 574 16 700 Additions during the year - 593 593 Disposals during the year - 5 028 5 028 Acquistion cost at 31.12.2014 4 126 8 139 12 265 Accumulated depreciation at 01.01.2014 2 745 10 612 13 357 576 896 1 472 - - Depreciations during the year Write-downs during the year Disposals during the year Accumulated depreciation at 31.12.2014 - 4 990 4 990 3 321 6 518 9 839 805 1 621 2 426 4 126 8 139 12 265 164 2 276 2 440 Balance sheet value at 31.12.2014 Acquistion cost at 01.01.2015 Additions during the year Disposals during the year Acquistion cost at 31.12.2015 - 741 741 4 290 9 674 13 964 3 321 6 518 9 839 238 1 046 1 283 - - - Accumulated depreciation at 01.01.2015 Depreciations during the year Write-downs during the year Disposals during the year Accumulated depreciation at 31.12.2015 - 741 741 3 559 6 825 10 383 731 2 850 3 581 5 years 3-5 years Balance sheet value at 31.12.2015 Expected useful life Note 43 Other liabilities In NOK thousands Fund settlement Accrued costs 2014 120 785 89 723 75 230 64 721 Accrued interest 51 740 92 210 Accounts payable 15 469 21 344 Other liabilities Total other liabilities 94 2015 15 671 16 367 278 895 284 365 SKANDIABANKEN ASA GROUP Note 44 Pensions Description of pension schemes at Skandiabanken ASA Skandiabanken ASA is required to have an occupational pension scheme pursuant to the Mandatory Occupational Pensions Act. The company’s pension schemes satisfy the requirements of the Act. Skandiabanken ASA had a defined benefit pension scheme for all of its employees until 31 December 2008. This was closed as at 1 January 2009, and all the employees could choose between maintaining their defined benefit pension scheme or voluntarily converting to a defined contribution scheme. Everyone who has been employed after 1 January 2009 has been automatically registered as a member of the defined contribution scheme. When the actuary makes his calculations related to the value of the net pension obligation, a number of economic assumptions are made in the calculation. These assumptions are based on the assumptions recommended by the Norwegian Accounting Standards Board as at 31 December 2015 and are specified in a separate table below. The factor that most affects the size of the obligation is the discount rate. In 2015, the covered bond rate has been used instead of the previously used government bond rate to discount the pension commitments. It has been assessed that the Norwegian market for covered bonds satisfies the requirement for corporate bonds with a market that is adequately deep. The management regards this a change in estimate and not a change in principle. The defined benefit scheme has a maximum pensionable income of 12 G (G is the National Insurance base amount) for all employees, and there are no employees who have additional pension schemes beyond this. This scheme is an insured scheme provided by Livsforsikringsselskapet Nordea Liv Norge AS. In the defined benefit scheme, the retirement benefit, in combination with benefits from the National Insurance Scheme and taking into account any paidup policies from previous employment, represents approximately 66 percent of the salary earned at retirement age, assuming a full contribution period of 30 years. The retirement age is 67. All else being equal, continued use of the government bond rate as the discount rate would have yielded a pension commitment that was approximately NOK 12 million higher as at 31 December 2015. In the defined contribution scheme, employees receive a contribution paid into a personal pension account with Livsforsikringsselskapet Nordea Liv Norge AS every month. The contribution constitutes 5 percent of pay between 1 and 6 G, and 8 percent of pay between 6 and 12 G. This corresponds to the earlier maximum rates for defined contribution schemes. The retirement age is 67. The average expected remaining period of service is 9.62 years at the end of 2015. As at 1 January 2016, 1 G was NOK 90,068. More about defined benefit schemes In the defined benefit scheme, employees will receive an retirement benefit of approximately 66 percent of their pensionable income (maximum 12 G), assuming a full contribution period of 30 years. Employees do not bear any risk beyond the possibility of death before retirement age, which would result in the assets passing to other members of the pension scheme and not their survivors. Based on factors such as future wage inflation, pension weight, longevity, etc., the present value of the expected pension commitments is calculated on the date of measurement. Pension assets will be measured at market value on the date of measurement. The difference between the present value of the commitment and the market value of the assets will be recognised in the accounts as the net pension obligation. If the value of the assets exceeds that of the commitments, they will be recognised as net pension assets on the balance sheet. Differences between the estimated pension commitments and the estimated value of the pension assets at the end of the previous financial year and the actuarially calculated pension commitments and fair value of the pension assets at the beginning of the year are recognised in other comprehensive income. The expected return on pension assets is based on long-term expectations of the return on various asset classes. The pension costs for the year are classified in the income statement as a personnel expense and the actuarial gains/losses are recognised in other comprehensive income. More about defined contribution pension schemes Defined contribution pension plans entail that Skandiabanken does not guarantee a future pension of a specific amount, instead the Bank pays an annual contribution to the employees’ pension savings plan. The future pension will depend on the size of the contribution and the annual return on the pension savings. Skandiabanken does not have any further obligation after the annual contribution has been paid. There are no provisions for accrued pension commitments in such schemes. Definedcontribution pension plans are charged directly as an expense. Contractual early retirement scheme (AFP) Skandiabanken ASA participates in the Joint Scheme for Collective Agreement Pensions, AFP. The private AFP scheme provides a lifelong supplement to the ordinary pension. Employees can choose to receive benefits from the AFP scheme from the age of 62, also while continuing to work. Even if the AFP scheme is a defined benefit plan, it is recognised as a defined contribution plan pursuant to the exception in IAS 19.34. The private AFP scheme is financed by an annual premium that is set as a percentage of pay between 1 and 7.1 G. The premium for 2015 has been set at 2.4 percent (2014: 2.2 percent). - ANNUAL REPORT 2015 - >> 95 >> Note 44 Pensions (continued) Economic assumptions The main economic assumptions that are used by the actuary in his calculatons are as follows: In NOK thousands 2015 2014 2.70 % 2.70 % 2.50 % 2.25 % 2.25 % Actual acceptance K2013 2.70 % 2.70 % 3.25 % 3.00 % 3.00 % Actual acceptance K2013 6 470 2 373 -1 456 120 7 507 5 734 2 566 15 807 6 058 2 557 -1 590 292 7 317 5 174 2 024 14 515 Remeasurement (gains)/losses changes in economic assumptions, pension commitments Remeasurement (gains)/losses experience-based adjustments Remeasurement gains - changes in other factors, pension funds Payroll tax Total recognised in other comprehensive income before tax effect Deviations related to IAS 19R Total effect from actuarial gains or losses -11 005 -11 427 5 424 -2 398 -19 411 -19 411 -68 4 589 0 638 5 159 -5 816 -657 Actuarial gains or (losses) as at 1.1, gross before tax effect Actuarial gains or (losses) as at 31.12, gross before tax effect Actuarial gains or (losses) as at 31.12, gross after tax effect -28 632 -9 226 -6 926 -29 290 -28 632 -20 901 73 264 -53 026 20 238 2 854 23 092 88 296 -50 253 38 043 5 364 43 407 88 296 5 543 2 373 -11 005 -11 428 -515 73 264 77 893 5 154 2 557 -351 3 833 -790 88 296 Discount rate Expected return on pension funds Anticipated rise in salaries Anticipated rise in basic amount Anticipated rise in pensions Anticipated CPA (contractual pension scheme) acceptance from 62 years Demographic assumptions about mortality Pension expenses Net present value of pension entitlements Interest expense on pension commitments Calculated return on pension funds Administrative expenses Net recognised defined benefit costs including payroll tax Defined contribution schemes incl. payroll tax CPA Scheme incl. payroll tax Net pension expenses Effects recognised in other comprehensive income Net pension commitments in the balance sheet Net present value pension commitments Fair value of pension funds Net pension commitments excl. payroll tax Payroll tax Net pension commitments in the balance sheet Changes in the pension commitments in the balance sheet Opening balance Net present value of this year pension entitlements Interest expenses Actuarial (gains)/losses related to change in parameters Actuarial (gains)/losses related to change in expectations Pension payments Closing balance 96 SKANDIABANKEN ASA GROUP In NOK thousands 2015 2014 50 253 1 456 -120 -515 7 -5 432 7 377 53 026 43 952 1 590 -292 -791 -284 -755 6 833 50 253 Changes in the pension funds in the balance sheet Opening balance Expected return Administrative expenses Pension payments Actuarial (gains)/losses related to change in parameters Actuarial (gains)/losses related to change in expectations Premium paid Closing balance Investment of the pension funds The insured pension scheme in Norway is insured primarily through Livsforsikringsselskapet Nordea Liv Norge AS, and thus the pension assets are linked to an insurance policy. There is an interest rate guarantee linked to the insurance, which entails that Livsforsikringsselskapet Nordea Liv Norge AS bears the risk for the return on the pension assets. The table below shows the distribution of pension funds on different asset classes. Asset classes Shares Bonds Property Other Total 2015 2014 9.10 % 74.30 % 13.80 % 2.80 % 100.00 % 10.40 % 73.00 % 15.10 % 1.50 % 100.00 % Sensitivity analysis of pension commitment The sensitivity analysis is based on a change in one of the assumptions, given that all the other assumptions remain constant. In reality, there would be covariation between the assumptions, so that changes in any of the assumptions may covary. Effect on pension commitments Change in the economic assumptions Change in the pension commitments Discount rate 0.50 % -8 638 Discount rate -0.50 % 6 740 In NOK thousands Annual rise in salaries 0.50 % 3 036 Annual rise in salaries -0.50 % -5 450 Annual rise in pensions and basic amount 0.50 % 2 885 Annual rise in pensions and basic amount -0.50 % -5 168 Life expectancy + 1 year 3 481 Members in the pension schemes Number of persons covered by the pension schemes: - defined benefit schemes - retirement and disability pensions - defined contribution schemes 2015 2014 65 6 193 65 8 153 Average expected remaining service for employees covered by the defined benefit plan are 9,2 years. Expected contributions to pension schemes in 2016: 2016 Expected contributions to defined benefit schemes Expected contributions to defined contribution schemes Total expected contributions to pension schemes incl. payroll tax - ANNUAL REPORT 2015 - 7 179 6 000 13 179 97 Note 45 Related party transactions Description of agreements with related parties: Sale of home loans to Skandiabanken Boligkreditt AS: Skandiabanken ASA sells home loans to its subsidiary, Skandiabanken Boligkreditt AS. Only loans with a LTV lower than 75% may be sold to Skandiabanken Boligkreditt AS. The sale and transfer of loans is carried out at market terms and conditions. After the loans have been transferred, Skandiabanken Boligkreditt AS assumes all the risks and benefits associated with the home loans sold. The practicalities relating to the transfer of new loans and the writeback of loans are undertaken by employees of Skandiabanken ASA. In general, the write-back of loans from Skandiabanken Boligkreditt AS to Skandiabanken ASA will be relevant only if a customer wishes to increase/ refinance the loan. Any such write-back will also be carried out at market terms and conditions. Delinquent loans will remain with Skandiabanken Boligkreditt AS, and are treated in the same way as delinquent home loans in Skandiabanken ASA. Management agreement between Skandiabanken ASA and Skandiabanken Boligkreditt AS: A management agreement has been entered into between Skandiabanken ASA and Skandiabanken Boligkreditt AS, under the terms of which Skandiabanken Boligkreditt AS purchases administrative services from Skandiabanken ASA. These services relate, inter alia, CEO, to Treasury, IT, Finance and Accounting, and Risk Skandiabanken Boligkreditt AS’s credit facilities: Skandiabanken ASA has granted an overdraft facility and a revolving credit facility to Skandiabanken Boligkreditt. The overdraft is divided in two credit facilities, each in the amount of NOK 3 billion and with a term of 364 days and three years, respectively. The revolving credit facility equals Skandiabanken Boligkreditt’s payment obligations for the next 12 months in respect of issued covered bonds, and with a term extending four months after the last maturity date of issued covered bonds. Both facilities are at floating interest rates, three-month NIBOR plus a margin.. Deposit accounts in Skandiabanken ASA: Skandiabanken Boligkreditt AS has two ordinary deposit accounts with Skandiabanken ASA with an interest at the market rate. Transitional Service Agreements with Skandia AB and Skandiabanken AB: Skandiabanken ASA has entered into a Transitional Service Agreement with Skandia AB and Skandiabanken AB (“the TSA”), whereby Skandiabanken ASA will receive certain services in a period of up to 18 months from closing of the transaction on 5 October 2015. The services comprise the following main areas: (i) IT infrastructure and operations, (ii) accounting and reporting tools (iii) treasury services and (iv) equities and mutual funds trading services. Taking the SEK/NOK exchange rate into account, the monthly cost is approximately NOK 6.0 million Management. The agreement has been entered into at market terms and conditions. Receivables from and liabilities to Skandiabanken Boligkreditt AS: In NOK thousands Receivables related to overdraft facilities to Skandiabanken Boligkreditt AS Liabilities related to deposits from Skandiabanken Boligkreditt AS 31.12.15 31.12.14 1 853 330 491 149 n.a. n.a. 05.10.15 - 31.12.15 01.01.14 - 31.12.14 Transactions with Skandiabanken Boligkreditt AS: In NOK thousands Purchase of services in line with service agreement Interest on overdraft facility Interest on deposit 1 255 n.a. 10 361 n.a. 156 n.a. All related party transactions between Skandiabanken ASA and Skandiabanken Boligkreditt AS are eliminated in the consolidated financial statements. Loans from Skandiabanken AB: In NOK thousands Opening balance Change in the period Closing balance Interest expense on loans from Skandiabanken AB Guarantees issued from Skandiabanken AB 31.12.15 31.12.14 424 790 2 803 071 −424 790 −2 378 281 0 424 790 12 710 19 214 0 0 Transactions with companies in the Skandia Group The following table specifies the cost of services provided by the Skandia Group. Until 4 October 2015, the cost mainly comprise services related to Finance, Treasury, Risk, Compliance and IT-operations. The services were provided to Skandiabanken as part of the shared services of the Skandia Group. In 2015, the cost also include services related to the reorganisation and listing process. After 4 October 2015, the cost relates to services provided according to the TSA mentioned above. As of 31 December 2015, there are NOK 4.9 million in accounts payable to the Skandia Group for services provided. In NOK thousands Services provided by the Skandia Group until 04.10.15 Services provided by the Skandia Group according to the TSA from 05.10.15 Total cost of services provided Transactions with all related parties are based on the arm’s length principle. 98 01.01.15 - 31.12.15 01.01.14 - 31.12.14 122 210 65 784 14 554 0 136 764 65 784 SKANDIABANKEN ASA GROUP Note 46 Shareholders Share capital: 31.12.2015 Changes in share capital during the year On 17 April, Skandiabanken ASA was incorporated as Midgard Prosject 1 ASA. On 5 October, Capital increase with net value of transferred assets (non-cash contrbution) Changes in share capital Total share capital Nominal value NOK Number of shares 1 000 000 1 000 000 10 100 000 1 000 000 000 1 001 000 000 10 101 000 000 On 5 October, Capital reduction with cash refund to owner - 1 000 000 1 000 000 000 10 100 000 000 On 2 November, Capital increase with cash contribution 65 250 000 1 065 250 000 10 106 525 000 Nominee Number of shares Ownership in percent LIVFORSAKRINGSBOLAGET SKANDIA No 31 950 000 29.99 % SKANDINAVISKA ENSKILDA BANKEN AB Yes 7 011 262 6.58 % FERD AS No 4 350 000 4.08 % The bank OF NEW YORK MELLON SA/NV Yes 3 503 658 3.29 % MORGAN STANLEY & CO. INTERNATIONAL Yes 3 077 623 2.89 % STATE STREET BANK AND TRUST CO. Yes 2 727 067 2.56 % CARNEGIE INVESTMENT BANK AB Yes 2 630 563 2.47 % JP MORGAN CLEARING CORP. Yes 2 500 000 2.35 % STATE STREET BANK AND TRUST CO. Yes 2 069 086 1.94 % J.P. MORGAN CHASE BANK N.A. LONDON Yes 1 977 693 1.86 % SOCIETE GENERALE S.A Yes 1 784 435 1.68 % STATE STREET BANK & TRUST COMPANY Yes 1 505 364 1.41 % MORGAN STANLEY & CO. LLC Yes 1 413 997 1.33 % GOLDMAN SACHS INTERNATIONAL EQUITY Yes 1 379 836 1.30 % SKANDINAVISKA ENSKILDA BANKEN AB Yes 1 327 716 1.25 % STATE STREET BANK & TRUST CO. Yes 1 303 700 1.22 % The bank OF NEW YORK MELLON SA/NV Yes 1 295 096 1.22 % GRANDEUR PEAK INTERNATIONAL OPPORT No 1 268 200 1.19 % NYKREDIT BANK A/S Yes 1 069 143 1.00 % UBS AG, LONDON BRANCH Yes 1 050 000 0.99 % Shareholder structure at 31 December 2015: Specification of the largest shareholders Total for the twenty largest investors Total 75 194 439 70.59 % 106 525 000 100.00 % The register of shareholders is based on the Norwegian Central Securities Depository’s (VPS) shareholder register as of 31 December 2015. Please refer to separate section of the Annual report for a list of the beneficial owners of shares in nominee accounts. Geographical areas per 31.12.15: Number of shares Ownership in percent Norway 14 553 925 13.66 % Rest of Europe 75 633 297 71.00 % North-America 16 324 898 15.32 % Other 12 880 0.02 % Total 106 525 000 100.00 % As of 31 December 2015 Skandiabanken ASA had a total of 4,767 shareholders, 3,516 of whom held 1,000 or fewer shares. Skandiabanken ASA held no own shares at the reporting date, nor did it hold any own shares during the accounting period. - ANNUAL REPORT 2015 - 99 >> Note 47 Earnings per share In NOK 2015 Profit for the period to shareholders Number of shares (weighted average) Earnings per share (basic) Earnings per share (diluted) Until 5 October 2015, Skandiabanken did not issue shares, being a branch of Skandiabanken AB. On 5 October 2015, the Bank implemented a capital reorganisation and issued a total of 100,000,000 shares with a nominal value of NOK 10. In connection with the listing on 2 November 2015, a capital increase was implemented with the issue of 6,525,000 new shares bringing the total number of shares as of 31 December 2015 to 106,525,000. To calculate earnings per share in 2015, a weighted average has been applied for the entire period, where it has been assumed that the number 370 172 606 101 041 667 3,66 3,66 of shares for the period January to October is 100,000,000. If the same number of shares had been applied for the same period in 2014, earnings per share would have been NOK 3.68 for 2014 as a whole. The main purpose of the earnings per share ratio is to show the return to the Group’s ordinary shareholders. Accrued interest in the period, which is paid to hybrid capital investors, has therefore been excluded from the profit for the period in the calculation of earnings per share for the period. Note 48 Subsequent events Skandiabanken ASA is a member of Visa Norge FLI (“Visa Norge”), which is in turn a shareholder in Visa Europe Ltd. In January 2016 Skandiabanken received information from Visa Norge that makes it possible to estimate the fair value of assets at the reporting date. This is discussed in the Report from the Board of Directors and in note 39. In February 2016 the Norwegian Ministry of Finance introduced a joining fee for the Norwegian Banks’ Guarantee Fund of NOK 7.8 million, which has been recognised as an interest expense. In January 2016, Skandiabanken ASA has entered into agreements with Atea AS for operating the Bank’s office IT platform, Basefarm AS for operating the Bank’s business IT platform and Tieto Norway AS for the Bank’s equity and fund trading platform. These services will replace services currently provided by Livförsäkringsbolaget Skandia («Skandia Liv») and Skandiabanken AB under Transitional Service Agreements (“the TSA’s”). 