ČESKÁ SPOŘITELNA
Transcription
ČESKÁ SPOŘITELNA
ČESKÁ SPOŘITELNA Jsme Vám blíž. ANNUAL REPORT 2005 Consolidated Financial Highlights under International Financial Reporting Standards (IFRS)* BALANCE SHEET HIGHLIGHTS (CZK mil.) 2005 2004 2003 Total assets 654,064 581,780 Loans and advances to financial institutions Loans and advances to customers 97,846 283,420 77,112 239,289 Securities 192,210 34,898 481,556 43,322 Amounts owed to financial institutions Amounts owed to customers Shareholders’ equity 2002 2001 555,417 519,691 491,605 82,121 214,903 128,737 188,578 120,104 186,655 191,627 180,738 143,309 135,053 32,905 29,641 31,858 31,142 444,771 39,299 428,572 34,408 402,728 29,831 390,752 24,455 PROFIT AND LOSS ACCOUNT HIGHLIGHTS (CZK mil.) 2005 2004 2003 2002 2001 Net interest income 18,719 17,416 15,874 15,933 15,156 Net fee and commission income Operating income 8,384 28,834 8,238 27,217 7,915 25,268 6,848 23,574 6,198 22,187 –16,395 –15,883 –15,073 –14,151 –15,224 12,439 9,134 11,334 8,137 10,195 7,615 9,423 5,805 6,963 1,798 2005 2004 2003 2002 2001 ROE 22.3 % 21.8 % 23.7 % 21.4 % 7.6 % ROA Cost/income 1.5 % 56.9 % 1.4 % 58.4 % 1.4 % 59.7 % 1.1 % 60.0 % 0.4 % 68.6 % Non-interest income/operating income 35.1 % 36.0 % 37.2 % 32.4 % 31.7 % 3.0 % 3.0 % 2.9 % 3.0 % 3.1 % 58.9 % 12.4 % 53.8 % 13.3 % 50.1 % 14.6 % 46.8 % 16.5 % 47.8 % 16.5 % Operating expenses Operating profit Net profit net of minority interests BASIC RATIOS Net interest margin Customer loans/customer deposits Capital adequacy (BIS) KEY OPERATING INDICATORS Number Staff (average headcount) Česká spořitelna’s branches Clients Sporogiro accounts of which: product packages Active bank cards of which: credit cards Servis 24 electronic banking users ATMs 2005 2004 2003 2002 2001 11,406 11,805 12,786 13,061 14,539 646 5 326,378 647 5,353,923 666 5,519,627 673 5,393,492 684 4,754,847 2,725,133 2 761,062 2,757,929 2,755,113 2,727,306 1 089,748 685,053 371,341 9,277 0 2 941,843 2,758,486 2,576,552 2,363,651 2,210,867 340,510 204,564 101,155 28,051 5,387 993,892 1,076 828,826 1,071 677,926 1,067 373,889 1,011 83,268 954 RATING Rating agency Long-term rating Short-term rating Outlook Fitch A– F2 stable Moody‘s A2 Prime-1 stable Standard & Poor‘s A– A2 positive *Effective from 1 January 2005, Česká spořitelna has made certain accounting changes arising from the adoption of IAS 39 Revised. The Bank has retroactively restated the relevant consolidated profit and loss account amounts for the year ended 31 December 2004. Figures for 2001 to 2003 were not restated. Content Key Figures 2 Company Profile 3 The Year 2005 Review 5 Opening Statement from the Chairman of the Board of Directors and Chief Executive Officer 7 Board of Directors as of 31 December 2005 11 Česká spořitelna’s Supervisory Board as of 31 December, 2005 15 The Macroeconomic Framework for Česká spořitelna’s Business 17 Report on Performance and Business Activities 46 Strategic Plans for the Year 2006 48 Risk Management in 2005 54 Other Information for Shareholders 63 Česká spořitelna’s Declaration 70 Organisational Chart of ČS as of 31 December 2005 72 Report of the Supervisory Board 73 74 75 Financial Section I Independent Auditors’ Report to the Shareholders of Česká spořitelna, a. s. Consolidated Financial Statements as of 31 December 2004 and 2005 147 148 149 Financial Section II Independent Auditor’s Report to the Shareholders of Česká spořitelna, a. s. Unconsolidated Financial Statements as of 31 December 2004 and 2005 217 Report on Relations between Related Parties 231 Česká spořitelna’s Financial Group 240 Auditor’s Report 242 Česká spořitelna Selected Consolidated Financial Information for the Three Months Ended 31 March 2006 243 Conclusions of the Annual General Meeting of Shareholders Held on 26 April 2006 244 Index 1 Company Profile The year 2005 marked two important anniversaries for Česká spořitelna: 180 years since its establishment in the Bohemian region and five years since becoming part of the largest banking group in Central Europe, the Erste Group. We can easily say that those five years with Erste Bank have been pivotal for Česká spořitelna. During that period Česká spořitelna has become a modern European bank competitive in a challenging international environment which seeks continual improvements in services rendered to its clients and takes advantage of the support from its strong financial group. Česká spořitelna’s success achieved in 2005 is largely attributable to the great efforts of the Bank’s employees. Thanks to clients being aware of these endeavours, Česká spořitelna defended its ranking as Most Trustworthy Bank in the MasterCard contest; the Bank’s management was recognised as well – Jack Stack, Česká spořitelna’s CEO, was elected Banker of the Year. In addition, Česká spořitelna won, for the third time, the Bank of the Year international award in The Banker Awards 2005 competition. Customer satisfaction is paramount to the banking business, including Česká spořitelna. Hence, it is appropriate that Česká spořitelna was the first bank in the Czech Republic to adopt the Code of Banking Practices which clearly sets out the rights and duties of financial institutions, as well as their clients. Česká spořitelna continues to be the leader on the domestic mortgage market. Having jump-started this market several years ago, the Bank has become the