100 In January 2016, Skandiabanken in cooperation with Holberg Fondsforvaltning launched three lifecycle funds. The funds invest in other mutual funds, and the investment and risk profiles of the individual life cycle funds are adapted to three alternative time horizons. Based on the ICAAP report conducted in the first quarter of 2016, the Board of Directors decided on 31 March 2016 to increase Skandiabanken’s CET1 ratio target to 13.5 percent, to implement a Tier 1 capital ratio target of 15 percent and increase the total capital ratio target to 17 percent. In the ICAAP report the Pillar 2a requirement is assessed to be 1 percent and the Pillar 2b requirement to be 0 percent, implying a total Pillar 2 requirement of 1 percent. SKANDIABANKEN ASA GROUP - ANNUAL REPORT 2015 - 101 102 102 SKANDIABANKEN ASA PARENT COMPANY Annual Accounts and notes Skandiabanken ASA Parent company Page Content 104 104 105 106 107 108 109 113 114 115 116 117 117 119 120 120 121 123 123 124 125 126 126 127 127 128 129 130 131 132 134 135 136 137 137 138 138 139 139 140 143 144 144 145 145 146 147 149 150 151 151 152 155 156 157 157 Income statement Statement of comprehensive income Balance sheet Statement of changes in equity Statement of cash flows Notes Skandiabanken Parent company Note 1 Accounting principles Note 2 Critical accounting estimates and judgments in applying accounting policies Note 3 The establishment of Skandiabanken ASA Note 4 Segments Note 5 Capital adequacy Note 6 Calculation of Leverage Ratio Note 7 Financial risk management Note 8 Credit risk Note 9 Loans to customers Note 10 Loans to customers by geographical area Note 11 Credit risk exposure and collateral Note 12 Loans to and receivables from credit institutions Note 13 Loans to and receivables from central banks Note 14 Loan losses Note 15 Non-performing and doubtful loans Note 16 Guarantees and collateralised debt Note 17 Liquidity risk Note 18 LCR and NSFR Note 19 Maturity analysis of liabilities Note 20 Subordinated loan Note 21 Additional Tier 1 capital (hybrid capital) Note 22 Debt securities issued Note 23 Deposits from customers Note 24 Market risk and sensitivity Note 25 Repricing structure Note 26 Financial derivatives Note 27 Operational risk Note 28 Net interest income Note 29 Net commission and fee income Note 30 Other income Note 31 Net gain (loss) on financial instruments Note 32 Operating expenses Note 33 Remuneration to the statutory auditor Note 34 Personnel expenses and benefits/remuneration to executive management and governing bodies Note 35 Tax expense Note 36 Classification of financial instruments Note 37 Commercial paper and bonds Note 38 Shares and mutual funds Note 39 Shares in subsidiary Note 40 Fair value of financial instruments at amortised cost Note 41 Financial instruments at fair value Note 42 Other assets Note 43 Intangible assets Note 44 Property, plant and equipment Note 45 Other liabilities Note 46 Pensions Note 47 Related party transactions Note 48 Shareholders Note 49 Earnings per share Note 50 Subsequent events - ANNUAL REPORT 2015 - 103 Income statement In NOK thousands Notes 2015 Interest income Interest expense Net interest income 28 28 352 433 -133 824 218 609 Commission and fee income Commission and fee expense Net commission and fee income 29 29 62 557 -32 396 30 161 Net gain/(loss) on financial instruments Other income Other operating income 31 30 1 169 1 244 2 413 Personnel expenses Administrative expenses Depreciation and impairment of fixed and intangible assets Profit before loan losses 34, 46 32, 33 32 -54 214 -78 685 -321 117 963 Loan losses Profit before tax 14 -7 329 110 634 Tax expense Profit for the period 35 -26 454 84 180 49 21 79 134 5 046 84 180 Notes 2015 Attributable to Attributable to shareholders Attributable to additional Tier 1 capital holders Profit for the period Statement of comprehensive income In NOK thousands Profit for the period Other comprehensive income: Net change in fair value of financial assets available for sale Tax effect Other comprehensive income that can be reclassified to profit or loss after tax Actuarial gains (losses) Tax effect Other comprehensive income that can not be reclassified to profit or loss after tax 46 109 034 4 623 113 657 20 588 -5 753 14 835 Total components of other comprehensive income (after tax) 128 492 Total comprehensive income for the period 212 672 Attributable to Attributable to shareholders Attributable to additional Tier 1 capital holders Total comprehensive income for the period 104 84 180 21 207 626 5 046 212 672 SKANDIABANKEN ASA PARENT COMPANY Balance sheet In NOK thousands Notes Assets Cash and receivables with central bank Loans to central bank Loans to and receivables from credit institutions Loans to customers Net loans to customers, central bank and credit institutions Commercial paper and bonds available for sale Shares and funds available for sale Derivatives Shares in subsidiary Intangible assets Deferred tax assets Property, plant and equipment Other assets Advance payment and accrued income Total assets Liabilities Loans and deposits from credit institutions Deposits from customers Debt securities issued Taxes payable Pension commitments Other liabilities Subordinated loan Total liabilities Equity Share capital Share premium Additional Tier 1 capital Other equity Total equity Total liabilities and equity 11, 13 11, 13 11, 12 8, 9, 10, 11, 14 559 507 0 2 458 300 41 777 893 44 795 700 11, 16, 37, 40 11, 38, 40 11, 26 38,39 43 35 44 42 7 280 733 139 912 555 900 030 832 10 068 3 581 139 159 62 659 53 333 229 12 17, 19, 23 17, 19 35 46 45 17, 20 502 665 45 457 206 2 319 672 25 265 23 092 240 849 498 812 49 067 561 48 1 065 250 2 609 918 405 046 185 454 4 265 668 53 333 229 21 Subsequent events 31.12.15 50 - ANNUAL REPORT 2015 - 105 Statement of changes in equity In NOK thousands Total balance as at 04.10.15 in Skandiabanken AB NUF Hereof ingoing share capital as at 05.10.15 in Skandiabanken ASA (see note 3) Synthetic capital Share capital Share premium Additional Tier 1 capital 1 379 878 Changes in fair value of financial Actuarial instruments gains and available for losses sale -21 761 2 382 780 -21 761 1 000 000 2 382 780 -21 761 -21 761 589 589 589 3 361 608 Profit for the period to other equity (05.10.15 to 31.12.15) 79 134 Profit for the period to Tier 1 capital holders (05.10.15 to 31.12.15) 5 046 Actuarial gains and losses for the period (05.10.15 to 31.12.15) 14 835 14 835 113 657 65 250 227 138 1 065 250 2 609 918 Issue of Tier 1 capital 05.10.15 net of issuing cost 113 657 292 388 400 000 * Expenses of 7.5 million NOK related to the capital increase is recorded against the share premium. 79 134 5 046 Net change in fair value of financial instruments available for sale (05.10.15 to 31.12.15) 106 3 361 608 2 382 780 Hereof accumulated changes in fair value of financial instruments available for sale as at 05.10.15 in Skandiabanken ASA Balance sheet as at 31.12.15 2 002 902 1 000 000 Hereof ingoing actuarial gains and losses as at 05.10.15 in Skandiabanken ASA Capital increase 02.11.15 net of issuing cost* Total equity 1 000 000 Hereof ingoing share premium as at 05.10.15 in Skandiabanken ASA (see note 3) Total ingoing balance as at 5.10.15 in Skandiabanken ASA 589 Other equity 405 046 -6 926 114 246 -1 000 399 000 78 134 4 265 668 SKANDIABANKEN ASA PARENT COMPANY Statement of cash flows In NOK thousands Note Cash flows from operating activities Net receipts/payments on loans to customers* Interest received on loans to customers Net receipts on deposits from customers Interest paid on deposits from customers Payments on loans to group company Interest received on loans to group company Interest received on loans to credit institutions Payments on deposits from credit institutions Receipts on deposits from credit institutions Interest payment on deposits from credit instituions Net receipts/payments from buying and selling financial instruments at fair value Interest received from commercial paper and bonds Receipts on commissions and fees Payments related to commissions and fees Payments related to administrative expenses Payments related to personal expenses Taxes paid** Other receipts/payments Net cash flows from operating activities Cash flows from investment activities Payments on the acquisition of fixed assets Payments on the acquisition of intangible assets Net cash flows from investment activities 9, 10 28 23 28 47 47 28 12 47 28 37 28 29 29 32, 33 34 35 44 43 Cash flows from financing activities Receipts on share capital and share premium net of issuing cost Receipts on subordinated loan net of issuing cost Interest paid on subordinated loan capital Receipts on issued additional Tier 1 capital Interest paid on additional Tier 1 capital Receipts on issued bonds and commercial paper Payments on matured and redeemed bonds and commercial paper* Interest paid on issued bonds and commercial paper Net cash flows from financing activities Total net cash flow EQ ** 20 28 21 22 22 28 2015 12 369 310 314 691 370 556 -113 190 -1 853 330 10 360 3 967 -900 000 491 149 -2 876 -752 316 24 379 63 457 -32 396 -78 683 -49 566 -101 026 -935 9 763 551 -640 -847 -1 487 292 388 498 812 -3 891 400 000 0 1 000 000 -11 438 177 -35 818 -9 286 686 475 378 Cash at the beginning of the period Cash at the end of the period Change in cash 689 648 1 165 026 475 378 Cash Cash and receivables with central bank Loans to central bank Loans to credit institutions*** Total cash 559 507 0 605 519 1 165 026 * The changes are mainly related to transfer of loans and covered bonds between Skandiabanken ASA og Skandiabanken Boligkreditt AS the 5 October 2015, also see note 3. ** se note 35 Tax expense EQ** See Statement of changes in equity *** Loans to group company is in the statement of cash flows taken out of loans to credit institutions (cash) and classified as a payment to group company under operating activities - ANNUAL REPORT 2015 - 107 108 Notes 108 SKANDIABANKEN ASA PARENT COMPANY Note 1 Accounting principles 1. General information Skandiabanken ASA and its wholly owned subsidiary Skandiabanken Boligkreditt AS are incorporated in Norway. Its registered office is Folke Bernadottesvei 38 in Bergen, Norway. The Banks principal business activity is retail banking with a focus on mortgage lending and car loans. Skandiabanken ASA was incorporated 17 April 2015. Operations started on 5 October 2015, after a transaction where Skandiabanken AB NUF (branch of Skandiabanken AB in Sweden) was reorganised into Skandiabanken ASA and Skandiabanken Boligkreditt AS. The reorganisation is accounted for as a capital reorganisation. Reference is made to note 3 for a description of the transaction and the accounting treatment. Skandiabanken ASA was listed on Oslo Stock Exchange on 2 November 2015. 2. Basis of preparation The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS). The Bank has applied all standards and interpretations approved by International Accounting Standards Board (IASB) and International Financial Reporting Interpretations Committee (IFRIC), as endorsed by EU, that are relevant to the business of the Bank and that are mandatory for accounting periods starting 1 January 2015. The financial statements have been prepared for the period 17 April 2015 to 31 December 2015. As the company had no operations prior to 5 October 2015, that date is used for presentation purposes. The financial statements have been prepared under the historical cost convention, except for financial instruments measured at fair value through profit or loss. Management prepared these financial statements on a going concern basis, and the financial statements were approved by the Board of Directors 31 March 2016. 3. New or revised standards and interpretations effective from 1 January 2015 The Bank has not adopted any new standards, revised standards or interpretations effective from 1 January 2015 that have had a material impact on the financial statements. Skandiabanken ASA was listed on Oslo Stock Exchange on 2 November 2015, and as a result the Bank now report earnings per share in accordance with IAS 33 Earnings per share. In addition, IFRS 8 Operating segments, is mandatory for the Bank. The Bank consider the business of Skandiabanken ASA to be one operating segment, “Private consumer market”. 4. New and revised standards effective from 1 January 2016 or later Certain new standards and interpretations have been issued that are mandatory for the annual periods beginning on or after 1 January 2016 or later, and which the Bank has not early adopted. IFRIC 21 “Levies” The interpretation clarifies the accounting for an obligation to pay a levy that is not income tax. The obligating event that gives rise to a liability is the event identified by the legislation that triggers the obligation to pay the levy. Skandiabanken ASA is member of “The Norwegian Banks’ Guarantee Fund” and pays an annual levy to the fund that is imposed 1 January each year. In accordance with IFRIC 21, the levy to the fund is recognised as a cost in the first quarter, while prior practice was to recognise the levy over all four quarters as the annual fee covered a one-year membership. IFRS 15 Revenue from contracts with customers IFRS 15 will replace IAS 18 which covers contracts for goods and services and IAS 11 which covers construction contracts. The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer – so the notion of control replaces the existing notion of risks and rewards. For Skandiabanken ASA it is mainly recognition of revenue from commissions that will affected by the standard. Management is yet to assess the full effects of the standard, but the preliminary view is that the impact will be limited except for increased disclosure requirements. IFRS 9 Financial instruments: Classification and measurement IFRS 9 Financial instruments introduce new features of categorising financial instruments and measurement. IFRS 9 is effective for accounting periods starting on 1 January 2018 or later. The key features of IFRS 9 are as follows: Financial assets are required to be classified into three categories: fair value through other comprehensive income, fair value through profit or loss and amortised cost. The decision is to be made at initial recognition, and the classification depends on the entity’s business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. An instrument is subsequently measured at amortised cost only if it is a debt instrument and both (i) the objective of the entity’s business model is to hold the asset to collect the contractual cash flows, and (ii) the asset’s contractual cash flows represent payments of principal and interest only (that is, it has only “basic loan features”). All other financial instruments are to be measured at fair value through profit or loss. IFRS 9 also introduces the expected loss model, in which the entity will recognise expected loss for the next twelve months on initial recognition rather than today’s practice of recognising loss when it is incurred. Hedge accounting requirements were amended to align accounting more closely with risk management. Managements is yet to quantify the effects of the standard, but expects a change in recognised loss provisions. IFRS 16 Leases IFRS 16 will be effective as of 1 January 2019. The standard is not yet endorsed by EU. In accordance with IFRS 16, all future lease payment obligations under material lease agreements with a lease term of more than 12 months, shall be recognised in the balance sheet as a liability. Accordingly, the future right to use the leased assets shall be recognised in the balance sheet as an asset. 5. Revenue recognition Net interest income Interest income is recognised on an accrual basis using the effective interest method. This method defers, as part of interest income or expense, all fees paid or received between the parties to the contract that are an integral part of the effective interest - ANNUAL REPORT 2015 - >> 109 >> Note 1 Accounting principles (continued) rate, transaction costs and all other premiums or discounts. Fees integral to the effective interest rate include origination fees received or paid by the entity relating to the creation or acquisition of a financial asset or issuance of a financial liability. date on which the company commits to deliver a financial asset. Trading securities, derivatives and other financial instruments at fair value through profit or loss are initially recorded at fair value. All other financial instruments are initially recorded at fair value Net commission and fee income Income from different customer services are recognised depending on the type of services. Fees are recognised as income when the service is rendered or when a material part of the service have been completed. Commissions arise from transactions and are recognised as revenue when the transactions have been settled. plus transaction costs. Fair value at initial recognition is best evidenced by the transaction price. 6. Foreign currency translation The presentation currency and functional currency of the company is NOK. Transactions in foreign currency are translated into the functional currency at the exchange rate on the date of transaction. Realised currency gains or losses arising from the settlement of transactions and from the translation of monetary assets and liabilities at the end of the period exchange rates are recognised in profit or loss. 7. Property, plant and equipment Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the company and that the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred. 8. Intangible non-current assets Costs associated with maintaining software programmes are recognised as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the company are recognised as intangible assets when the following criteria are met: • It is technically feasible to complete the software so that it will be available for use • Management intends to complete the software and use or sell it • There is an ability to use or sell the software • It can be demonstrated how the software will generate probable future economic benefits • Adequate technical, financial and other resources to complete the development and to use or sell the software are available; and • The expenditure attributable to the software during its development can be reliably measured. Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use. 9. Financial instruments Recognition and derecognition Financial instruments are recognised when the entity becomes a party to the contractual provisions of the instrument. All purchases and sales of financial assets that require delivery within the time frame established by regulation or market convention (“ordinary way” purchases and sales) are recorded at trade date, which is the 110 The company derecognises financial assets when (a) the assets are redeemed or the rights to cash flows from the assets otherwise expired or (b) the company has transferred the rights to the cash flows from the financial assets or entered into a qualifying passthrough arrangement while (i) also transferring substantially all risks and rewards of ownership of the assets or (ii) neither transferring nor retaining substantially all risks and rewards of ownership, but not retaining control. Control is retained if the counterparty does not have the practical ability to sell the asset in its entirety to an unrelated third party without needing to impose restrictions on the sale. Financial assets are on initial recognition classified in one of the following categories: -Trading - Loans and receivables - Financial assets at fair value through profit or loss -Available-for-sale - Investments held to maturity Trading 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 that on initial recognition is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern. Loans and receivables Loans and receivables are non-derivative financial assets with cash flows that are fixed or determinable that are not quoted in an active market. Impairment losses are recognised in profit or loss for the year when incurred as a result of one or more events (“loss events”) that occurred after the initial recognition of the financial assets and which have an impact on the amount or timing of the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. If the company determines that no objective evidence exists that impairment was incurred for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics, and collectively assesses them for impairment. Investment securities available for sale This classification includes investment securities which the company intends to hold for an indefinite period of time and which may be sold in response to needs for liquidity or changes in interest rates, exchange rates or equity prices. Investment securities available for sale are carried at fair value. Dividends on availablefor-sale equity instruments are recognised in profit or loss for the year when the company’s right to receive payment is established and it is probable that the dividends will be collected. All other elements of changes in the fair value are recognised in other comprehensive income until the investment is derecognised or impaired, at which time the cumulative gain or loss is reclassified from other comprehensive income to profit or loss for the year. Impairment losses are recognised in profit or loss for the year when incurred as a result of one or more events (“loss events”) SKANDIABANKEN ASA PARENT COMPANY Note 1 Accounting principles (continued) that occurred after the initial recognition of investment securities available for sale. A significant or prolonged decline in the fair value of an equity security below its cost is an indicator that it is impaired. The cumulative impairment loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that asset previously recognised in profit or loss – is reclassified from other comprehensive income to profit or loss for the year. Impairment losses on equity instruments are not reversed and any subsequent gains are recognised in other comprehensive income. If, in a subsequent period, the fair value of a debt instrument classified as available for sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss is reversed through profit or loss for the year. 12.Fair value Investments held to maturity Held-to-maturity investments are non-derivate financial assets with fixed or determinable payments and fixed maturity that an entity has the positive intention and ability to hold to maturity other than: - Those that the entity upon initial recognition designates as at fair value through profit or loss - Those that the entity designates as available for sale; and - Those that meet the definition of loans and receivables. Investments held to maturity is recognised at amortised cost using the effective interest method. Reference is made to note 41 for a description of the fair value hierarchy. 10.Financial debt Provisions for liabilities and charges are non-financial liabilities of uncertain timing or amount. They are accrued when the company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. The Banks financial debt consist of debt to other banks, customer deposits and issued securities (covered bonds). Due to other banks and customer deposits Amounts due to other banks and deposits from customers are recorded at fair value on initial recognition, and subsequently carried at amortised cost using the effective interest rate method. Debt securities issued The Bank has through its subsidiary Skandiabanken Boligkreditt AS issued covered bonds. The covered bonds are recognised initially at fair value adjusted for transaction costs. Subsequently, the covered bonds are carried at amortised cost using the effective interest rate method. Subordinated debt Subordinated debt is recognised at fair value initially, including transaction costs. Subsequently, the subordinated debt are carried at amortised cost using the effective interest rate method. 11.Additional Tier 1 capital 5 October 2015, Skandiabanken ASA issued a hybrid capital instrument with a nominal value of NOK 400 million. The instrument is perpetual with rights for the issuer to redeem the capital at specific dates. The loan agreement fulfils the Norwegian regulatory capital requirements for inclusion in the Bank’s Tier 1 capital. The Bank has the right at its sole discretion, to withhold interest and/or redemption of the instrument. Due to these characteristics, the loan do not meet the definition of debt according to IAS 32 and as such is classified as equity. A share of profit that corresponds to accrued interest under the instrument is allocated to the debt investors and accumulated as additional tier 1 capital, classified as equity. Paid interest will reduce the additional tier 1 capital upon payment. Transaction costs related to the issue of additional tier 1 capital is charged directly to other equity, which is similar to the accounting treatment of transaction costs related to share issues. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. For financial assets with quoted prices in an active market place, fair value is determined to be the quoted price on the last trade date prior to the measurement date. When a price for an asset or liability is not observable in an active market, the company measures fair value using another valuation technique that maximises the use of relevant observable inputs and minimises the use of unobservable inputs. Valuation techniques include discounted cash flow models and option pricing models. 13.Dividends Dividends from investments are recognised when the Bank has an unconditional right to receive the dividend. 14.Liabilities accruals 15.Post-employment benefits Defined benefit plans are recognised at the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of covered bonds that are denominated in the currency in which the benefits will be paid, and that have terms approximating to the terms of the related obligation. The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit or loss. Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet. Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in profit or loss as past service cost. 16.Income tax Income taxes have been provided for in the financial statements in accordance with legislation enacted or substantively enacted by the end of the reporting period. The income tax charge comprises current tax and deferred tax and is recognised in profit or loss - ANNUAL REPORT 2015 - >> 111 >> Note 1 Accounting principles (continued) for the year, except if it is recognised in other comprehensive income or directly in equity because it relates to transactions that are also recognised, in the same or a different period, in other comprehensive income or directly in equity. Current tax is the amount expected to be paid to, or recovered from, the taxation authorities in respect of taxable profits or losses for the current and prior periods. Taxable profits or losses are based on estimates if the financial statements are authorised prior to filing relevant tax returns. Taxes other than on income are recorded within administrative and other operating expenses. Deferred income tax is provided using the balance sheet liability method for tax loss carryforwards and temporary differences arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. In accordance with the initial recognition exemption, deferred taxes are not recorded for temporary differences on initial recognition of an asset or a liability in a transaction other than a business combination if the transaction, when initially recorded, affects neither accounting nor taxable profit. Deferred tax liabilities are not recorded for temporary differences on initial recognition of goodwill, and subsequently for goodwill which is not deductible for tax purposes. Deferred tax balances are measured at tax rates enacted or substantively enacted at the end of the reporting period, which are expected to apply to the period when the temporary differences will reverse or the tax loss carryforwards will be utilised. Deferred tax assets for deductible temporary differences and tax loss carryforwards are recorded only to the extent that it is probable that future taxable profit will be available against which the deductions can be utilised. 112 17.Operating segments No segment information has been prepared, as the entire operation of the Skandiabanken ASA is deemed to constitute one segment “Private Consumer Market” under IFRS 8. Currently, the Skandiabanken ASA offers services and products intended exclusively for private individuals. In the supervisory activities performed by the board and management, the customer base is not divided into different business segments that are followed up over time. The company’s products are divided into various groups which are followed up by different value chains and product managers. The groups comprise the following products and services: Lending: Home loans, car loans, credit cards, overdraft facilities, personal loans and custody account lending. Deposits: All-in-one, high-interest and security deposit accounts, as well as BSU (young home buyer’s savings account). Payment services: Invoice payments, international payments, card transactions, etc. Security: Log-in, security solutions, etc. The products in these groups are followed up by management, but the focus is shifted depending on the overall situation for the business as a whole. The Bank’s own investment activities do not form a separate reportable segment, and are therefore presented in conjunction with Private Market. Since the Bank operates only in Norway, the reporting of geographical and secondary segments is not considered relevant. Important classes of assets (home loans) and liabilities (deposits) are, however, broken down geographically and presented in a separate note. SKANDIABANKEN ASA PARENT COMPANY Note 2 Critical accounting estimates and judgment in applying accounting policies The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgment in applying the company’s accounting policies. This note provides an overview of the areas that involved a higher degreed of judgment or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be incorrect The company makes estimates and assumptions that affect the amounts recognised in the financial statements, and the carrying amounts of assets and liabilities within the next financial year. Estimates and judgements are continually evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Management also makes certain judgments, apart from those involving estimations, in the process of applying the accounting policies. Judgments that have the most significant effect on the amounts recognised in the financial statements and estimates that can cause a significant adjustment to the carrying amount of assets and liabilities within the next financial year include: 1. Fair value of financial assets and financial liabilities There is an inherent uncertainty related to the fair value of financial instruments that are not quoted in an active market, in particular securities that are recognised at fair value using unobservable inputs (Level 3 in the fair value hierarchy). Reference is made to note 41 for further description of the valuation process of financial instruments. 2. Impairment losses Loans and advances carried at amortised cost are assessed for impairment at each balance sheet date. Impairment losses are recognised in profit or loss for the year when incurred as a result of one or more events (“loss events”) that occurred after the initial recognition of the financial asset and which have an impact on the amount or timing of the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. If the company determines that no objective evidence exists that impairment was incurred for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics, and collectively assesses them for impairment. The primary factors that the company considers when determining whether a financial asset is impaired are its overdue status and whether the collateral cover the outstanding claim. The following other principal criteria are also used to determine whether there is objective evidence that an impairment loss has occurred: - any instalment is overdue and the late payment cannot be attributed to a delay caused by the settlement systems; - the borrower experiences a significant financial difficulty as evidenced by the borrower’s financial information that the company obtains; - the borrower considers bankruptcy or a financial reorganisation; - there is an adverse change in the payment status of the borrower as a result of changes in the national or local economic conditions that impact the borrower; or - the value of collateral significantly decreases as a result of deteriorating market conditions. For the purposes of a collective evaluation of impairment, financial assets are grouped on the basis of similar credit risk characteristics. Those characteristics are relevant to the estimation of future cash flows for groups of such assets by being indicative of the debtors’ ability to pay all amounts due according to the contractual terms of the assets being evaluated. Future cash flows in a group of financial assets that are collectively evaluated for impairment, are estimated on the basis of the contractual cash flows of the assets and the experience of management in respect of the extent to which amounts will become overdue as a result of past loss events and the success of recovery of overdue amounts. Past experience is adjusted on the basis of current observable data to reflect the effects of current conditions that did not affect past periods, and to remove the effects of past conditions that do not exist currently. If the terms of an impaired financial asset held at amortised cost are renegotiated or otherwise modified because of financial difficulties of the borrower or issuer, impairment is measured using the original effective interest rate before the modification of terms. The renegotiated asset is then derecognised and a new asset is recognised at its fair value only if the risks and rewards of the asset substantially changed. This is normally evidenced by a substantial difference between the present values of the original cash flows and the new expected cash flows. Impairment losses are always recognised through an allowance account to write down the asset’s carrying amount to the present value of expected cash flows (which exclude future credit losses that have not been incurred) discounted at the original effective interest rate of the asset. The calculation of the present value of the estimated future cash flows of a collateralised financial asset reflects the cash flows that may result from foreclosure less costs for obtaining and selling the collateral, whether or not foreclosure is probable. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor’s credit rating), the previously recognised impairment loss is reversed by adjusting the allowance account through profit or loss for the year. Uncollectible assets are written off against the related impairment loss provision after all the necessary procedures to recover the asset have been completed and the amount of the loss has been determined. Subsequent recoveries of amounts previously written off are credited to impairment loss account in profit or loss for the year. 3. Post-employment benefits Fair value of defined post-employment benefit liabilities are estimated based on a number of actuarial and economical assumptions. The discount rate will have the most important impact. The post-employment benefit obligations are valued by independent qualified actuaries, based on assumptions recommended by the Norwegian Accounting Standards Board (“NRS”), adjusted if needed to reflect circumstances specific for the Bank. 4. Intangible assets In the event of impairment indicators, intangible assets are assessed for impairment by estimating the assets recoverable amount. The estimation uncertainty in these tests are related to discount rate and cash flow forecasts. - ANNUAL REPORT 2015 - 113 Note 3 The establishment of Skandiabanken ASA Background In January 2015 Livförsäkringsbolaget Skandia, ömsesidigt announced that it was condisering a listing of Skandiabanken AB’s Norwegian banking business (Skandiabanken AB NUF to facilitate continued growth. Skandiabanken ASA was floated on the Oslo Stock Exchange on 2 November 2015. Skandiabanken AB’s Norwegian business was organised as a branch of Skandiabanken AB, and legally registered in Norway as Skandiabanken AB NUF. In order to spin the business off as an independent listed company, a number of transactions were carried out in advance of flotation. Skandiabanken ASA (issuer) was incorporated on 17 April 2015 as Midgard Prosjekt 1 ASA. On 5 October 2015 the business belonging to Skandiabanken AB NUF (with the exception of business activities transferred to Skandiabanken Boligkreditt AS) was transferred in a cross-border demerger/merger (pursuant to s 14-12(4) of the Public Limited Companies Act and Chapter 11 of the Taxation Act) to Midgard Prosjekt I ASA (which later changed its name to “Skandiabanken ASA”). Skandiabanken AB retained all rights to the brand name “Skandiabanken”, “Skandia”, “Ideer for livet”, domain names associated with the brand names and liabilities associated with tax for Skandiabanken AB. Since Skandiabanken AB NUF had never had these rights, it is not deemed to be a relevant issue in the assessment below. All other assets and liabilities associated with the Norwegian business were spun off from Skandiabanken AB. On the same day, 17 April 2015, Skandiabanken Boligkreditt AS (“Boligkreditt”) was incorporated as a subsidiary of Midgard Prosjekt I ASA with the name Midgard Prosjekt II AS. Its object was to act as a Covered Bonds company for the Skandiabanken Group in Norway. In connection with the spin-off of the Norwegian banking business from Skandiabanken AB on 5 October, the covered bonds belonging to the Norwegian business were moved to Boligkreditt by means of a “redemption-in-kind”, which means that the old bonds were swapped for newly issued bonds from Boligkreditt on the same terms and conditions as the old ones. At the same time, sufficient home loans were transferred to Boligkreditt to satisfy the funding surety requirements. These transactions were a prerequisite for the reorganization and was there part of the agreement structure. 1) Consolidated financial statements for Skandiabanken ASA In the Bank’s opinion, a transaction encompassing companies under the same control, where a newly incorporated parent company takes over an existing business must be recognised as a “capital reorganisation”. Such a transaction is not deemed to be a business combination under IFRS 3, nor a combination with reverse takeover, since the newly established parent has no existing business. The establishment of the Skandiabanken ASA Group (Skandiabanken ASA and Skandiabanken Boligkreditt AS together), where the business previously belonging to Skandiabanken AB NUF and assets and liabilities associated with the Norwegian business operated through the branch Skandiabanken AB NUF are transferred to the newly established companies Skandiabanken ASA and Skandiabanken Boligkreditt AS, is deemed to represent such a case. This means that assets and liabilities in the existing business are recognised in Skandiabanken ASA’s consolidated financial statements at their book value at the time the transaction took place (continuity). The reason for this is that, for accounting 114 purposes, there is no financial substance to the transaction, since, in reality, the new group structure takes over the entire business previously organised in the branch, Skandiabanken AB NUF and thereby reflects the profit/loss and balance of the existing business. The only thing that is changed by the transactions is the legal structure. In a capital reorganisation the new company’s consolidated financial statements will reflect the existing business’s results (including comparable figures), even though the reorganisation has occurred in the middle of a financial period. The consolidated financial statements, which comprise Skandiabanken ASA and Skandiabanken Boligkreditt AS, and which close on 31 December 2015, will therefore show the accounting information for the two entities combined for the entire period and for the entire comparable period, which means that Skandiabanken AB NUF’s financial statements will be used as the basis for the periods in which Skandiabanken ASA and Skandiabanken Boligkreditt AS formally had no business activity. 2) Recognition and presentation in the parent company’s financial statements In the financial statements of the parent company, Skandiabanken ASA, it will also be natural to make use of a capital reorganisation perspective, since it is a transaction under the same control, where a newly incorporated “parent” has no commercial activity before the transaction takes place. The same conditions are relevant in connection with the establishment of Skandiabanken Boligkreditt AS. With respect to the presentation of comparable figures, one must, however, take into account that only part of the business belonging to Skandiabanken AB NUF has been transferred to Skandiabanken ASA (the rest, including covered bond financing and home loans) has been transferred to Skandiabanken Boligkreditt AS). The objective of showing a full accounting history in a capital reorganisation is to show the unit as if no transaction has occurred, since performance of the transactions causes no real financial change on the part of the joint owner. However, for Skandiabanken ASA’s parent company financial statements there will not be a oneto-one relationship between the old business in Skandiabanken AB NUF and the new Skandiabanken ASA. It is therefore not expedient to present comparable figures, since only part of the former business has wound up in the parent company. Such an apportionment could quickly give the impression of being pro forma, since many of the items must be allocated. In our assessment, there is no duty to choose the same solution for the consolidated financial statements and the parent company financial statements in such a case. One can therefore choose a solution where the parent company’s financial statements present figures only for the period in which the parent (and correspondingly the subsidiary) has existed (but where assets taken over from Skandiabanken AB NUF are measured and recognised at Skandiabanken AB NUF’s book values at that time, i.e. another variant of the continuity perspective). SKANDIABANKEN ASA PARENT COMPANY Note 4 Segments No segment information has been prepared, since the entire operation of Skandiabanken ASA is deemed to constitute one segment “Private Market” under IFRS 8. Currently, Skandiabanken ASA offers services and products intended exclusively for private individuals. In the supervisory activities performed by the board and management, the customer base is not divided into different business segments that are followed up over time. The company’s products are divided into various groups which are followed up by different value chains and product managers. The groups comprise the following products and services: Lending: Home loans, car loans, credit cards, overdraft facilities, personal loans and custody account lending Deposits: All-in-one, high-interest and security deposit accounts, as well as BSU (young home buyer’s savings account) Payment services: Invoice payments, international payments, card transactions, etc. Security: Log-in, security solutions, etc. The products in these groups are followed up by management, but are accorded varying degrees of emphasis and focus depending on the overall situation for the business as a whole. The Bank’s own investment activities do not form a separate reportable segment, and are therefore presented in conjunction with Private Market. Since the Bank operates only in Norway, the reporting of geographical and secondary segments is not considered relevant. Important classes of assets (home loans) and liabilities (deposits) are, however, broken down geographically and presented in a separate note. Note 5 Capital adequacy The capital adequacy regulations are intended to improve institutions’ risk management and achieve closer concordance between risk and capital. The applicable regulations for Norwegian banks are adapted to the EU’s capital adequacy regulations for credit institutions and investment firms (CRD IV/CRR). Skandiabanken ASA uses the standard method to establish the calculation basis for credit risk and the basic method to establish the calculation basis for operational risk. At the reporting date no exposure was included in the calculation basis for market risk. No comparative figures are available due to the fact that Skandiabanken AB NUF was a branch of the Swedish company Skandiabanken AB as of 31 December 2014 and thus no separate regulatory capital ratio calculation was performed for the Bank. - ANNUAL REPORT 2015 - >> 115 >> Note 5 Capital adequacy (continued) In NOK thousands Risk Weighted volume Central governments Regional governments Multilateral Development Banks Institutions Retail Secured by mortgages on fixed property Exposures in default Covered bonds Equity Other items Total credit risk, Standardised approach Credit value adjustment risk (CVA) Operational risk Total risik weighted volume 31.12.2015 Nominal exposure 559 507 3 444 961 360 006 19 542 641 9 758 240 47 510 429 163 482 3 375 965 1 039 730 29 862 85 784 823 Capital base Share capital Share premium Other equity Additional Tier 1 capital Total booked equity Additional Tier 1 capital instruments included in total equity Common equity Tier 1 capital instruments Deductions Goodwill, deferred tax assets and other intangible assets Value adjustment due to the requirements for prudent valuation (AVA) Common equity