financial institution providing the largest volume of mortgage loans and serving the largest number of clients, whom it assists in financing real estate purchases. Last year, the Bank granted mortgages totalling CZK 45.5 billion. Newly provided private mortgages grew year-on-year by 22 percent, and “American mortgages” exceeded five thousand. In 2005, Česká spořitelna concluded loans with small and medium-sized enterprises worth CZK 16.7 billion, which is an increase of 25 percent over the previous period. Small and medium-sized companies are one of the key segments for Česká spořitelna and thus the Bank keeps expanding its product and service offering and improving its customer services in this 2 respect. Last September, Česká spořitelna offered companies, for example, the Internet banking “Business 24” service; in addition, the Bank adopted a number of measures to substantially speed up the loan approval process, subsequently accelerating and simplifying its administrative processes. In the prior year, Česká spořitelna was the first bank in the Czech Republic to start developing a network of special ATMs for blind citizens; it is the only bank to provide clients with such services to date. At the end of 2005, 35 ATMs of this kind were in operation across the Czech Republic. In 2005, Česká spořitelna acted as a local listing agent on the dual issue of shares and convertible bonds of Orco Property Group, as well as on the dual issue of shares from Central European Media Enterprises Ltd. Česká spořitelna has become the most active listing agent on the Prague Stock Exchange. At present, Česká spořitelna not only serves over five million clients, but also desires to be a reliable partner for the more than ten million citizens of the Czech Republic. Hence, the Bank is largely engaged in helping those who need it, and every year organises charitable initiatives worth tens of millions of Czech crowns. In 2005, for the first time, the Bank’s clients had the chance to get actively involved in Česká spořitelna’s charitable activities by donating their points from the loyalty Bonus programme to charitable projects. News was also reported from within the Erste Group family which continued its expansion on the European market: in August, the Serbian Novosadska banka became part of the group; at the year-end, contracts for the acquisition of BCR, the largest Romanian bank were concluded. Nonetheless, Česká spořitelna continues to be one of the cornerstones of the whole Erste Bank Group. Company Profile The Year 2005 Review Opening Statement from the Chairman of the Board of Directors and Chief Executive Officer The Year 2005 Review January • Česká spořitelna offers a new special programme called Senior. It includes a set of products and services under advantageous conditions intended for seniors. • Both retail and corporate clients can use the English version of Česká spořitelna’s internet banking. • Česká spořitelna extended its offering of advantageous packages for retail clients – it introduced the Xtra account intended for 10 to 15 year-old children and the Exclusive account which is suitable for high net-worth clients. • Česká spořitelna was voted by the expert jury on the penize.cz server as the internet bank of 2005. February June • The 180th anniversary of the adoption of Spořitelna Česká’s statutes (12 February 1825). • The Financial Group of Česká spořitelna manages over CZK 100 billion, making it the second largest manager of assets in the Czech market. Investiční společnost České spořitelny manages CZK 64 billion and Česká spořitelna manages assets worth CZK 38 billion through its asset management and private banking. • Česká spořitelna acted as a local listing agent for the dual issuance of Orco Property Group’s shares and convertible bonds. • Česká spořitelna acted as a local listing agent for the dual issue of Central European Media Enterprises Ltd.’s shares. Česká spořitelna became the most active listing agent of shares on the Prague Stock Exchange. • Česká spořitelna was awarded the first prize in the Zlatá koruna (The Golden Crown) competition with four of its products receiving the highest prize, The Golden Crown, namely: Výhodný program, Profit program, Servis 24 and Loan for Studies under the Student+ programme). Another four programmes also won prizes. March July • Česká spořitelna installed the first ATM for the blind and weak-sighted which is located in Česká spořitelna’s branch at Jugoslávská street 19, Prague 2. With assistance from NCR and the United Organisation of the Blind and Weaksighted (SONS), another 34 ATMs for the blind and weaksighted were brought into operation by the end of 2005. • Česká spořitelna’s personal packages designed for the complex management of finances were used by more than 750,000 clients as of March. • The aggregate amount of retail loans exceeded CZK 100 billion. • The number of direct banking clients exceeded 1 million. • The Bonus Programme has been in place for two years. Česká spořitelna’s clients, namely credit/debit card owners, can collect points when they pay with cards which can be subsequently exchanged for rewards. Since the beginning of the programme, the clients have picked up over 100,000 rewards. • Fast Intragroup Transfer (FIT) provides for a quicker and cheaper payment system between all clients within the Erste Bank Group (i.e. Erste Bank in Austria, Česká spořitelna, Slovenská sporiteľňa, Erste Bank Hungary and Erste Bank Croatia.) April • Česká spořitelna’s ATMs became multifunctional centres. It is possible to place payment orders and make insurance premium payments to Kooperativa at all Česká spořitelna’s ATMs. Česká spořitelna was the first on the market to introduce this service. May • With a view to strengthening its capital base in connection with a robust growth in lending transactions, Česká spořitelna issued ten-year subordinated bonds in the aggregate amount of CZK 3 billion. August • Standard & Poor‘s increased the rating of Česká spořitelna’s long-term bonds from BBB+ to A- and the outlook from stable to positive. • Česká spořitelna introduced three innovations in credit cards. University students can obtain a credit card under the Student+ Programme, a credit card can be acquired when a mortgage is taken and clients can apply for a credit card through a free telephone line 800-207-207. 3 September • The Česká spořitelna Financial Group launched the ‘2005–2006 Effectiveness Programme’ targeted at reducing general administrative expenses by CZK 750 million in 2005–2006. This relates to staff costs and operating expenses. • Servis 24 was profoundly enhanced through the introduction of a variety of new functions and the extension of safety features, such as the introduction of SMS authorisation codes, a graphic keyboard and a change in transaction limits. The new functions consist of a cross-border payment system within the EU, notices regarding foreign payments, an option to display a retirement benefit scheme, new support functions and integration of GSM banking into Servis 24 GSM Banking. • For the third consecutive year, Česká spořitelna was awarded a distinguished international award “Bank of the Year“ within The Banker Awards 2005, the most prestigious event in the banking world. The prize is awarded annually by The Banker, a renowned financial monthly, based on an international jury’s evaluation. October • With effect from 15 October, Česká spořitelna has assumed responsibility for all transactions effected through a lost or a stolen card from the moment the card is blocked by the client. • Česká spořitelna’s and the Mamma Endowment Fund’s campaign called “Even a small payment can be valuable” won among more than 70 competitors from the whole of Europe and was awarded the Grand Prix 2005 prize by the European Financial Management Association (EFMA). The prize confirmed the success of the initiative thanks to which more than CZK 3.5 million was gathered which enabled the purchase of a mammography machine which is of vital importance to the effective prevention and diagnosis of breast cancer. 4 • Peter Cecelsky, a member of the Board of Directors of Česká spořitelna, accepted an offer from Linzer Sparkasse to become a member of its Board of Directors. Hence, the number of members of Česká spořitelna’s Board of Directors was reduced from eight to seven. November • Česká spořitelna offered a new service involving direct banking called Business 24 for corporate clients. Business 24 facilitates the administration of current accounts denominated in Czech crowns and foreign currencies and the making of cash-free transactions through a computer with access to the Internet. • In the fourth year of the MasterCard Bank of the Year competition, the general public voted for Česká spořitelna as the most trustworthy bank of the year. Jack Stack, CEO of Česká spořitelna was awarded the title ‘Banker of the Year’ based on the polling of the CEOs of all of the banks active in the Czech Republic. December • Česká spořitelna adopted a Code of Banking Services in which it voluntarily set out its own banking service standards for its retail clients. In parallel, Česká spořitelna endorses compliance with all of the points in the Code of Behaviour between Banks and Clients issued by the Czech Banking Association. In its own Code, Česká spořitelna commits to providing even more advantageous service parameters to its clients than the Czech Banking Association requires. • The number of clients using Česká spořitelna’s personal packages designed for the complex management of finances exceeded 1 million. • Readers of Měšec.cz, a financial news server, voted Česká spořitelna the most popular financial institution in the third year of the Zlatý měšec 2005 opinion poll. The Year 2005 Review Opening Statement from the Chairman of the Board of Directors and Chief Executive Officer Board of Directors as of 31 December 2005 Opening Statement from the Chairman of the Board of Directors and CEO Dear Shareholders, Clients, and Colleagues, On behalf of the Supervisory Board, the Board of Directors and the 11,000 employees of the Česká spořitelna Group, I am very pleased to report record results for the full year 2005. Since Česká spořitelna experienced a loss in 1999 and since its privatization in 2000 by the Czech government to the Erste Group, we have been able to report steady improvement in our financial performance each year. This financial performance improvement is the end product of the work of every member of the Česká spořitelna team. Without their increasing professionalism, we would not be able to report record results. Every day our 11,000 employees are working to meet our client needs and to provide the best service in the Czech Republic. The financial results are only a small part of the story at Česká spořitelna. Much happened in 2005 in terms of service quality, products and services, marketing and contributing to the communities where we do business. In 2005 we introduced several new services to our clients. A few of these include: the first ATM for the sight impaired in the Czech Republic, an English version of Internet Banking services for both retail and corporate clients, children’s corners in 215 branches where our younger clients can play or draw while their parents meet with their banker, and the introduction of a calculator on the Česká spořitelna website for calculating the monthly repayment of consumer loans. 