Tier 1 capital Additional Tier 1 capital Tier 1 capital Tier 2 instruments Own funds (primary capital) Capital requirements Minimum required Common equity Tier 1 capital Capital conservation buffer Systemic risk buffer Countercyclical capital buffer Additional Tier 1 capital Tier 2 instruments Total minimum and buffer requirements own funds (primary capital) Available Common equity Tier 1 capital after buffer requirements Available Own funds (primary capital) Capital ratio % Common equity Tier 1 capital Tier 1 capital Tier 2 instruments Total capital ratio 116 Risk Weighted volume 0 561 852 0 2 046 507 3 388 474 14 965 383 172 331 337 596 1 039 730 29 862 22 541 735 245 1 481 830 24 023 810 1 065 250 2 609 918 185 454 405 046 4 265 668 -405 046 3 860 622 -624 -7 283 3 852 715 400 000 4 252 715 500 000 4 752 715 4.5% 2.5% 3.0% 1.0% 1.5% 2.0% 14.5% 1 081 071 600 595 720 714 240 238 360 357 480 476 3 483 452 1 210 096 1 269 263 16.0% 1.7% 2.1% 19.8% SKANDIABANKEN ASA PARENT COMPANY Note 6 Calculation of Leverage Ratio According to section 14-4 of the Norwegian Finance Institutions act, the Tier 1 Capital or Common equity Tier 1 Capital in financial institutions shall at least comprise a defined percentage of the value of the company’s assets and off-balance-sheet liabilities, calculated without a risk weighting (Leverage Ratio). The Leverage Ratio is intended to prevent banks from using too low a calculation basis in the capital adequacy calculations, and to ensure that the Banks maintain a minimum capital, even with skewing of the portfolio towards low-risk segments. The Leverage Ratio is discussed in the CRD IV Regulation (CRR, EU No. 575/2013) Article 430. The Basel Committee’s original proposal from 2011 was based on a minimum requirement of 3 percent. The EU Commission has not proposed any final minimum requirements and they are discussing differentiated requirements depending on the business model. The Norwegian Ministry of Finance has instructed Finanstilsynet to draw up a consultation memorandum and regulations on the Leverage Ratio by March 2016, including definitions of the denominator and the numerator used in the capital fraction. The Authority has also been mandated to assess which level it will be appropriate to apply. The table below shows the calculation for the Bank at the end of the year based on existing rule proposals. In NOK thousands 2015 Derivatives market value Potential future exposure on derivatives Off balance sheet commitments Loans and advances and other assets Regulatory adjustments included in Tier 1 capital Total leverage exposure Tier 1 capital Leverage ratio (%) 555 524 29 286 966 53 311 683 0 82 599 728 4 252 715 5.1 % Note 7 Financial risk management The Bank’s risk strategy comprises its risk philosophy, risk appetite and risk management principles Risk policy The Bank’s core business involves offering standard banking services such as deposits, savings, lending and payment transactions to private customers. The Bank shall not assume any material risk other than that deriving from this core business, i.e. primarily credit risk and liquidity risk. The Bank shall be a secure and solid bank for private individuals, and shall adhere to a conservative credit policy. The Bank shall have a sound risk culture, based on openness, transparency and competence, and shall continuously challenge its methods, processes and procedures in order to improve its performance. Risk appetite For purposes of risk management, the Bank classifies risk into the following categories: - - - - - Credit risk Liquidity risk Market risk Operational risk, including risks relating to reputation, compliance and IT Commercial and strategic risk Skandiabanken’s Board of Directors determines the Bank’s risk appetite with respect to each of the above-mentioned categories, and issues guidelines to the business on how this risk appetite should be operationalised. The Bank operates in accordance with the following risk appetite: - - - - - Credit risk: Low to moderate Liquidity risk: Low Market risk: Low Operational risk: Low to moderate Commercial and strategic risk: Moderate Risk management principles The Bank adopts a holistic approach to risk management. The following principles therefore apply: - The Bank’s specifications for risk appetite shall be translated into specific risk management frameworks. - Each risk area shall be allocated capital in line with its actual risk status, which in turn shall be tailored to the Bank’s risk appetite. - Risk management and reporting shall be performed in accordance with the above-mentioned frameworks and objectives. - The Bank’s risk management systems and procedures shall be appropriate to the complexity of the business. - Risk management shall be an ongoing and continuous process. - Risk reporting shall be framed in an understandable manner and provide a clear picture of the Bank’s risk situation to all stakeholders. - Risk management shall be performed across Group companies, at all levels within each individual Group company, and for the Group as a whole. - The Bank shall assume only those risks that are understood by the Bank and the individual decision-maker. - The Bank shall execute risk assessments before any material changes are effectuated. - Responsibility for entering into agreements that cause the Bank - ANNUAL REPORT 2015 - >> 117 >> Note 7 Financial risk management (continued) - to incur a risk is delegated through personal authorisations. Efforts shall be made to achieve as great a concordance as possible between risk and profitability. Profitability shall be measured individually and on a risk-adjusted basis, and on the basis of financial capital allocated. Organisation of risk management The Bank’s organisation is based on its risk management and internal control principles, and has been designed such that it ensures the Bank’s risk strategy is implemented. Board of Directors Skandiabanken’s Board of Directors has the principal responsibility for ensuring that the Bank manages risk efficiently. The Board of Directors determines the Bank’s risk appetite and the frameworks for risk management, and monitors the Bank’s risk exposure. The Bank’s Board of Directors is also responsible for ensuring that the Bank is adequately capitalised in relation to risk factors. The Board of Directors’ Audit Committee The Audit Committee monitors and secures the quality of financial reporting, internal controls for financial reporting and the external auditor’s work and independence. The Board of Directors’ Risk Management Committee The Risk Management Committee monitors and issues recommendations to the Board of Directors concerning management of the Bank’s risk exposure. The Committee’s mandate includes regularly assessing whether the Bank’s internal control and management systems are appropriately adapted to risk exposure and the scope of the Bank’s operations, in addition to evaluating the work and independence of the internal auditor. The Board of Directors’ Remuneration Committee The Remuneration Committee is responsible for securing thorough and impartial preparation of all matters relating to remuneration paid to the Bank’s executive employees. The CEO and committees The CEO has the principal operative responsibility for implementing risk management procedures and securing achievement of the Board of Directors’ adopted objectives, including efficient risk management and internal control systems. A number of advisory committees have been established to support the CEO in the exercise of his/her responsibility for risk management. The Risk Management and Compliance Committee The Risk Management and Compliance Committee is chaired by the Bank’s CRO and reports to the CEO. The Committee monitors the Bank’s risk management and compliance programme, including its risk management and internal control systems. The Committee also regularly evaluates aggregate risk exposure, concentration risk and compliance with the regulatory framework. ALCO The Asset and Liability Committee (ALCO) is chaired by the Bank’s CFO and reports to the CEO. The Committee is responsible for strategic management of the Bank’s balance sheet and risk management framework for all treasury risks; principally market, liquidity, capital and counterparty credit risks and associated earnings volatility. The Product Pricing and Interest Rate Committee Chaired by the Bank’s CFO, the Bank’s Product Pricing and Interest Rate Committee reports to the CEO and reviews and approves the pricing strategy and decisions relating to the Bank’s products. The 118 Product Pricing and Interest Rate Committee coordinates measures with senior management to identify, measure, control and report relevant categories of risk associated with products pricing strategy and interest rate changes.. The Credit Committee Chaired by the Head of Credit, the Bank’s Credit Committee reports to the CEO and evaluates current and future risk exposure, defines parameters for the granting of credit and approves important or complex credit applications. The Bank’s framework for internal control and risk management consists of three lines of defence, which constitute the organisational model for the Bank’s risk management, risk control and compliance. First line of defence The first line of defence includes all categories of employees and management of the Bank (except second-line employees). The first line performs risk assessments and implements risk controls that enable the Bank to operate within the risk framework and risk appetite defined by the Board of Directors. First line is considered to be the risk owner, i.e. the party responsible for monitoring and implementing control actions. Second line of defence The second line of defence consists of two independent control functions – the Risk Management function and the Compliance function – that monitor and check that the Bank is operating within its risk limits and relevant laws and regulations. The CRO heads the Bank’s Risk Management function. The Risk Management function is responsible for establishing and maintaining systems and processes that support the Bank’s compliance with those risk strategies, policies and procedures that have been adopted. The function prepares regular risk reports for the Board of Directors, and shall also report any breaches of the relevant frameworks and guidelines. The CRO is independent of managers with responsibility for risktaking, and does not take part in decisions that relate directly to areas that are monitored and reported. Organisationally, the CRO report directly to the CEO, but in certain cases also has a right and a duty to report directly to the Board of Directors. The CRO may not be dismissed without the Board of Directors’ consent. The CCO leads that part of the second line of defence which covers compliance with procedures and regulations. Administratively, the function reports to the CEO. In practice, however, it is independent of the Bank’s management and other control functions. The CCO verifies compliance with regulations based on the Board of Directors’ instructions, and reports to the Board of Directors on matters of a professionally relevant nature. Third line of defence The third line performs independent tests of the Bank’s risk management procedures. The Internal Auditor shall be independent of any of the Bank’s operational functions, and reports to the Risk Management Committee and the Board of Directors. The Internal Auditor performs audits in accordance with the audit plan and instructions issued each year by the Board of Directors. The Internal Auditor presents a summary of the Bank’s internal control activities once a year. An External Auditor is appointed by the General Meeting, and reports directly to the Board of Directors and the Audit Committee. SKANDIABANKEN ASA PARENT COMPANY Note 8 Credit risk Credit risk accounts for the bulk of Skandiabanken’s risk. Credit risk is defined as the risk of loss resulting from a counterparty not fulfilling its obligations, and pledged collateral not covering the outstanding claim. The way credit is managed depends on whether the credit risk is attributable to lending to the public in the form of the mass market or whether the credit risk relates to other exposures, in particular the placement of surplus liquidity. Counterparty risk, including for derivatives, is included in credit risk. Credit risk also includes concentration risk, including risk relating to material exposure to a specific customer group or geographical area. The Bank endeavours to reduce concentration through product and geographical diversification. Skandiabanken’s lending to the public comprises mass-market exposures with individuals, primarily in the form of loans secured by mortgage, real estate or a motor vehicle, amortised loans, unsecured personal loans, overdrafts and credit cards, as well as securitiesbased credit. Skandiabanken only have lending to the consumer market, in which there is no concentration risk, and the entire portfolio is categorised as retail in accordance with § 5–8 of the Capital Adequacy Regulation or as exposures secured by mortgages or real estate (§ 5–9). Concentration risk in the liquidity portfolio is managed through the establishment of limits for individual counterparties within overall frameworks determined by the Board of Directors. The frameworks also take into account the Regulation on Large Exposures. Risk relating to mass-market lending for all credit cases is managed by assessing the borrower’s ability and propensity to pay, and by valuing any collateral. Account is also taken of the counterparty’s aggregate exposure, including any exposure attributable to co-borrowers. Credit assessments are essentially performed by applying automated credit regulations in which credit scoring represents a key element. Risk shall be weighed against returns and balanced such that the Bank remains within the specified risk appetite. Credit risk higher than the Bank’s specified risk appetite shall not be compensated by means of a high price. Rules and tools for credit assessment shall ensure that the Bank avoids high-risk credit exposures. Please refer to the note 11 for an overview of exposure to credit risk and associated collateral. The Bank uses credit risk models to measure credit risk relating to mass-market lending. Credit risk is classified and quantified using a number of different systems, processes and methods. Credit scoring models for all lending products are based on statistical data; however, some models also make use of expert evaluations. These models estimate the probability of defaults, taking into account factors such as payment history, income, assets and the number of borrowers. Losses on collateralised loans are estimated based on defaults, where the extent of losses is based on the value of collateral in relation to the size of the loan. Risk classification of lending to the mass-market Credit risk is measured and monitored by calculating economic capital in the lending portfolio. The main components for this calculation are Probability of Default (PD), expected Exposure at Default (EAD) and Loss Given Default (LGD). Skandiabanken maintains surplus liquidity which is invested in shortterm interbank lending and securities with counterparties and issuers in the government, local authority, institutional and commercial sectors. Risk is managed and exposures are evaluated by assessing the counterparty’s financial position and ability to repay. The Board of Directors has issued guidelines on the frameworks that can be allocated to counterparties/issuers, while responsibility for approval of counterparties/issuers and removal of credit frameworks is delegated to ALCO. PD is defined as the probability of a customer defaulting on its exposure during the next 12 months. This could include payment defaults of more than 60 days of a minimum of NOK 200 or other specific matters that affect the customer’s ability to service the loan. PD for the home loan portfolio is calculated using statistical models based on logistic regression of internal data. PD for the other products is calculated using a model based on external data that is calibrated for an internal product-specific PD. The following grouping is used to classify PD: Low risk: PD < 1.25% Moderate risk: PD 1.25%–5% High risk: PD > 5% 31.12.2015 In NOK thousands Gross loans distributed in risk groups Home loans Car loans Custody account lending Other loans, unsecured Total Low risk Medium risk High risk Total not defaulted or doubtful Non-performing and doubtful loans Total gross loans 35 728 729 1 629 951 745 702 38 104 382 150 472 38 254 854 1 247 467 109 149 9 677 1 366 293 13 931 1 380 224 163 603 0 0 163 603 0 163 603 263 570 1 139 626 594 313 1 997 509 92 741 2 090 251 37 403 369 2 878 726 1 349 692 41 631 788 257 144 41 888 931 Unutilised credit lines distributed in risk groups Home loans Car loans Custody account lending Other loans, unsecured Total Low risk Medium risk High risk Total not defaulted or doubtful Non-performing and doubtful loans Total unutilised credit lines 6 175 983 6 240 606 6 182 829 686 6 183 514 0 0 0 0 0 0 1 191 804 0 0 1 191 804 0 1 191 804 1 593 798 1 845 435 1 484 375 4 923 608 9 028 4 932 636 8 961 585 1 851 675 1 484 981 12 298 241 9 714 12 307 955 Loan- and funding commitments 3 212 282 111 615 0 0 3 323 898 Maximum exposure to credit risk 47 650 650 1 491 839 1 355 407 7 022 890 57 520 785 - ANNUAL REPORT 2015 - 119 Note 9 Loans to customers In NOK thousands 31.12.15 Loans to customers Loans without agreed maturity or notice period Loans with agreed maturity or notice period Total loans to customers (gross) 1 558 938 40 329 993 41 888 931 Write-downs for individually assessed impaired loans Write-downs for collectively assessed impaired loans Total loans to customers (net) 105 347 5 691 41 777 893 Maturity Residual time to maturity (gross loans) Upon request Maximum 3 months 3 months - 1 year 1-5 years More than 5 years Total 1 558 938 587 010 1 662 434 7 360 002 30 720 547 41 888 931 Note 10 Loans to customers by geographical area Lending by geographical area* In NOK thousands Geographical area Østfold Akershus Oslo Hedmark Oppland Buskerud Vestfold Telemark Aust-Agder Vest-Agder Rogaland Hordaland Sogn og Fjordane Møre og Romsdal Sør-Trøndelag Nord-Trøndelag Nordland Troms Finnmark Total gross lending per geographical area * The basis for the geographical distribution is the customer’s residential address. 120 31.12.2015 Percentage Gross lending 5.4% 22.4% 18.7% 1.2% 0.9% 6.6% 4.2% 1.0% 1.0% 1.2% 9.9% 14.1% 0.2% 1.8% 4.4% 0.8% 2.4% 2.9% 0.8% 100.0% 2 245 347 9 377 336 7 851 739 486 923 396 600 2 747 418 1 775 139 403 247 425 330 515 072 4 160 222 5 899 026 89 479 750 734 1 854 136 318 131 1 025 056 1 232 690 335 306 41 888 931 SKANDIABANKEN ASA PARENT COMPANY Note 11 Credit risk exposure and collateral Credit risk or counterparty risk is the risk of loss as a result of the Bank’s customers and counterparties failing to fulfil their payment obligations. The Bank’s maximum credit exposure will be the book value of financial assets and any associated off-balance sheet liabilities. The Bank’s customer exposures comprises the bulk of the Bank’s total credit exposure. A high percentage of the Bank’s lending is collateralised. Collateral in the private retail market essentially comprise fixed property and vehicles. The table below shows the relationship between total credit exposure and the associated collateral distributed to exposure class. Lending secured by mortgages includes the percentage distributed of exposure relating to the various loan-to-value levels. For example, the line 0-40% means that the exposures amount to less than 40 percent of the value of the collateral. 100% means that the loan amount exceeds the value of the hedging object or that the loan is unsecured. The entire loan per collateral is placed in the same loan-to-value category. The property values on which the calculations are based are updated in the last month of each quarter and are therefore representative of the current market value. The calculation of loanto-value does not take into account any additional collateral. In NOK thousands Loan-to-value, Home Loans 31.12.2015 Distribution in percent Number of loans Gross carrying amounts Off-balance sheet amounts Maximum exposure to credit risk 0 % - 40 % 17 % 12 076 6 648 171 2 324 453 8 972 624 40 % - 60 % 27 % 7 959 10 370 217 2 363 365 12 733 582 60 % - 80 % 40 % 7 698 15 123 583 1 308 598 16 432 181 80 % - 90 % 13 % 2 010 4 984 396 103 283 5 087 679 90 % - 100 % 2% 305 697 021 30 703 727 724 > 100 % 1% 239 431 466 53 112 484 578 38 254 854 6 183 514 44 438 368 Home loans, secured by fixed property Loan- and funding commitments, home loans 0 3 212 282 3 212 282 1 380 224 111 615 1 491 839 Custody account lending, secured 163 603 1 191 804 1 355 407 Consumer credit, unsecured 694 915 0 694 915 Car loans, secured Other loans, unsecured 1 395 336 4 932 639 6 327 975 Exposure to customers 41 888 931 15 631 853 57 520 785 559 507 0 559 507 Loans to and receivables from credit institutions 2 458 300 0 2 458 300 Commercial paper and bonds available for sale 7 280 733 0 7 280 733 139 912 0 139 912 900 030 0 900 030 555 0 555 Loans to and receivables with central bank Shares and funds available for sale Shares in subsidiary Derivatives at fair value to profit and loss Other assets Exposure to others Gross exposure 216 299 0 216 299 11 555 336 0 11 555 336 53 444 268 15 631 853 69 076 121 The table below shows the percentage allocation of exposures for home loans for various levels of loan-to-value. Where the entire exposure in the table above is placed in a related loan-to-value level, the relative share of the loan exposure at each level is shown in the table below. - ANNUAL REPORT 2015 - >> 121 >> Note 11 Credit risk exposure and collateral (continued) In NOK thousands 31.12.2015 Distribution in percent Gross carrying amounts 99,32 % 37 995 106 85 % - 100 % 0,45 % 170 645 > 100 % 0,23 % 89 103 Loan-to-value, Home Loans (relative distribution) 0 % - 85 % Home loans, secured by mortages 38 254 854 Skandiabanken ASA has taken a lien in the vehicle in all car loans granted. The value of the collateral is calculated when granting the loan and determines, among other aspects, the interest rate applied. In NOK thousands 31.12.2015 Distribution in percent Gross carrying amounts 0 % - 80 % 74.96 % 1 034 659 80 % - 100 % Car loans, secured 25.04 % 345 565 1 380 224 Loan-to-value, Car loans In NOK thousands Loan-to-value, custody account lending Custody account lending Total loans secured with collateral in securities 122 31.12.2015 Number of loans 870 Carrying amounts Fair value of collateral Average LTV 163 303 561 518 29.1 % 163 303 561 518 29.1 % SKANDIABANKEN ASA PARENT COMPANY Note 12 Loans and liabilities to credit institutions In NOK thousands 2015 Loans to and receivables from credit institutions Loans to and receivables without maturity or notice period Loans to and receivables with agreed maturity or notice period Gross loans to and receivables from credit institutions 45 532 2 412 768 2 458 300 Write-downs for individually assessed impaired loans Write-downs for collectively assessed impaired loans Net loans to and receivables from credit institutions 0 0 2 458 300 Geographical areas Oslo and Akershus Hordaland and Rogaland Abroad Net loans to and receivables from credit institutions 597 218 1 852 768 8 314 2 458 300 Liabilities to credit institutions Loans and deposits from credit institutions without agreed maturity or notice period Loans and deposits from credit institutions with agreed maturity or notice period Total liabilities to credit institutions 502 665 0 502 665 Maturity Residual time to maturity Upon request Less than 3 months 3 - 12 months 1-5 years More than 5 years Total liabilities to credit institutions 502 665 Geographical areas Oslo and Akershus Hordaland and Rogaland Abroad Total liabilities to credit institutions 11 515 491 150 0 502 665 502 665 Note 13 Loans to and receivables from central banks In NOK thousands 2015 Loans to and receivables from central banks Loans to and receivables without maturity or notice period Loans to and receivables with agreed maturity or notice period Gross loans to and receivables from central banks 559 507 0 559 507 Write-downs for individually assessed impaired loans Write-downs for collectively assessed impaired loans Net loans to and receivables from central banks 0 0 559 507 - ANNUAL REPORT 2015 - 123 Note 14 Loan losses Loan loss provisions In NOK thousands Opening balance individual write-downs + Increase in write-downs on loans - Reversal of write-downs on loans Closing balance individual write-downs Opening balance collective write-downs +/- Change in collective write-downs in the period Closing balance group collective-downs 2015 100 817 6 474 1 944 105 347 6 813 -1 122 5 691 Closing balance total write-downs 111 038 Individual write-downs Individual write-downs (collectively considered) Collective write-downs Total write-downs 26 331 79 016 5 691 111 038 Specification of loan losses Actual losses Increase in write-downs Reversal of write-downs Recoveries of previously written off loans Net cost of losses in the period -6 137 -5 927 1 944 2 791 -7 329 Losses by sector and industry Retail market (individuals) Total -7 329 -7 329 Losses by product group Home loans Car loans Other loans Total 28 199 11 315 71 524 111 038 Individual write-downs by geographical area: In NOK thousands Akershus Aust-Agder Buskerud Finnmark Hedmark Hordaland Møre og Romsdal Nordland Nord-Trøndelag Oppland Oslo Rogaland Sogn og Fjordane Sør-Trøndelag Telemark Troms Vest-Agder Vestfold Østfold Total 124 2015 14 714 1 009 5 668 1 219 2 341 18 335 3 478 3 089 1 591 1 985 20 137 7 674 787 4 236 2 131 3 995 1 709 3 992 7 257 105 347 SKANDIABANKEN ASA PARENT COMPANY Note 15 Non-performing and doubtful loans Non-performing and doubtful loans The Bank has internal routines for ongoing monitoring of exposures for which repayments and interest have not been paid on time or for which authorised overdraft limits are exceeded, where the reason is deemed to be the customer’s inability or lack of propensity to pay. Payment defaults of more than 60 days and more than NOK 200 are always reported as non-performing. If other matters are identified that make it probable that the customer’s financial position will result in loss, the exposure is classified as doubtful. The need to recognise individual impairments is assessed against the value of available collateral for the exposure. The table below shows the relationship between the gross book value of non-performing and doubtful loans and the associated individual impairments. In NOK thousands Non-performing loans with write-downs Non-performing loans without write-downs Total non-performing loans (more than 60 days) Doubtful loans Gross non-performing and doubtful loans - Individual write-downs Net non-performing and doubtful loans Provisioning ratio 2015 177 981 55 974 233 955 23 189 257 144 -105 347 151 797 41 % Overdue loans without write-downs - age distribution The table below shows the book value of overdue loans and overdrawn amounts on credits allocated by number of days after maturity, where no impairments have been recognised. The table is intended to provide an analysis of exposures where there is inadequate ability or propensity to pay, rather than overdue amounts attributable to a delay in transferring funds. Based on this and the Bank’s internal routines for monitoring overdue exposures, the default must exceed NOK 200 for more than 6 days to be included in the table below. 31.12.2015 In NOK thousands 2015 Home loans 7-30 days 31 - 60 days 61 - 90 days More than 90 days Total 499 759 108 493 14 613 41 298 664 163 Car loans 30 004 5 838 - - 35 842 Other loans 22 642 15 576 - 63 38 281 552 405 129 907 14 613 41 361 738 286 Loans to customers - ANNUAL REPORT 2015 - 125 Note 16 Guarantees and collateralised debt Skandiabanken ASA has provided securities as collateral for borrowing facilities with Norges Bank. In order to be granted loans or drawing lines in Norges Bank it is required to provide collateral in interest carrying securities which fulfils certain criteria. As per 31 December 2015 Skandiabanken ASA did not have any loans in Norges Bank. In NOK thousands Fair value (carrying value) of bonds deposited in Norges Bank Haircut Net value of securities deposited in Norges Bank 2015 2 542 289 -106 142 2 436 147 As of 31 December 2015, Skandiabanken ASA had additional securities with fair value of NOK 2.75 billion, which would have qualified as collateral in Norges Bank. Intra group liquidity facility Skandiabanken ASA has provided a credit facility relating to the maturity of covered bonds issued by Skandiabanken Boligkreditt AS. In NOK thousands Nominal value issued covered bonds - own holdings Net intra group liquidity facility Residual time to maturity Less than 6 months 6 - 12 months 1-2 years 2-5 years More than 5 years Total 2015 12 685 000 0 12 685 000 600 000 2 585 000 2 000 000 6 500 000 1 000 000 12 685 000 Note 17 Liquidity risk Liquidity risk Liquidity risk comprises the following two elements: - Refinancing risk: The risk of the Bank being unable to refinance its obligations as they fall due for payment, and the risk of the Bank being unable to finance planned growth. - Price risk: The risk of the Bank being unable to refinance its obligations without a material rise in costs or that financing growth will cost substantially more. Liquidity risk shall be managed such that the Bank minimises its financing costs, at the same time as the refinancing risk is kept within the Board of Directors’ specified risk appetite. Liquidity risk shall be managed at group level, at company level and for each individual transaction. The Bank measures liquidity risk over the short and long term. Short-term risk measures include the liquidity coverage ratio (LCR), and internal stress tests. The main long-term measure is the net stable funding ratio (NSFR). The LCR and NSFR are measured in accordance with methodology established by Finanstilsynet. 126 Skandiabanken maintains a liquidity portfolio comprising liquid funds managed by Treasury and which qualify, or will qualify, as collateral at Norges Bank. This can be used to even out fluctuations in the Bank’s liquidity requirements. Management of inherent risk relating to maturity structures The CFO is responsible for ensuring that ongoing forecasts are prepared covering the Group’s financing requirements for at least the next 12 months. The financing plan is reviewed by ALCO at the start of each forecast period, as a minimum quarterly. ALCO determines the financing plan, and Treasury’s operations are subsequently based on this plan. In addition, the management frameworks for LCR and intraday and overnight financing requirements contribute to keeping short-term financing risk low. The Group shall endeavour to maintain a balanced maturity profile, and as a main rule shall not have a maturity concentration under which more than 30 percent of the capital market financing matures within one year. SKANDIABANKEN ASA PARENT COMPANY Note 18 LCR and NSFR LCR (Liquidity Coverage Ratio) In NOK thousands 2015 Level 1 - assets exclusive Covered bonds Level 1 Covered bonds Nivå 2A - assets Nivå 2B - assets Assets ineligble as "liquid assets" Total assets Net payments LCR % The liquidity requirements are intended to guarantee satisfactory liquidity management by ensuring that the institutions have sufficient liquid assets to cover their liabilities on maturity and have stable and long-term financing at all times. The Liquidity Coverage Ratio (LCR) is intended to ensure that institutions can convert sufficient assets to cash to cover expected net liquidity outflows over the next 30 days in stressed situations in the money and capital markets. The Net Stable Funding Ratio (NSFR) is intended to ensure that less liquid assets are financed over the long term. On 22 December 2015, based on the CRR/CRD IV Regulation, Finanstilsynet issued its Regulation on Calculation of Liquid Assets, Payments and Deposits in the Liquidity Coverage Ratio (LCR). For banks deemed not to be systematically important, including Skandiabanken, this requirement will be gradually Carrying value Value LCR 1 792 657 2 681 382 2 817 055 0 46 042 135 53 333 229 1 792 657 2 493 685 1 689 181 0 0 5 975 523 4 262 088 140 % phased in, starting with 70 percent from 31 December 2015, rising to 80 percent from 31 December 2016, and to 100 percent from 31 December 2017. This applies at consolidated level and for the parent bank. For credit institutions, including Skandiabanken Boligkreditt AS, phasing in of the 70 percent requirement has been deferred until 30 June 2016. Otherwise, the phasing-in plan for credit institutions is the same as for banks, as outlined above. The NSFR has still not been introduced as a minimum requirement. The EU Commission is expected to present a draft proposal by the end of 2016, which is expected to be introduced from 2018. Based on the Basel Committee’s recommendations of October 2014 the Bank has an NSFR of 140 percent compared to an expected requirement of 100 percent. Note 19 Maturity analysis of liabilities In NOK thousands Cash flows, undiscounted Less than 1 month 1-3 months 3 - 12 months From 1 to 5 years More than 5 years Without maturity Total 502 665 - - - - - 502 665 Residual time to maturity Loans and deposits from credit institutions Deposits from customers 45 457 206 - - - - Interest disbursement, deposits 4 7 797 - - - - 7 801 Debt securities issued - - 700 000 1 620 000 - - 2 320 000 Interest disbursement, debt securities issued - 6 193 24 325 30 432 - - 60 951 500 000 - 500 000 Subordinated loan Interest disbursement, subordinated loan Taxes payable Other financial liabilities (ex. accrued interest) Hybrid capital instrument Interest disbursement, hybrid capital instrument * Off-balance sheet commitments Total disbursements 45 457 206 4 063 - 10 685 63 376 104 346 - 182 470 - - 25 265 - - - 25 265 263 549 - - - 23 092 - 286 641 - - - - - 400 000 400 000 5 295 - 14 636 83 167 382 229 - 485 327 15 631 853 - - - - - 15 631 853 61 864 635 13 990 774 911 1 796 975 1 009 667 400 000 65 860 179 Financial derivatives Outgoing contractual cash flows 51 973 n.a n.a n.a n.a n.a 51 973 Incoming contractual cash flows 51 973 n.a n.a n.a n.a n.a 51 973 * Interest disbursement for the hybrid capital instrument is calculated for the period until 31 December 2035. - ANNUAL REPORT 2015 - 127 Note 20 Subordinated loan In NOK thousands Subordinated loan Total subordinated loan Currency 2015 NOK NOK 498 812 498 812 Specification of subordinated loan as at 31.12.15: ISIN NO0010746464 Issuing company Nominal value Currency Interest Maturity* Carrying amounts Skandiabanken ASA 500 000 NOK 3M Nibor +2.1 % 12.10.2025 498 812 Total subordinated loan 498 812 Changes of subordinated loan during the year: 05.10.2015 Matured Redeemed Other adjustments 31.12.2015 Subordinated loan (nominal value) 0 500 000 0 0 0 500 000 Total 0 500 000 0 0 0 500 000 * First possible call date for the issuer is 12 October 2020. The loan agreement has standard covenants. Skandiabanken ASA has in 2015 fulfilled all obligations related to the loan agreement. 128 Issued SKANDIABANKEN ASA PARENT COMPANY Note 21 Additional Tier 1 capital (hybrid capital) On 4 October 2015, Skandiabanken ASA issued a hybrid capital instrument with a nominal value of NOK 400 million. The instrument is perpetual with an option for the issuer to redeem the capital at specific dates, the first time being 12 October 2020, 5 years after the issue date. The instrument has an interest rate of NIBOR 3 months plus a margin of 4.1 percent. The loan agreement fulfils the Norwegian regulatory requirements for inclusion in the Bank’s Tier 1 capital. This implies that the issuer, at its sole discretion, has the right to withhold interest and/or redemption of the instrument. This implies that the instrument do not fulfil the definition of a debt instrument according to IAS 32 and is such defined as equity in the Bank’s balance. In NOK thousands Additional Tier 1 capital Total Additional Tier 1 capital Valuta 2015 NOK NOK 400 000 400 000 Spesification of additional Tier 1 capital as at 31.12.15: ISIN NO0010746456 Issuing company Nominal value Currency Interest Maturity* Skandiabanken ASA 400 000 NOK 3M Nibor + 4,1 % Perpetual Total additional Tier 1 capital Carrying amounts 400 000 400 000 * The Tier1 capital is perpetual with an option for the issuer to redeem the capital at specific dates, the first time being 12 October 2020. Change of additonal Tier 1 capital 05.10.2015 Issued Matured Redeemed Other adjustments 31.12.2015 Additional Tier 1 capital 0 400 000 0 0 0 400 000 Total 0 400 000 0 0 0 400 000 As at 31 December 2015, there is NOK 5 million in accrued interest related to additional Tier 1 capital. This has been recognised against the additional Tier 1 capital and the carrying value including accrued interest is NOK 405 million. - ANNUAL REPORT 2015 - 129 Note 22 Debt securities issued Recognised at amortised cost: In NOK thousands Commercial paper issued Bonds issued Total debt securities issued Currency 2015 NOK NOK 699 876 1 619 797 2 319 672 Specification of commercial paper and bonds as at 31.12.15: Issuing company Nominal value Currency Interest Maturity Carrying amounts NO0010753130 Skandiabanken ASA 200 000 NOK 1.60 % 30.08.2016 199 934 NO0010748536 Skandiabanken ASA 500 000 NOK 1.52 % 23.05.2016 499 942 ISIN Commercial paper Total commercial paper 699 876 Bonds NO0010712425 Skandiabanken ASA 920 000 NOK 3M Nibor + 0.38 % 26.05.2017 NO0010719826 Skandiabanken ASA 700 000 NOK 3M Nibor + 0.48 % 10.09.2019 920 302 699 495 Total bonds 1 619 797 Total commercial paper and bonds 2 319 672 Changes in debt securities during the year: ISIN Commercial paper (nominal value) 130 05.10.2015 Issued 2015 0 700 000 Matured Redeemed Other adjustments 31.12.2015 700 000 Bonds (nominal value) 1 620 000 300 000 0 -300 000 Total 1 620 000 1 000 000 0 -300 000 1 620 000 0 2 320 000 SKANDIABANKEN ASA PARENT COMPANY Note 23 Deposits from customers 2015 In NOK thousands Share Deposits Desposits with no agreed term to maturity 100 % 45 457 206 Desposits with agreed term to maturity 0% Total deposits from customers 0 45 457 206 Avarage deposit rate 1.39 % Covered by the Norwegian Banks’ Guarantee Fund 96.2 % Deposits by sector and industry Retail customers 100 % Total deposits from customers 43 736 306 45 457 206 45 457 206 2015 In NOK thousands Share Deposits 3.6 % 1 656 373 Deposits by geographic area Østfold Akershus 17.5 % 7 960 1 35 Oslo 22.9 % 10 398 743 Hedmark 1.3 % 593 762 Oppland 1.4 % 644 905 Buskerud 4.7 % 2 115 431 Vestfold 3.6 % 1 646 925 Telemark 1.2 % 561 439 Aust-Agder 1.2 % 564 426 Vest-Agder 1.6 % 706 231 Rogaland 7.1 % 3 241 863 Hordaland 15.8 % 7 192 276 Sogn og Fjordane 0.8 % 371 034 Møre og Romsdal 2.6 % 1 191 928 Sør-Trøndelag 6.0 % 2 706 994 Nord-Trøndelag 1.3 % 584 537 Nordland 3.0 % 1 372 931 Troms 3.2 % 1 462 277 1.1 % 484 996 100.0 % 45 457 206 100.0 % 45 457 206 Finnmark Total deposits from customers Residual time to maturity Upon request Less than 3 months 3 - 12 months 1-5 years More than 5 years Total deposits from customers 45 457 206 - ANNUAL REPORT 2015 - 131 Note 24 Market risk and sensitivity Market risk Market risk is the risk of loss due to unfavourable changes in market variables, such as interest rates, exchange rates and credit spreads. The company is exposed to the following market risks: - Interest rate risk is the risk of loss resulting from a general change in market rates due to different terms to maturity on the asset and liability sides of the balance sheet. - Exchange rate risk is the risk of loss resulting from changes in exchange rates. If borrowing is to be undertaken in any currency other than NOK, hedging transactions shall be entered into such that the exchange rate risk is minimised. - Credit spread risk is the risk that interest-bearing securities will fall in value as a result of an increase in the margin mark-up for corresponding credit instruments in the market. The Bank calculates its exposure to credit spread risk in accordance with Finanstilsynet’s practice for the assessment of risk and capital adequacy (circular 9/2015). - Securities risk is the risk of loss resulting from a fall in share prices. Interest rate sensitivity The interest rate sensitive part of Skandiabanken’s balance sheet primarily comprises variable interest rate positions, plus some fixed-interest bonds. A two percentage-point parallel shift in interest rates is used to measure interest rate risk, in accordance with Circular 9/2015 from Finanstilsynet. Balance sheet Volume (thousands) Weighted duration Change in value 41 777 893 0.12 96 411 Commercial paper and bonds available for sale 7 280 733 0.15 21 961 Other assets 4 274 603 - - Total asssets 53 333 229 0,12 118 371 Deposits from customers 45 457 206 0.12 104 901 2 319 672 0.15 11 857 898 812 0.02 389 Loans to customers Debt securities issued Additional tier 1 capital and subordinated loan Other liabilities 791 871 - - 3 865 668 - - 53 333 229 0.12 117 148 Equity Total liabilities and equity Total 1 224 The table below shows six stress scenarios from the Basel Committee’s proposals for handling interest rate risk in the banking book (June 2015) which is currently at the consultation stage. At the reporting date Skandiabanken had no balance sheet items exposed to interest rate changes for a forward period of more than eight Interest rate curve 31.12.2015 Parallel shock up; 2 percentage points increase in interest rates months. Consequently, the scenario for terms over 6–9 months will have no effect on Skandiabanken, with the result that Scenario 3 and 6 and Scenario 4 and 5 are identical. In addition, a two percentage point parallel shift in the interest rate level is shown for the same time periods as are included in the stress scenarios. Overnight O/N - 1 month 1-3 months 0.74 % 0.93 % 1.10 % 1.13 % 9-12 months More than 12 month 1.06 % n.a n.a - 932 4 943 -2 018 -2 633 - - Scenario 1 : parallel shock up (60%) - 691 4 350 -1 825 -2 241 - - Scenario 2 : parallel shock down (60%) Scenario 3: short term rates down 85% long term rates up 40% Scenario 4: short term rates up 85%, long term rates down 40% - 173 1 087 -456 -560 - - - 65 408 -171 -210 - - - 799 5 029 -2 110 -2 591 - - Scenario 5: short term rates up (85%) - 799 5 029 -2 110 -2 591 - - Scenario 6: short term rates down (85%) - 65 408 -171 -210 - - The yield curve consists of NOWA, NIBOR, NOK SWAP and interpolated points between them. 132 3 -6 months 6 - 9 months SKANDIABANKEN ASA PARENT COMPANY Currency The net currency position (long or short) is measured in each currency. Long and short positions are also summarised. Exposure against limit is the highest absolute value of the long and short position. The exchange rate risk as of 31 December 2015 is NOK 17 million. A weakening of 10 percent in the NOK-SEK exchange rate would increase exchange rate risk by NOK 1.5 million. Net currency position TNOK USD SEK EUR JPY CHF GBP Other 2 861 -16 793 -175 0 0 1 0 Shares and funds Skandiabanken’s equity investments relate to strategic ownership positions and certain minor shareholdings in newly established funds. The total expected fair value amounts to NOK 8.91 million. A weakening of the price of the share or fund of 30 percent would reduce the value of the portfolio by NOK 6.24 million. Share and fund portfolio Fair value Value after 30 % drop BankAxept AS 1 533 1 073 Bank ID Norge AS 1 379 965 Utsikt2050 2 000 1 400 Utsikt2040 2 000 1 400 Utsikt2030 2 000 1 400 Total share and fund portfolio 8 91 2 6 238 Credit spread risk The calculation of credit spread risk is based on Solvency II, ref. Finanstilsynet’s Circular 9/2015, and is modelled as a stress test. In NOK thousands Fair value 31.12.2015 (thousands) Duration (weighted) AAA (sovereign) 413 047 2 652 - - AAA (covered bonds) 3 370 516 2 352 6 47 557 AA (municipalities) 3 497 170 1 445 11 55 572 Total 7 280 733 - - 103 128 Rating Spread change Credit spread risk Unrated Norwegian municipalities are placed in rating category AA. - ANNUAL REPORT 2015 - 133 Note 25 Repricing structure In NOK thousands 2015 Cash and receivables with central bank Loans to and receivables from credit institutions 1-3 months 1 month 3-12 months 1-5 year Without Over interest rate 5 years exposure Total 559 507 559 507 2 458 300 2 458 300 Loans to customers Write-downs for individually assessed impaired loans to customers Write-downs for collectively assessed impaired loans to customers Net loans to customers, central bank and credit institutions 3 217 313 41 689 425 - Commercial paper and bonds 1 475 817 5 225 236 579 680 199 506 41 689 425 41 888 931 - - -105 347 -105 347 -5 691 -5 691 -111 038 44 795 700 7 280 733 Shares in subsidiary Shares and funds available for sale 900 030 900 030 139 912 139 912 Derivatives 555 555 Intangible assets 832 832 10 068 10 068 3 581 3 581 Other assets 139 159 139 159 Advance payment and accrued income 62 659 62 659 1 145 758 53 333 229 Deferred tax assets Property, plant and equipment Total assets 4 693 130 46 914 661 579 680 - - Liabilities Loans and deposits from credit institutions 502 665 Deposits from customers 502 665 45 457 206 45 457 206 Taxes payable Debt securities issued - 1 619 796 - Other liabilities Subordinated loan Total liabilities 134 25 265 25 265 699 875 2 319 671 263 941 498 812 1 001 477 47 077 002 263 941 498 812 - - - 989 081 49 067 560 SKANDIABANKEN ASA PARENT COMPANY Note 26 Financial derivatives Skandiabanken ASA uses currency derivatives to manage exchange rate risk. The scope of the above is limited as the company does not have any lending or borrowing in foreign currency. Derivatives are therefore only used in relation to other liabilities in foreign currency. Skandiabanken ASA does not use hedge accounting. Consequently, currency derivatives are recognised at fair value through profit and loss and included in the trading portfolio. No other types of derivative contracts such as interest-related contracts were entered into in 2015, as the company does not make any fixed-interest loans. 31.12.2015 In NOK thousands Nominal value Positiv marked value Negativ marked value Currency derivatives 51 973 555 0 Total derivates 51 973 555 0 As of 31 December 2014 Skandiabanken ASA (Skandiabanken AB NUF) had no derivatives in the balance sheet. There are therefore no comparative figures for 2014. Offsetting through ISDA agreements Skandiabanken ASA has in connection with derivatives trading entered into ISDA agreements with Skandia Capital AB. This means that Skandiabanken ASA has a right to offset if the counterparty defaults on their obligations. Skandiabanken ASA has not entered into other agreements with counterparties which are entitled to set-off. - ANNUAL REPORT 2015 - 135 Note 27 Operational risk Operational risk Operational risk means unexpected fluctuations in results which are attributable to inadequacies or failures in internal processes and systems, employees or external events, which oblige the Bank to retain financial capital in order to safeguard itself against substantial and unexpected operational losses. The definition also includes legal risk, i.e. the risk that an agreement or legal action cannot be performed in line with underlying assumptions; and compliance risk, i.e. the risk of non-compliance with statutory provisions, internal guidelines, industry standards, etc., as well as reputation risk. The policy for operational risk, including contingency plans, describes preventive and mitigating measures. In addition to policies and instructions, and procedure and job descriptions, Skandiabanken has a self-evaluation process for operational risk. This process is intended to identify operational risk and quantify any potential ensuing losses. This work results in action plans whose implementation is subject to ongoing monitoring. The evaluation is performed each year and includes quarterly updates and follow-up. 136 Commercial and strategic risk Commercial risk is the risk that earnings will weaken and is largely attributable to the following risk factors: Changes in volumes, interest margins and other price changes associated with borrowing and lending, weakened net commission income and earnings that are insufficient to cover costs. Measurement of commercial risk takes into account changes due to credit losses and other risks such as market risk, liquidity risk and operational risk. The size of commercial risk is essentially affected by variations in net interest and commission. Some costs vary in line with volume- and transaction-based changes in income, other costs are deemed to be variable without being volume- or transaction-based, while further costs are deemed to be fixed. Management’s short-term opportunities to influence potential losses of income depend on the ratio of variable to fixed costs. Commercial risk is managed through diversification of income, stable revenue generation and cost control. Strategic risk refers to the long-term risk that arises as a result of erroneous or imperfectly conceived commercial decisions, poor or incorrect implementation of decisions, or inadequate sensitivity to changes in society, competition, technology, the regulatory system or the financial sector. SKANDIABANKEN ASA PARENT COMPANY Note 28 Net interest income Net interest income 2015 In NOK thousands Loans to and receivables from credit institutions Loans to customers Commercial paper and bonds Recognised at amortised cost Recognised at fair value Total 14 327 0 14 327 314 918 0 314 918 0 23 188 23 188 329 245 23 188 352 433 -3 022 0 -3 022 -113 192 0 -113 192 Debt securities issued -6 114 0 -6 114 Subordinated loan -3 891 0 -3 891 Other interest expenses -7 605 0 -7 605 Total interest expense -133 824 0 -133 824 195 421 23 188 218 609 Total interest income Loans and deposits from credit institutions Deposits from customers Net interest income Interest income from loans to customers: In NOK thousands 2015 Home loans Car loans Consumer loans Other loans* Total interest income from loans to customers 239 081 17 594 14 942 43 301 314 918 * Credit card, account credit and custody account credit. Note 29 Net commission and fee income In NOK thousands 2015 Interbank commissions Card commissions Securities commissions Payment processing Insurance services Total commission and fee income 396 19 669 13 777 28 443 272 62 557 Interbank commissions Card commissions Securities commissions Payment processing Insurance services Total commission and fee expenses -1 665 -8 866 -5 790 -10 258 -5 817 -32 396 Net commission and fee income 30 161 - ANNUAL REPORT 2015 - 137 Note 30 Other income In NOK thousands 2015 Group contribution and dividend from subsidiary Other income from services delivered to subsidiary Total other income 0 1 244 1 244 Note 31 Net gain (loss) on financial instruments Gain (loss) on financial instruments recognised through profit and loss: In NOK thousands 2015 1) Realisation of financial instruments available for sale: Gain (loss) by realisation of financial instruments available for sale -hereof shares and funds -hereof commercial paper, bonds and other interest bearing securities Total gain by realisation of instruments available for sale 960 0 960 960 2) Financial instruments at fair value through profit and loss Unrealised gain on derivatives Total gain on financial instruments at fair value through profit and loss 555 555 3) Financial instruments at amortised cost: Gain (loss) by repurchase of own bonds/commercial paper at amortised cost: Total loss on financial instruments at amortised cost 0 0 4) Currency 138 Net gain (loss) on currency items Total gain (loss) on currency items -346 -346 Total gain (loss on financial instruments recognised through profit and loss: 1 169 SKANDIABANKEN ASA PARENT COMPANY Note 32 Operating expenses In NOK thousands 2015 Other administrative expenses Properties and premises expenses IT expenses Advertisement and marketing expenses Services provided by Skandia Group companies excluding IT-cost Temporary employment agencies Consultants and other external services Telephone and postage Other operating expenses Total administrative expenses -4 437 -33 583 -5 445 -6 891 -4 652 -16 128 -3 149 -4 401 -78 685 Depreciations and write-downs on fixed and intangible assets: In NOK thousands 2015 Depreciations during the period Write-downs during the period Total depreciations and write-downs during the period -321 0 -321 Note 33 Remuneration to the statutory auditor In NOK thousands Statutory audit Other certification services Tax-related services Other services Total remuneration to the statutory auditor 2015 313 0 0 63 375 Remuneration paid to the auditor includes Value Added Tax. The company’s elected auditor for the accounting period was Deloitte AS. - ANNUAL REPORT 2015 - 139 Note 34 Personnel expenses and benefits/remuneration to executive managemet and governing bodies Personnel expenses In NOK thousands 2015 Wages Pension costs - defines contribution pensions - defined benefit pensions - other pension related costs Payroll tax Other personnel expenses 38 814 3 952 1 434 1 877 641 8 128 3 320 Total personnel expenses 54 214 Income tax account In NOK thousands 2015 Income tax account Total restricted assets 10 511 10 511 Employees 2015 Total employees as at 31.12 Total FTEs as at 31.12 Average number of employees FTEs temporary employees as at 31.12 258 238 242 32 Remuneration to Executive management, the Board of Directors, the Control comittee etc. 2015 Name and position Executive management Magnar Øyhovden, Chief Executive Officer Henning Nordgulen, Chief Financial Officer (from 3 August 2015) 140 Agreed fixed annual salary as at 31.12.15 Paid perfor- Paid other Paid variable mancesalaries salary related 2015 salary 2015 2015 Total paid salaries 2015 Benefits in kind and other benefits 201 Total remuneration paid / received in 2015 Pension Loan as at cost 2015 31.12 Shares as at 31.12. 1) 2) 3) 4) 5) 2 227 534 - 1 083 1 617 19 1 636 84 4 614 6 815 1 900 456 - 271 727 4 731 16 - 6 814 1 634 392 - 374 767 17 783 17 2 947 3 260 Geir Berge Hansen, Head of Strategy Johnny Anderson, Head of Marketing & Communication 1 056 253 - 167 421 9 430 17 1 786 2 717 Bente Rebnor, Head of HR 1 445 347 - 252 599 41 640 93 - 2 173 Eirunn Skogen, Head of IT Eirik Christensen, Chief Risk Officer (from 1 October 2015) Erik Husø, Head of Legal (from 01 October 2015) Anne-Christine Fiksdal, Head of Product & Process (from 14 September 2015) Magne Angelshaug, Head of Business Development 1 106 265 - 142 407 50 457 79 2 948 2 173 1 150 276 - 83 359 4 362 16 - 2 173 1 130 271 - 49 320 4 324 16 - 652 1 100 317 - 48 365 5 370 14 - 3 260 1 141 274 - 207 481 4 484 16 - 2 608 6) SKANDIABANKEN ASA PARENT COMPANY Note 34 Personnel expenses and benefits/remuneration to executive managemet and governing bodies (continued) Remuneration to Executive management, the Board of Directors, the Control committee etc. 2015 Name and position Agreed annual board remuneration 2015 Agreed Agreed annual annual remuremuneration neration for board from group commit- companies tees 2015 2015 Paid board remuneration 2015 Paid Paid remucommitneration Paid other tee remu- from group compenneration companies sation 2015 2015 2015 Total remuneration paid / received Loan as at in 2015 31.12 Shares as at 31.12 The Board of Directors Niklas Midby (chairman) 450 63 - 225 31 - 450 706 - 10 869 August Baumann 250 140 - 125 70 - 100 295 - - Mai-Lill Ibsen 250 175 101 125 88 50 100 363 - - Ragnhild Wiborg 250 113 101 125 56 50 100 332 - - - - - - - - 878 878 49 2 173 - - - - - - - - 6 980 543 - - - - - - - - 1 910 326 - - - - - - - - - - Øyvind Thomassen 7) Silveli Vannebo, Employee representative Jon Holmedal, Employee representative (deputy) The Control Committee Bjarne Haldorsen Erik Hoffmann-Dahl - - - - - - - - 3 456 - Vidar Broder Lund - - - - - - - - - - Tore Mydske - - - - - - - - - - Loans to other employees in Skandiabanken ASA 385 606 9) 1) Agreed annual fixed salary/fees at the end of the year. 2) Paid fixed salary and holiday pay for both profit-related and ither variable pay. 3) Paid profit-related pay earned in previous years excl. holiday pay, paid in Skandiabanken AB Nuf before 05. October 2015 4) Paid variable pay such as extraordinary compensation other than profit-related pay. For 2015 this also includes compensation for work related to the reorganisation and IPO-process. 5) Other benefits in kind include the cost of telephones, broadband, insurance, loans at beneficial interest rates, use of company cars etc. 6) Includes 293 shares owned by close family members. 7) Paid profit-related pay earned in previous years as Head of Skandiabanken AB Nuf. Serves as a representative for Skandia Liv and has elected not to receive remuneration for his duties on the Board of Directors. 8) Employee representatives do not receive separate remuneration for their duties on the Board of Directors. 9) Includes loans in all group companies. The Board of Directors’ declaration on the setting of salaries and other remuneration to Executive Management in Skandiabanken ASA 1. In general This declaration has been prepared by the Board of Directors of Skandiabanken ASA (“the Company”) pursuant to Section 6-16a of the Norwegian Public Limited Liability Companies Act for consideration at the annual general meeting of 28 April 2016. The Board of Directors has appointed a special remuneration committee consisting of two directors. The committee functions as an advisory body for the Board of Directors and shall arrange for a thorough and independent preparation of matters involving remuneration to the Company’s management employees. 2.Main principles for the company’s management compensation policy Management compensation at Skandiabanken ASA is determined on the basis of the following main principles: Management compensation shall be competitive and suited to attracting and retaining capable managers. The compensation (the sum of remuneration received) should normally be around the average of management compensation for corresponding managers at comparable enterprises. Management compensation shall be set at all times with appropriate consideration for the Company’s financial situation and shall be set at a level that can be justified on the basis of the Company’s financial position. Management compensation shall be composed so that it motivates additional effort for improvement of the enterprise and the Company’s results. The main element in management compensation shall be fixed salaries, but variable additional payments may be made of such a type that they motivate managers’ efforts for the Company. Variable payments shall be - ANNUAL REPORT 2015 - >> 141 >> Note 34 Personnel expenses and benefits/remuneration to executive managemet and governing bodies (continued) reasonable based on the Company’s results in the year in question but limited to a maximum one and one half of monthly salary. The variable payments shall be related to factors which the individual has an opportunity to affect. The compensation system should stimulate efforts which yield results beyond the individual’s area of responsibility, but always according to the risk profile the Bank has defined as acceptable. Options and other forms of remuneration that are tied to shares or the trend in the share price The Company may not provide remuneration to management employees in the form of options and other remuneration that is tied to shares in the Company or the share price. This includes establishment of incentive programmes or option programmes. The compensation system shall be comprehensible and acceptable both internally at Skandiabanken and externally. The compensation system shall not be disproportionately difficult to explain to the public and shall not result in disproportionate complexity for administration. Pension schemes Agreements have not been made on early retirement pension schemes. However, the Company may enter into such agreements in the future. The Company is required to have an occupational pension scheme under the Norwegian Mandatory Occupational Pension Act. Skandiabanken’s pension schemes satisfy the requirements in the Act. Management employees participate in the Company’s occupational pension scheme. The compensation system shall be flexible so that adjustment may be done when the needs change. In order to offer competitive compensation, Skandiabanken must have a flexible compensation system. The compensation system must allow for special solutions being agreed that are adapted to the individual’s needs, but it shall nevertheless be clear and simple. 3.Guidelines for setting salaries and other remuneration during the 2016 fiscal year The starting point for setting salaries is the total level of base salary and other benefits. This level shall be competitive, but not a pacesetter among salaries. The base salary should normally be the main element in managers’ compensation. The base salary will be set on the basis of duties, level of responsibility, competence and seniority. The individual benefits that are used are commented on more specifically below. Unless otherwise indicated below, special terms and conditions, frameworks or allocation criteria shall not apply for the mentioned remuneration. Performance-related compensation scheme The Company has a common performance-related compensation scheme for all permanent employees with positions equivalent to 40% or more of full-time employment. The scheme shall ensure that the Company reaches overall goals and strategies, as well as ensure good interaction across the Company’s units. The performance-based compensation is tied to Skandiabanken’s results and other factors which the individual has an opportunity to affect. Maximum performance-based compensation is one and one half of monthly salary. The performance-related compensation scheme is determined by the Board of Directors. The scheme is general, and the payments do not constitute more than 1.5 of monthly salary per year and are a part of a general, non-discretionary policy which covers the entire institution. This means that the scheme may be exempted from the Norwegian Regulations relating to Remuneration Systems in Financial Institutions, see Norwegian Financial Supervisory Authority Circular 15/2014 (in Norwegian only). 142 Post-employment compensation schemes The Company does not have special agreements on post-employment compensation for management employees. Benefits in kind Managers may be granted benefits in kind that are customary for comparable positions, such as free telephone, home computer, free broadband connection, newspapers, company car/car allowance and parking. There are no special limitations on what kinds of benefits in kind may be agreed. Other benefits Other variable elements may be used in the remuneration or other special benefits may be granted than what is mentioned above, if this is considered appropriate in order to attract and/or retain a manager. There are no special limitations on what kinds of other benefits may be agreed. 4.Setting of management compensation at other companies in the Skandiabanken Group Other companies in the Skandiabanken Group shall follow the main principles for the Company’s management compensation policy as described in Section 2. The objective is to coordinate the compensation policy and the schemes that are used for variable benefits in the entire Group. 5.Statement regarding management compensation policy and effects of agreements on remuneration in the 2015 fiscal year. The management compensation policy at Skandiabanken for the 2015 fiscal year has been implemented according to the guidelines for setting salaries and other remuneration as described above. SKANDIABANKEN ASA PARENT COMPANY Note 35 Tax expense In NOK thousands 2015 Specification of tax expense: Taxes payable 25 265 Changes in deferred tax 1 189 Correction of deferred tax previous year 0 Correction of taxes payable previous year 0 Total tax expense 26 454 Reconciliation of the tax expense Profit before tax 110 634 Expected tax expense at nominal rate of 27 % 29 871 Tax effect from none deductible expenses and tax-exempt income 352 Tax effect from tax-exempt income from shareholdings and funds -44 Tax effect of changed tax rate for deferred tax assets recognised in the balance sheet 269 Tax effect from costs booked against other equity related to capital increase and interest to Tier 1 capital holders Correction previous year (net) -3 994 0 Total tax expense 26 454 Effective tax rate 23.9% The year's changes in deferred tax asset (deferred tax): Deferred tax asset 5 October 12 386 Change recognised through profit and loss -1 189 Change recognised through other comprehensive income -1 129 Correction of deferred tax asset previous year 0 Total deferred tax assets (deferred tax) 31 December 10 068 Change related to fixed assets and intangible assets -216 Change related to pension liabilities -973 Total change in deferred tax assets recognised through profit and loss -1 189 Change related to interest bearing securities and shares 4 624 Change related to pension liabilities -5 753 Total change in deferred tax assets recognised through other comprehensive income -1 129 Spesification of deferred tax assets (deferred tax) related to temporary differences: Fixed assets and intangible assets 26 Interest bearing securities and shares 4 269 Net pension liabilities 5 773 Total deferred tax assets (deferred tax) 10 068 Deferred tax assets (deferred tax) in the balance sheet recognised through profit and loss 3 365 Deferred tax assets (deferred tax) in the balance recognised through other comprehensive income 6 702 Total deferred tax assets (deferred tax) 10 068 Deferred tax assets and deferred tax liabilities are offset and recognised net when this is legally justifiable and the items relate to the same tax authority. In connection with the establishment of Skandiabanken ASA, tax payable in the balance sheet was reduced by around NOK 100 million in respect of actual tax payable for the period 1 January 2015 to 31 December 2015. The reduction was attributable to the fact that the liability for tax payable for the period 1 January 2015 – 4 October 2015 rests with the Swedish company Skandiabanken AB. At the same time NOK 100 million in liquid funds was also transferred to Skandiabanken AB to enable the company to cover this liability on maturity. - ANNUAL REPORT 2015 - 143 Note 36 Classification of financial instruments In NOK thousands 31.12.2015 Financial instruments at fair value through profit and loss Financial instruments available for sale Financial instruments carried at amortised cost Total Financial assets Cash and receivables with central bank Loans to and receivables from credit institutions Loans to customers Commercial paper and bonds 41 777 893 41 777 893 7 280 733 139 912 Shares in subsidiary 139 912 900 030 900 030 201 818 201 818 45 897 548 53 318 748 555 555 Other assets Total financial assets 559 507 2 458 300 7 280 733 Shares and funds Derivatives 559 507 2 458 300 555 7 420 645 Financial liabilities Loans and deposits from credit institutions Deposits from customers Debt securities issued Subordinated loan Other liabilities 502 665 502 665 45 457 206 45 457 206 2 319 672 2 319 672 498 812 498 812 240 849 240 849 - 49 019 204 49 019 204 Nominal value Cost value Fair value Relative share 413 000 412 995 413 046 5.7% Other governmental issuer (municipalties) 3 505 032 3 506 524 3 497 170 48.0% Covered bonds 3 371 500 3 382 290 3 370 516 46.3% Total commercial paper and bonds 7 289 532 7 301 809 7 280 733 100.0% 4 906 880 67.4% Total financial liabilities Assets recognised at amortised cost are classified in the category loans and receivables. Note 37 Commercial paper and bonds In NOK thousands 2015 Commercial paper and bonds available for sale State- and state guaranteed securities Listed securities Non-listed securities Total commercial paper and bonds 144 2 373 852 32.6% 7 280 733 100.0% SKANDIABANKEN ASA PARENT COMPANY Note 38 Shares and mutual funds Shares and mutual funds, available for sale: In NOK thousands 2015 Shares Mutual funds Membership in VISA Norge FLI Total shares and mutual funds, available for sale 2 912 6 000 131 000 139 912 Valuations techniques: Share assessed based on other valuation techniques (Level 3)* 133 912 Listed securities Non-listed securities Total shares and mutual funds, available for sale 0 139 912 139 912 Shares in subsidiary Shares in subsidiary Skandiabanken Boligkreditt AS Total shares in subsidiaries 900 030 900 030 Investments in shares and mutual funds as at 31 December 2015: In NOK thousands Carrying value Number of shares Ownership 1 533 1 533 2 630 2.60 % 1 379 1 379 740 1.48 % 131 000 n.a 5.85 % 900 030 60 300 100 % Name Country Fair value Bank Axept AS Norway Bank ID Norge AS Norway VISA Norge FLI* Norway 131 000 Skandiabanken Boligkreditt AS Norway n.a Utsikt 2030 Norway 2 000 2 000 Utsikt 2040 Norway 2 000 2 000 Utsikt 2050 Norway 2 000 2 000 * Reference is made to further description in note 41 Note 39 Shares in subsidiary In NOK thousands Skandiabanken Boligkreditt AS Org number Office 915287662 Bergen Ownership Voting share 100 % Total shares in subsidiary 100 % Share capital Cost value Carried value 31.12.15 60 030 900 030 900 030 60 030 900 030 900 030 The investment in Skandiabanken Boligkreditt AS is recognised at cost in Skandiabanken ASA. - ANNUAL REPORT 2015 - 145 Note 40 Fair value of financial instruments at amortised cost In NOK thousands Carrying value 31.12.2015 Fair value 31.12.2015 559 507 559 507 0 0 Assets Cash and receivables with central bank Loans to central bank Loans to and receivables from credit institutions 2 458 300 2 458 300 Loans to customers 41 777 893 41 777 893 Shares in subsidiary 900 030 900 030 Other assets Total financial assets at amortised cost 201 818 201 818 45 897 548 45 897 548 502 665 502 665 45 457 206 45 457 206 2 319 672 2 294 324 498 812 491 900 Liabilities Loans and deposits from credit institutions Deposits from customers Debt securities issued Subordinated loan Other liabilities Total financial liabilities at amortised cost 31.12.2015 Level 1 240 849 240 849 49 019 204 48 986 944 Level 2 Level 3 Total 559 507 - 559 507 Assets Cash and receivables with central bank Loans to central bank 0 0 Loans to and receivables from credit institutions 2 458 300 2 458 300 Loans to customers 41 777 893 41 777 893 Shares in subsidiary 900 030 900 030 201 818 201 818 45 338 041 45 897 548 502 665 502 665 45 457 206 45 457 206 0 2 294 324 Other assets Total financial assets at amortised cost 559 507 Liabilities Loans and deposits from credit institutions Deposits from customers Debt securities issued Subordinated loan 2 294 324 491 900 Other liabilities Total financial liabilities at amortised cost Fair value of financial instruments measured at amortised cost Cash and cash equivalents, loans to credit institutions and loans to customers, deposits, subordinated debt and debt securities are measured at amortised cost. Measurement at amortised cost imply that a financial asset or liability is recognised to the present value of the contractual cash flows using effective interest rate method, adjusted for potential impairment. This measurement method will not necessarily provide a carrying value equal to the fair value of the financial instrument due to volatility in the market, changed market conditions, asymmetrical information and changes in investors risk- and return expectations. 146 2 786 224 0 491 900 240 849 240 849 46 200 720 48 986 944 Cash and cash equivalents and loans and advances: Fair value is estimated based on amortised cost as all assets are recognised in the accounts based on the contractual cash flow with floating interest rate and that loans with impairment indicators are written down to fair value of expected cash flows. There is no active market for loan portfolios. Deposits and debt to credit institutions are liabilities with floating interest rate and as there have not been any significant changes in the credit spread, amortised cost is assumed to be a reasonable approximation to fair value. Debt securities and subordinated loans are measured at fair value based on prices sourced from Nordic Bond Pricing. Nordic Bond Pricing has estimated the fair value based on available price information from investment banks and brokers trading in the bond markets. SKANDIABANKEN ASA PARENT COMPANY Note 41 Financial instruments at fair value In NOK thousands Carrying value 31.12.15 Fair value 31.12.15 7 280 733 7 280 733 139 912 139 912 Assets Commercial paper and bonds Shares and funds available for sale Derivatives Total financial assets at fair value 555 555 7 421 200 7 421 200 0 0 Liabilities Total financial liabilities at fair value 31.12.2015 Level 1 Level 2 Level 3 Total Assets Commercial paper and bonds 2 384 993 4 895 740 0 7 280 733 Shares and funds available for sale 0 6 000 133 912 139 912 Derivatives 0 555 0 555 2 384 993 4 902 295 133 912 7 421 200 Total There were no transfers of securities between Level 1 and Level 2 in 2015. Financial instruments recognised at fair value, level 3 In NOK thousands Shares available for sale Opening balance 5 October 2015 Total 2 486 2 486 131 426 131 426 Acqusitions/exits - - Sale - - Settlement - - Transferred from level 1 or level 2 - - Transferred to level 1 or level 2 - - Net gain/(loss) on financial instruments Other Closing balance at 31 December 2015 - ANNUAL REPORT 2015 - - - 133 912 133 912 >> 147 >> Note 41 Financial instruments at fair value (continued) Information about fair value of securities at Level 3: 1) Calculation of the fair value of the holdings in BankAxept AS and BankID Norge AS: Fair value estimate of Skandiabanken ASA’s membership in Visa Norge: Skandiabanken ASA has opted to use the tax values of 1 January 2016 as basis for the calculation of fair value as of 31 December 2015. Based on information gathered from both companies as well as restrictions related to ownership, Skandiabanken has considered that the tax value to be a prudent approximation of fair value. Based on the information presented above, Skandiabanken has based the estimate of fair value of Skandiabanken’s membership in Visa Norge to consist of the following components: 2) Calculation of the fair value of the membership in Visa Norge FLI (“Visa Norge”): Skandiabanken ASA refers to the press release of 27 January 2016 regarding the increased value of the membership in Visa Norge related to the sale of Visa Europe Ltd. to Visa Inc. Skandiabanken ASA has recognised an increase in the holdings of Visa Norge of NOK 131 million in the balance sheet as of 31 December 2015. The increase in value is in part based on information and assumptions presented in an information memorandum received from Visa Norge containing descriptions of the preliminary estimate of the proceeds Visa Norge expects from sales of its share of Visa Europe Ltd. to Visa Inc. Visa Norge’s proceeds: As described in the information memorandum, Visa Norge’s estimated proceeds will contain the following elements (for further information, please refer to the Visa Inc. PPA): 1) Cash payment: Visa Norge has estimated its share of the cash payment to amount to EUR 244.4 million. 2) Convertible stocks: Visa Norge has estimated its share of convertible stocks to amount to EUR 83.9 million. This is based on an estimate of 93,564 Series C Convertible Preferred Stock with a conversion factor of 1 to 13,952 of listed Class A common stocks. 3) Conditional cash payment: According to Visa Norge the conditional cash payment may vary from 0 to EUR 4.7 billion in total for all owners of Visa Europe Ltd. It is considered difficult to estimate an amount related to this element as the determining factors are unknown. Skandiabanken ASA’s share of the proceeds: Visa Norge has stated in its information memorandum that the final allocation amongst its membership banks in Norway will be based on the same principles Visa Europe Ltd. has used in its allocation. As indicated in the information memorandum an estimate for this allocation could be each member’s voting rights in Visa Norge. Skandiabanken ASA has estimated the voting rights to be 5.85 percent based on average voting rights over the last three years, deducted for estimated discounts and market support the Bank has received from the Visa-system. 148 1) Cash payment: NOK 137.5 million 2) Convertible stocks: NOK 26.4 million 3) Conditional cash payment: NOK 0 In the calculation of the estimate for convertible stocks, Skandiabanken has assumed a liquidity discount of 50%. This is based on the restrictions in transferability of the shares as well as uncertainty regarding Visa Norge’s right to distribute the shares to its member’s earlier than after 4 years. Skandiabanken has opted not to recognise any value to the conditional cash proceeds as the conditions for the distribution are highly uncertain. Additionally, Skandiabanken has opted to discount the above mentioned estimates by 20 percent based on share price risk, currency risk, risk regarding tax treatment of the transaction and the risk of the transaction not being performed (based on lack of accept from competition authorities or other external factors). According to the information memorandum, the tax treatment of the transaction is not concluded. It is however expected that the transactions will comply with the exemption method (Norwegian: “Fritaksmetoden”) and thereby will be taxed with 25 percent on 3 percent income gain. In a case where ordinary gains tax treatment is applied, the values transferred to the Banks equity will be reduced. Based on the above, the estimate for fair value of Skandiabanken ASA’s membership in Visa Norge amounts to NOK 131 million as of 31 December 2015. Sensitivity analysis: The sensitivity in the above mentioned estimate is presented in the following table. This is calculated as isolated effects and any effects where the parameters correlate are not considered. Parameter Effect in NOK million Shift in exchange rate of NOK/EUR of +/- 10 % +/- 11.0 Shift in exchange rate of NOK/USD of +/- 10 % +/- 2.0 Shift in share price of Visa Inc. of +/- 10 % +/- 2.0 Shift in liquidity discount on the stocks received of +/- 10 basis points +/- 8.5 Shift in Visa Norge’s share of the transaction of +/- 10 % basis points +/- 6.6 SKANDIABANKEN ASA PARENT COMPANY Note 41 Financial instruments at fair value (continued) Financial assets and debt recognised at fair value, either due to classification as held for trade, designated at fair value through profit or loss on initial recognition (fair value option) or held for sale, shall be classified in a fair value hierarchy depending on the reliability of the fair value estimate. Level 1 is assets or liabilities priced in an active market, level 2 are prices determined based on observable input data from similar assets (either directly or indirectly) and level 3 is fair value based on unobservable input data. Fair value hierarchy Level 1: Quoted prices in active markets for identical assets or liabilities that the entity has access to at the reporting date. Active market is a market where quoted prices are easily accessible at a stock exchange or similar trading place, a broker or other entity that publish price information. Quoted prices shall represent actual and frequent transactions. For Skandiabanken, level 1 assets and liabilities comprise listed interest-bearing bonds and shares. Level 2: Other prices than the quoted prices in level 1 and that are observable either directly or indirectly. Interest-bearing bonds that are valued based on prices sourced from trading places, brokers or other entities that publish price information, but where there are no active market since no official prices are available, are categorised as level 2. When using valuation methods, external data are applied to discounted cash flows (e.g. prices quoted by third-parties or prices for similar instruments). The discount rate is implicit in the market interest rate with respect to credit- and liquidity risk. For all financial instruments on level 2, fair value is determined by discounted cash flow models. Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities and the membership interest in Visa Norge. Note 42 Other assets In NOK thousands 2015 Receivables from fund managers and other receivables Other assets Total other assets 133 698 5 461 139 159 Receivables from fund managers and other receivables constitutes mainly of unsettled settlements against fund managers arising from customer sales of funds. - ANNUAL REPORT 2015 - 149 Note 43 Intangible assets Software and licenses Total 69 360 69 360 847 847 Acquistion cost at 31.12.2015 70 207 70 207 Accumulated depreciation at 05.10.2015 In NOK thousands Acqusition cost as at 05.10.2015 Additions during the year Disposals during the year 69 360 69 360 Depreciations during the year (note 32) 15 15 Write-downs during the year (note 32) - - Disposals during the year - Accumulated depreciation at 31.12.2015 Balance sheet value at 31.12.2015 Expected useful life 150 69 375 69 375 832 832 5 years SKANDIABANKEN ASA PARENT COMPANY Note 44 Property, plant and equipment Leasehold improvements Machinery, fixtures and means of transport Total 4 290 9 035 13 325 - 640 640 - - Acquistion cost at 31.12.2015 4 290 9 675 13 964 Accumulated depreciation at 05.10.2015 3 480 6 595 10 075 Depreciations during the year 79 228 307 Write-downs during the year - - - Disposals during the year - - - 3 559 6 824 10 383 In NOK thousands Acquistion cost at 05.10.2015 Additions during the year Disposals during the year - Accumulated depreciation at 31.12.2015 Balance sheet value at 31.12.2015 Expected useful life 731 2 850 5 years 3-5 years 3 581 Note 45 Other liabilities In NOK thousands 2015 Fund settlement Accrued costs Accrued interest Accounts payable 120 785 75 195 15 351 15 469 Other liabilities Total other liabilities 14 049 240 849 - ANNUAL REPORT 2015 - 151 Note 46 Pensions Description of pension schemes at Skandiabanken ASA Skandiabanken ASA is required to have an occupational pension scheme pursuant to the Mandatory Occupational Pensions Act. The company’s pension schemes satisfy the requirements of the Act. Skandiabanken ASA had a defined benefit pension scheme for all of its employees until 31 December 2008. This was closed as at 1 January 2009, and all the employees could choose between maintaining their defined benefit pension scheme or voluntarily converting to a defined contribution scheme. Everyone who has been employed after 1 January 2009 has been automatically registered as a member of the defined contribution scheme. The defined benefit scheme has a maximum pensionable income of 12 G (G is the National Insurance base amount) for all employees, and there are no employees who have additional pension schemes beyond this. This scheme is an insured scheme provided by Livsforsikringsselskapet Nordea Liv Norge AS. In the defined benefit scheme, the retirement benefit, in combination with benefits from the National Insurance Scheme and taking into account any paidup policies from previous employment, represents approximately 66 percent of the salary earned at retirement age, assuming a full contribution period of 30 years. The retirement age is 67. All else being equal, continued use of the government bond rate as the discount rate would have yielded a pension commitment that was approximately NOK 12 million higher as at 31 December 2015. In the defined contribution scheme, employees receive a contribution paid into a personal pension account with Livsforsikringsselskapet Nordea Liv Norge AS every month. The contribution constitutes 5 percent of pay between 1 and 6 G, and 8 percent of pay between 6 and 12 G. This corresponds to the earlier maximum rates for defined contribution schemes. The retirement age is 67. The average expected remaining period of service is 9.62 years at the end of 2015. As at 1 January 2016, 1 G was NOK 90,068. More about defined benefit schemes In the defined benefit scheme, employees will receive an retirement benefit of approximately 66 percent of their pensionable income (maximum 12 G), assuming a full contribution period of 30 years. Employees do not bear any risk beyond the possibility of death before retirement age, which would result in the assets passing to other members of the pension scheme and not their survivors. Based on factors such as future wage inflation, pension weight, longevity, etc., the present value of the expected pension commitments is calculated on the date of measurement. Pension assets will be measured at market value on the date of measurement. The difference between the present value of the commitments and the market value of the assets will be recognised in the accounts as the net pension commitment. If the value of the assets exceeds that of the commitments, they will be recognised as net pension assets on the balance sheet. Differences between the estimated pension commitments and the estimated value of the pension assets at the end of the previous financial year and the actuarially calculated pension commitments and fair value of the pension assets at the beginning of the year are recognised in other comprehensive income. 152 When the actuary makes his calculations related to the value of the net pension commitment, a number of economic assumptions are made in the calculation. These assumptions are based on the assumptions recommended by the Norwegian Accounting Standards Board as at 31 December 2015 and are specified in a separate table below. The factor that most affects the size of the obligation is the discount rate. In 2015, the covered bond rate has been used instead of the previously used government bond rate to discount the pension commitments. It has been assessed that the Norwegian market for covered bonds satisfies the requirement for corporate bonds with a market that is adequately deep. The management regards this a change in estimate and not a change in principle. The expected return on pension assets is based on long-term expectations of the return on various asset classes. The pension costs for the year are classified in the income statement as a personnel expense and the actuarial gains/losses are recognised in other comprehensive income. More about defined contribution pension schemes Defined contribution pension plans entail that Skandiabanken does not guarantee a future pension of a specific amount, instead the Bank pays an annual contribution to the employees’ pension savings plan. The future pension will depend on the size of the contribution and the annual return on the pension savings. Skandiabanken does not have any further obligation after the annual contribution has been paid. There are no provisions for accrued pension commitments in such schemes. Definedcontribution pension plans are charged directly as an expense. Contractual early retirement scheme (AFP) Skandiabanken ASA participates in the Joint Scheme for Collective Agreement Pensions, AFP. The private AFP scheme provides a lifelong supplement to the ordinary pension. Employees can choose to receive benefits from the AFP scheme from the age of 62, also while continuing to work. Even if the AFP scheme is a defined benefit plan, it is recognised as a defined contribution plan pursuant to the exception in IAS 19.34. The private AFP scheme is financed by an annual premium that is set as a percentage of pay between 1 and 7.1 G. The premium for 2015 has been set at 2.4 percent (2014: 2.2 percent). SKANDIABANKEN ASA PARENT COMPANY Note 46 Pensions (continued) Economic assumptions The main economic assumptions that are used by the actuary in his calculatons are as follows: In NOK thousands 2015 Discount rate Expected return on pension funds Anticipated rise in salaries Anticipated rise in basic amount Anticipated rise in pensions Anticipated CPA (contractual pension scheme) acceptance from 62 years Demographic assumptions about mortality 2,70 % 2,70 % 2,50 % 2,25 % 2,25 % Actual acceptance K2013 Pension expenses Net present value of pension entitlements Interest expense on pension commitments Calculated return on pension funds Administrative expenses Net recognised defined benefit costs including payroll tax Defined contribution schemes incl. payroll tax CPA Scheme incl. payroll tax Net pension expenses 05.10.15-31.12.15 1 618 593 -364 30 1 877 1 434 642 3 952 Effects recognised in other comprehensive income Remeasurement (gains)/losses changes in economic assumptions, pension commitments Remeasurement (gains)/losses experience-based adjustments Remeasurement gains - changes in other factors, pension funds Payroll tax Total recognised in other comprehensive income before tax effect Deviations related to IAS 19R Total effect from actuarial gains or losses Actuarial gains or (losses) as at 5.10, gross before tax effect Actuarial gains or (losses) as at 31.12, gross before tax effect Actuarial gains or (losses) as at 31.12, gross after tax effect 05.10.15-31.12.15 -12 181 -11 427 5 424 -2 404 -20 588 0 -20 588 -29 814 -9 226 -6 926 Net pension commitments in the balance sheet 2015 73 264 -53 026 20 238 2 854 23 092 Net present value pension commitments Fair value of pension funds Net pension commitments excl. payroll tax Payroll tax Net pension commitments in the balance sheet Changes in the pension commitments in the balance sheet 2015 95 018 1 386 593 -12 181 -11 428 -124 73 264 Opening balance Net present value of this year pension entitlements Interest expenses Actuarial (gains)/losses related to change in parameters Actuarial (gains)/losses related to change in expectations Pension payments Closing balance - ANNUAL REPORT 2015 - >> 153 >> Note 46 Pensions (continued) In NOK thousands 2015 Changes in the pension funds in the balance sheet Opening balance Expected return Administrative expenses Pension payments Actuarial (gains)/losses related to change in parameters Actuarial (gains)/losses related to change in expectations 56 401 364 -30 -129 7 -5 432 Premium paid Closing balance 1 844 53 026 Investment of the pension funds The insured pension scheme in Norway is insured primarily through Livsforsikringsselskapet Nordea Liv Norge AS, and thus the pension assets are linked to an insurance policy. There is an interest rate guarantee linked to the insurance, which entails that Livsforsikringsselskapet Nordea Liv Norge AS bears the risk for the return on the pension assets. The table below shows the distribution of pension funds on different asset classes Asset classes 2015 Shares Bonds Property Other Total 9.10 % 74.30 % 13.80 % 2.80 % 100.00 % Sensitivity analyse pension commitments based on a change in one of the assumptions, given that all the other assumptions remain constant. In reality, there would be covariation between the assumptions, so that changes in any of the assumptions may covary. Effect on pension commitments Change in the economic assumptions Change in the pension commitments Discount rate 0.50 % -8 638 Discount rate -0.50 % 6 740 Annual rise in salaries 0.50 % 3 036 Annual rise in salaries In NOK thousands -0.50 % -5 450 Annual rise in pensions and basic amount 0.50 % 2 885 Annual rise in pensions and basic amount -0.50 % -5 168 Life expectancy + 1 year 3 481 Members in the pension scheme 2015 Number of persons covered by the pension schemes: - defined benefit schemes - retirement and disability pensions - defined contribution schemes 65 6 193 Average expected remaining service for employees covered by the defined benefit plan are 9,2 years. Expected contributions to pension schemes in 2016: 2016 Expected contributions to defined benefit schemes Expected contributions to defined contribution schemes Total expected contributions to pension schemes incl. payroll tax 154 7 179 6 000 13 179 SKANDIABANKEN ASA PARENT COMPANY Note 47 Related party transactions Description of agreements with related parties: Sale of home loans to Skandiabanken Boligkreditt AS: Skandiabanken ASA sells home loans to its subsidiary, Skandiabanken Boligkreditt AS. Only loans with a LTV lower than 75% may be sold to Skandiabanken Boligkreditt AS. The sale and transfer of loans is carried out at market terms and conditions. After the loans have been transferred, Skandiabanken Boligkreditt AS assumes all the risks and benefits associated with the home loans sold. The practicalities relating to the transfer of new loans and the writeback of loans are undertaken by employees of Skandiabanken ASA. In general, the write-back of loans from Skandiabanken Boligkreditt AS to Skandiabanken ASA will be relevant only if a customer wishes to increase/ refinance the loan. Any such write-back will also be carried out at market terms and conditions. Delinquent loans will remain with Skandiabanken Boligkreditt AS, and are treated in the same way as delinquent home loans in Skandiabanken ASA. Management agreement between Skandiabanken ASA and Skandiabanken Boligkreditt AS: A management agreement has been entered into between Skandiabanken ASA and Skandiabanken Boligkreditt AS, under the terms of which Skandiabanken Boligkreditt AS purchases administrative services from Skandiabanken ASA. These services relate, inter alia, CEO, to treasury, IT, finance and accounting, and risk management. The agreement has been entered into at market terms and conditions. Skandiabanken Boligkreditt AS’s credit facilities: Skandiabanken ASA has granted an overdraft facility and a revolving credit facility to Skandiabanken Boligkreditt. The overdraft is divided in two credit facilities, each in the amount of NOK 3 billion and with a term of 364 days and three years, respectively. The revolving credit facility equals Skandiabanken Boligkreditt’s payment obligations for the next 12 months in respect of issued covered bonds, and with a term extending four months after the last maturity date of issued covered bonds. Both facilities are at floating interest rates, three-month NIBOR plus a margin. Deposit accounts in Skandiabanken ASA: Skandiabanken Boligkreditt AS has two ordinary deposit accounts with Skandiabanken ASA with an interest at the market rate. Transitional Service Agreements with Skandia AB and Skandiabanken AB: Skandiabanken ASA has entered into a Transitional Service Agreement with Skandia AB and Skandiabanken AB (“the TSA”),, whereby Skandiabanken ASA will receive certain services in a period of up to 18 months from closing of the transaction on 5 October 2015. The services comprise the following main areas: (i) IT infrastructure and operations, (ii) accounting and reporting tools (iii) treasury services and (iv) equities and mutual funds trading services. Taking the SEK/NOK exchange rate into account, the monthly cost is approximately NOK 6.0 million. Receivables from and liabilities to Skandiabanken Boligkreditt AS: In NOK thousands 31.12.15 Receivables related to overdraft facilities to Skandiabanken Boligkreditt AS Liabilities related to deposits from Skandiabanken Boligkreditt AS 1 853 330 491 149 Transactions with Skandiabanken Boligkreditt AS: In NOK thousands Purchase of services in line with service agreement 05.10.2015 - 31.12.2015 1 255 Interest on overdraft facility 10 361 Interest on deposit 156 Transactions with companies in the Skandia Group: Transactions with the Skandia Group consist of services provided according to the TSA mentioned above. As of 31 December 2015, there are NOK 4.9 million in accounts payable to the Skandia Group for services provided. In NOK thousands 05.10.2015 - 31.12.2015 Services provided by the Skandia Group according to the TSA 14 554 Total cost of services provided 14 554 Transactions with all related parties are based on the arm’s length principle - ANNUAL REPORT 2015 - 155 Note 48 Shareholders Share capital: Changes in share capital during the year 17 April 2015 Skandiabanken ASA was incorporated as Midgard Prosject 1 ASA. Changes in share capital Total share capital Nominal value NOK Number of shares 1 000 000 1 000 000 10 100 000 5 October 2015 Capital increase with net value of transferred assets (non-cash contrbution) 1 000 000 000 1 001 000 000 10 101 000 000 5 October 2015 Capital reduction with cash refund to owner -1 000 000 1 000 000 000 10 100 000 000 2 November 2015 Capital increase with cash contribution 65 250 000 1 065 250 000 10 106 525 000 Nominee Number of shares Ownership in percent LIVFORSAKRINGSBOLAGET SKANDIA No 31 950 000 29.99 % SKANDINAVISKA ENSKILDA BANKEN AB Yes 7 011 262 6.58 % FERD AS No 4 350 000 4.08 % The bank OF NEW YORK MELLON SA/NV Yes 3 503 658 3.29 % MORGAN STANLEY & CO. INTERNATIONAL Yes 3 077 623 2.89 % STATE STREET BANK AND TRUST CO. Yes 2 727 067 2.56 % CARNEGIE INVESTMENT BANK AB Yes 2 630 563 2.47 % JP MORGAN CLEARING CORP. Yes 2 500 000 2.35 % STATE STREET BANK AND TRUST CO. Yes 2 069 086 1.94 % J.P. MORGAN CHASE BANK N.A. LONDON Yes 1 977 693 1.86 % SOCIETE GENERALE S.A Yes 1 784 435 1.68 % STATE STREET BANK & TRUST COMPANY Yes 1 505 364 1.41 % MORGAN STANLEY & CO. LLC Yes 1 413 997 1.33 % GOLDMAN SACHS INTERNATIONAL EQUITY Yes 1 379 836 1.30 % SKANDINAVISKA ENSKILDA BANKEN AB Yes 1 327 716 1.25 % STATE STREET BANK & TRUST CO. Yes 1 303 700 1.22 % The bank OF NEW YORK MELLON SA/NV Yes 1 295 096 1.22 % GRANDEUR PEAK INTERNATIONAL OPPORT No 1 268 200 1.19 % NYKREDIT BANK A/S Yes 1 069 143 1.00 % UBS AG, LONDON BRANCH Yes 1 050 000 0.99 % Shareholder structure at 31 December 2015 Specification of the largest investors Total for the twenty largest investors Total 75 194 439 70.59 % 106 525 000 100.00 % The register of shareholders is based on the Norwegian Central Securities Depository’s (VPS) shareholder register as of 31 December 2015. Please refer to separate section of the Annual report for a list of the beneficial owners of shares in nominee accounts. Geographical areas per 31.12.15: Number of shares Ownership i percent 14 553 925 13.66 % Rest of Europe 75 633 297 71.00 % North-America 16 324 898 15.32 % Norway Other 12 880 0.02 % Total 106 525 000 100.00 % As of 31 December 2015 Skandiabanken ASA had a total of 4,767 shareholders, 3,516 of whom held 1,000 or fewer shares. Skandiabanken ASA held no own shares at the reporting date, nor did it hold any own shares during the accounting period. 156 SKANDIABANKEN ASA PARENT COMPANY Note 49 Earnings per share In NOK Profit for the period to shareholders Number of shares (weighted average) Earnings per share (basic) Earnings per share (diluted) 2015 79 134 000 104 350 000 0.76 0.76 Until 5 October 2015, Skandiabanken did not issue shares, being a branch of Skandiabanken AB. On 5 October 2015, the Bank implemented a capital reorganisation and issued a total of 100,000,000 shares with a nominal value of NOK 10. In connection with the listing on 2 November 2015, a capital increase was implemented with the issue of 6,525,000 new shares bringing the total number of shares as of 31 December 2015 to 106,525,000. To calculate earnings per share in 2015, a weighted average has been applied for the entire period of 05.10.15 to 31.12.15. The main purpose of the earnings per share ratio is to show the return to the Group’s ordinary shareholders. Accrued interest in the period, which is paid to hybrid capital investors, has therefore been excluded from the profit for the period in the calculation of earnings per share for the period. Note 50 Subsequent events Skandiabanken ASA is a member of Visa Norge FLI (“Visa Norge”), which is in turn a shareholder in Visa Europe Ltd. In January 2016 Skandiabanken received information from Visa Norge that makes it possible to estimate the fair value of assets at the reporting date. This is discussed in the Report from the Board of Directors and in note 39. In February 2016 the Norwegian Ministry of Finance introduced a joining fee for the Norwegian Banks’ Guarantee Fund of NOK 7.8 million, which has been recognised as an interest expense. In January 2016, Skandiabanken ASA has entered into agreements with Atea AS for operating the bank’s office IT platform, Basefarm AS for operating the bank’s business IT platform and Tieto Norway AS for the bank’s equity and fund trading platform. These services will replace services currently provided by Livförsäkringsbolatet Skandia («Skandia Liv») and Skandiabanken AB under Transitional Service Agreements (“the TSA’s”). In January 2016, Skandiabanken in cooperation with Holberg Fondsforvaltning launched three lifecycle funds. The funds invest in other mutual funds, and the investment and risk profiles of the individual life cycle funds are adapted to three alternative. Based on the ICAAP report conducted in the first quarter of 2016, the Board of Directors decided on 31 March 2016 to increase Skandiabanken’s CET1 ratio target to 13.5 percent, to implement a Tier 1 capital ratio target of 15 percent and increase the total capital ratio target to 17 percent. In the ICAAP report the Pillar 2a requirement is assessed to be 1 percent and the Pillar 2b requirement to be 0 percent, implying a total Pillar 2 requirement of 1 percent. - ANNUAL REPORT 2015 - 157 Responsibility Statement Pursuant to section 5-5 of the Securities Trading Act We hereby confirm, to the best of our knowledge, that the financial statements for the Group and the company for 2015 have been prepared in accordance with applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the company taken as a whole. We also confirm that the Board of Directors’ report gives a true and fair view of the development and performance of the business and the position of the Group and the company, as well as a description of the principal risks and uncertainties facing the Group. Bergen 31 March 2016 Niklas Midby Mai-Lill Ibsen August Baumann Øyvind Thomassen Ragnhild Wiborg Jon Holmedal (Chairman) Magnar Øyhovden (CEO) 158 SKANDIABANKEN ASA PARENT COMPANY 'HORLWWH$6 'DPVJnUGVYHLHQ 3RVWERNV3RVWWHUPLQDOHQ %(5*(1 7HO )D[ GHORLWWHQR 7UDQVODWLRQIURPWKHRULJLQDO1RUZHJLDQYHUVLRQ 7RWKH$QQXDO6KDUHKROGHUV 0HHWLQJRI6NDQGLDEDQNHQ$6$ ,1'(3(1'(17$8',725¶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¶V5HVSRQVLELOLW\IRUWKH)LQDQFLDO6WDWHPHQWV 7KH %RDUG RI 'LUHFWRUV DQG WKH 0DQDJLQJ 'LUHFWRU DUH UHVSRQVLEOH IRU WKH SUHSDUDWLRQ DQG IDLU SUHVHQWDWLRQ RI WKHVH ILQDQFLDO VWDWHPHQWV LQ DFFRUGDQFH ZLWK ,QWHUQDWLRQDO )LQDQFLDO 5HSRUWLQJ 6WDQGDUGVDVDGRSWHGE\(8DQGIRUVXFKLQWHUQDOFRQWURODVWKH%RDUGRI'LUHFWRUVDQGWKH0DQDJLQJ 'LUHFWRU GHWHUPLQH LV QHFHVVDU\ WR HQDEOH WKH SUHSDUDWLRQ RI ILQDQFLDO VWDWHPHQWV WKDW DUH IUHH IURP PDWHULDOPLVVWDWHPHQWZKHWKHUGXHWRIUDXGRUHUURU $XGLWRU¶V5HVSRQVLELOLW\ 2XU UHVSRQVLELOLW\ LV WR H[SUHVV DQ RSLQLRQ RQ WKHVH ILQDQFLDO VWDWHPHQWV EDVHG RQ RXU DXGLW :H FRQGXFWHGRXUDXGLWLQDFFRUGDQFHZLWKODZVUHJXODWLRQVDQGDXGLWLQJVWDQGDUGVDQGSUDFWLFHVJHQHUDOO\ DFFHSWHG LQ 1RUZD\ LQFOXGLQJ ,QWHUQDWLRQDO 6WDQGDUGV RQ $XGLWLQJ 7KRVH VWDQGDUGV UHTXLUH WKDW ZH FRPSO\ZLWKHWKLFDOUHTXLUHPHQWVDQGSODQDQGSHUIRUPWKHDXGLWWRREWDLQUHDVRQDEOHDVVXUDQFHDERXW ZKHWKHUWKHILQDQFLDOVWDWHPHQWVDUHIUHHIURPPDWHULDOPLVVWDWHPHQW $QDXGLWLQYROYHVSHUIRUPLQJSURFHGXUHVWRREWDLQDXGLWHYLGHQFHDERXWWKHDPRXQWVDQGGLVFORVXUHVLQ WKH ILQDQFLDO VWDWHPHQWV 7KH SURFHGXUHV VHOHFWHG GHSHQG RQ WKH DXGLWRU¶V MXGJPHQW LQFOXGLQJ WKH DVVHVVPHQW RI WKH ULVNV RI PDWHULDO PLVVWDWHPHQW RI WKH ILQDQFLDO VWDWHPHQWV ZKHWKHU GXH WR IUDXG RU HUURU ,Q PDNLQJ WKRVH ULVN DVVHVVPHQWVWKH DXGLWRU FRQVLGHUV LQWHUQDO FRQWURO UHOHYDQWWR WKH HQWLW\¶V SUHSDUDWLRQDQGIDLUSUHVHQWDWLRQRIWKHILQDQFLDOVWDWHPHQWVLQRUGHUWRGHVLJQDXGLWSURFHGXUHVWKDWDUH DSSURSULDWHLQWKHFLUFXPVWDQFHVEXWQRWIRUWKHSXUSRVHRIH[SUHVVLQJDQRSLQLRQRQWKHHIIHFWLYHQHVV RI WKH HQWLW\¶V LQWHUQDO FRQWURO $Q DXGLW DOVR LQFOXGHV HYDOXDWLQJ WKH DSSURSULDWHQHVV RI DFFRXQWLQJ SROLFLHV XVHG DQG WKH UHDVRQDEOHQHVV RI DFFRXQWLQJ HVWLPDWHV PDGH E\ PDQDJHPHQW DV ZHOO DV HYDOXDWLQJWKHRYHUDOOSUHVHQWDWLRQRIWKHILQDQFLDOVWDWHPHQWV :HEHOLHYHWKDWWKHDXGLWHYLGHQFHZHKDYHREWDLQHGLVVXIILFLHQWDQGDSSURSULDWHWRSURYLGHDEDVLVIRU RXUDXGLWRSLQLRQ 2SLQLRQ ,Q RXU RSLQLRQ WKH ILQDQFLDO VWDWHPHQWV DUH SUHSDUHG LQ DFFRUGDQFH ZLWK WKH ODZ DQG UHJXODWLRQV DQG JLYH D WUXH DQG IDLU YLHZ RI WKH ILQDQFLDO SRVLWLRQ RI 6NDQGLDEDQNHQ $6$ DQG RI WKH JURXS DV DW 'HFHPEHU DQG RI LWV ILQDQFLDO SHUIRUPDQFH DQG LWV FDVK IORZV IRU WKH \HDU WKHQ HQGHG LQ DFFRUGDQFHZLWK,QWHUQDWLRQDO)LQDQFLDO5HSRUWLQJ6WDQGDUGVDVDGRSWHGE\(8 'HORLWWHUHIHUVWRRQHRUPRUHRI'HORLWWH7RXFKH7RKPDWVXD8./LPLWHGFRPSDQ\DQGLWVQHWZRUN RIPHPEHUILUPVHDFKRIZKLFKLVDOHJDOO\VHSDUDWHDQGLQGHSHQGHQWHQWLW\3OHDVHVHH ZZZGHORLWWHFRPQRRPRVVIRUDGHWDLOHGGHVFULSWLRQRIWKHOHJDOVWUXFWXUHRI'HORLWWH7RXFKH 7RKPDWVXDQGLWVPHPEHUILUPV - ANNUAL REPORT 2015 - RUJQU 159 3DJH ,QGHSHQGHQW$XGLWRU¶V5HSRUWWRWKH $QQXDO6KDUHKROGHUV 0HHWLQJRI 6NDQGLDEDQNHQ$6$ 5HSRUWRQ2WKHU/HJDODQG5HJXODWRU\5HTXLUHPHQWV 2SLQLRQRQWKH%RDUGRI'LUHFWRUV¶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©$VVXUDQFH(QJDJHPHQWV2WKHUWKDQ$XGLWVRU5HYLHZVRI+LVWRULFDO)LQDQFLDO,QIRUPDWLRQªLWLV RXURSLQLRQWKDWPDQDJHPHQWKDVIXOILOOHGLWVGXW\WRSURGXFHDSURSHUDQGFOHDUO\VHWRXWUHJLVWUDWLRQ DQG GRFXPHQWDWLRQ RI WKH FRPSDQ\¶V DFFRXQWLQJ LQIRUPDWLRQ LQ DFFRUGDQFH ZLWK WKH ODZ DQG ERRNNHHSLQJVWDQGDUGVDQGSUDFWLFHVJHQHUDOO\DFFHSWHGLQ1RUZD\ %HUJHQ0DUFK 'HORLWWH$6 5XQH1RUVWUDQG2OVHQVLJQ 6WDWH$XWKRULVHG3XEOLF$FFRXQWDQW1RUZD\ 7UDQVODWLRQKDVEHHQPDGHIRULQIRUPDWLRQSXUSRVHVRQO\ 160 SkandiabankenASA–ReportoftheControlCommitteefor2015 SkandiabankenASA'sControlCommitteewasappointedeffective5October2015.TheCommittee's workceasedon31December2015followingacompanyresolutionpursuanttothenewNorwegian FinanceInstitutionsAct,whichabolishedtherequirementtohaveaControlCommittee.TheActentered intoforceon1January2016. Inlightofitsshorttermofoffice,theCommitteedecidedtofocusonspecificmattersthatitdeemedto beparticularlysignificantduringthatbriefperiod.SuchmattersprimarilyrelatedtotheBank's conversionfromaNorwegianbranchofaSwedishcompanytoaNorwegianbank(ASA),andin particular: • SkandiabankenASA'sandthesubsidiarySkandiabankenBoligkredittAS'capitalsituationfollowing theconversion • TheGroup'sfundingstructure,includingthelegalagreementbetweenSkandiabankenASAand SkandiabankenBoligkredittAS • Contractualmattersrelatingtothede-merger/conversion • ThattheconversionwascarriedoutinaccordancewiththeguidelinesfromtheFinancialSupervisory AuthorityofNorway • Potentialtaxliabilityasaresultofthecross-borderde-merger TheCommitteealsoperformedareviewofselectedBoardminutes. Theabovepointswereaddressedinmeetingswithmanagement,theBank’sauditors/consultantsand selectedemployeesofSkandiabankenASA.TheCommitteereceivedresponsestotheissuesthatwere raised. IntheopinionoftheCommittee,theBank’sworkperformedinconnectionwiththeestablishmentof SkandiabankenASAanditssubsidiarySkandiabankenBoligkredittAS,andthesubsequentfollow-up,has beensatisfactory.Thesameappliestotheothermattersmentionedabove. TheCommitteehasnotreviewedtheBank'sincomestatementandbalancesheetfor2015. Bergen,4January2016 BjarneHaldorsen VidarBroderLund ErikHoffmann-Dahl - ANNUAL REPORT 2015 - 161 Definitions and glossary AiE Alt-i-Ett (“all-in-one”) accounts. AUM Assets under Management. Average Loan Book Board of Directors Calculated as the average balance of the bank’s lending to and receivables from customers for the period based on monthly averages. The Board of Directors of the bank. Board Members The members of the Board of Directors. Bank (or Group) Skandiabanken ASA and its wholly owned subsidiary Skandiabanken Boligkreditt AS Skandiabanken Boligkreditt AS, subsidiary of Skandiabanken ASA Boligkreditt (or Skandiabanken Boligkreditt) CAGR CCO Chief compliance officer of the bank. CEO Chief executive officer of the bank. CET1 Core equity tier 1. CET1 capital CFO CET1 capital as percentage of risk-weighted assets. Chief financial officer of the bank. Control Committee The control committee of the bank. Cost-to-Income Ratio CRD IV Calculated as Operating Expense as a percentage of Operating Income. DIRECTIVE 2013/36/EU. CRO Chief risk officer of the bank. Deposit-to-Loan Ratio Calculated as Average Deposits divided Average Loan Book. Mortgages purchased by Boligkreditt, satisfying eligibility requirements in accordance with Skandiabanken Boligkreditt’s credit policy and Chapter 2, Subsection IV of the Norwegian Financial Institutions Act and regulation of 25 May 2007 issued by the Norwegian Ministry of Finance under the authority conferred on it by the Financial Institutions Act. Funds under management. Eligible Loans FUM Greater Oslo Home loans ICAAP IFRS Interest Bearing Assets Interest Bearing Funding LCR Leverage Ratio 162 Compound annual growth rate. Includes Oslo, Akershus and several municipalities in the counties of Buskerud, Oppland, Vestfold and Østfold. Mortgages and Home equity credit lines Internal Capital Adequacy Assessment Process. International Financial Reporting Standards. The sum of cash and cash equivalents with the central bank, lending to the central bank, lending to credit institutions, lending to and receivables from customers and interest bearing securities. The sum of debt to credit institutions, deposits from customers, debt securities in issue (“external funding”) and subordinated debt. Liquidity Coverage Ratio. The CET1 capital divided by the total exposure amount (reference is made to note 6 of the financial statements). Loan book LTV The bank’s total loans to and receivables from customers. Calculated as net loan losses divided by the bank’s Average Loan Book. Loan-to value. LTV ratio Loan-to value ratio. MIFID Moody’s Directive 2004/39/EC (Markets in Financial Instruments Directive. Moody’s Investor Service. MTN Medium term note. Net Interest Margin NFSR Calculated as net interest income divided by average Interest Bearing Assets. Net stable funding ratio. NIBOR The Norwegian Interbank Offer Rate. NOK Norwegian Kroner Norges Bank The central bank of Norway. Norwegian Banks’ Guarantee Fund The Norwegian guarantee fund for banks (Nw.: Bankenes Sikringsfond) as regulated by the Norwegian Guarantee Schemes Act. The Norwegian Financial Supervisory Authority (Nw.: Finanstilsynet). The extraordinary and non-recurring items related to the reorganisation and listing process of 2015. Customers with both an AiE account and a debit card that have logged in at least once over the last 3 months and has more than NOK 1,000 in deposits or more than Skandiabanken AB’s transfer of the assets, rights and liabilities relating to the Norwegian business to Skandiabanken ASA and Skandiabanken Boligkreditt AS on 5 October 2015. The bank’s risk committee. Loan Loss Ratio Norwegian FSA One-off Items Primary customers Reorganisation Risk Committee Risk-weighted assets (or RWA) Skandia Liv Skandia Group Calculated based on the bank’s assets and off-balance sheet exposures, weighted according to risk. Livförsäkringsbolaget Skandia, ömsesidigt Skandia AB Livförsäkringsbolaget Skandia, ömsesidigt and its consolidated subsidiaries. Försäkringsaktiebolaget Skandia (publ). Skandiabanken AB Skandiabanken Aktiebolag (publ). Skandiabanken Skandiabanken ASA SSB Norway’s central institution for producing official statistics. Total capital as a percentage of risk weighted assets. The transitional services agreement entered into on 18 September 2015 between Skandiabanken, Skandia AB and Skandiabanken AB. The Norwegian Central Securities Depository (Nw.: Verdipapirsentralen). An account with VPS for the registration of holdings of securities. Total capital ratio TSA VPS VPS account SKANDIABANKEN ASA PARENT COMPANY - ANNUAL REPORT 2015 - 163 Skandiabanken ASA Postboks 7077 5020 Bergen skandiabanken.no