2005 was not without controversy. Česká spořitelna was accused of being a member of a cartel along with two of our competitors. The charge was dismissed as having no merit after Česká spořitelna and the other accused banks fully cooperated with the government investigative unit. John James Stack – Chairman and CEO One result was the canceling of nine fees, including the fee for closing an account. These fees were so called “nuisance fees” and were not reflective of Česká spořitelna being a modern financial service provider. Another result was the development of a Code of Banking Services for retail clients, which went into effect on 1 January 2006. In this Code, we have voluntarily declared our own standards of banking services to our retail clients. Our goals are to enable our clients to know in advance what type of service they should receive at Česká spořitelna, to help them to better understand basic banking services, and to allow them to use our products and services in a completely transparent and safe manner. The Code is a living document, and we expect to reissue it periodically as we receive feedback from our clients as well as our employees. Another controversy involved accusations by the Minister of Finance and several consumer groups that banking services in the Czech Republic were overpriced and consumer unfriendly. Česká spořitelna embraced this increase in consumer awareness and used it to initiate an examination of its practices and policies. 5 Highlights of the business results include: • Record loan growth leading to very favorable increases in revenue; • Implementation of the 2005–2006 Efficiency Program with the objective of decreasing the number of employees by 10 percent and achieving annual savings of CZK 750 million; • ESPA Guaranteed Funds proving very attractive to our clients. The underlying asset is the new Central European equity index – NTX; • Česká spořitelna is the leading bank in introducing new securities on the Prague Stock Exchange. As a listing agent the Bank has brought to the Prague Stock Exchange the first dual listing, the first foreign share, the first combined issue of shares and exchangeable bonds, and a large media company issue. The highlights are numerous and are the direct result of our distribution network, our complete offering of products and services, and the growing professionalism of our staff. Combining these three characteristics along with a commitment to providing excellent customer service gives Česká spořitelna a clear competitive advantage in the marketplace. Our customers (consumers, micro businesses, small and medium sized enterprises, large corporations, government entities and non-profits) recognize these characteristics and are conducting more and more of their financial service activities with Česká spořitelna. It is not enough to have business results. We at Česká spořitelna are committed to contributing to the communities where we do business as well as conducting all of our business in a highly ethical and transparent manner. Corporate Social Responsibility is an effort taken very seriously at Česká spořitelna, whether it entails supporting non-profits in the Czech Republic or issuing a Code of Banking Services or being transparent in all our dealings. 6 2005 was a very good year in meeting our client needs and in business results. As a result, Česká spořitelna was recognized with several prestigious awards, including Most Trustworthy Bank of the Year in the MasterCard competition, “The Bank of the Year” in The Banker Awards 2005, et al. We are very proud of these awards, but we are even prouder of the trust that our clients place in us by allowing us to provide them with financial services. In summary, we continue to build a financial services provider that is helping our clients meet their financial needs and is producing above average returns for our shareholders. Thank you for your continued support. Jack Stack Chairman and CEO April, 2006 Opening Statement from the Chairman of the Board of Directors and Chief Executive Officer Board of Directors as of 31 December 2005 Česká spořitelna’s Supervisory Board as of 31 December, 2005 Board of Directors as of 31 December 2005 PAVEL KYSILKA Member of the Board of Directors and Deputy CEO DUŠAN BARAN Vice Chairman of the Board of Directors and First Deputy CEO HEINZ KNOTZER Member of the Board of Directors and Deputy CEO DANIEL HELER Member of the Board of Directors and Deputy CEO PETR HLAVÁČEK Member of the Board of Directors and Deputy CEO MARTIN ŠKOPEK Member of the Board of Directors and Deputy CEO 7 John James Stack Born on 4 August 1946 Chairman of the Board of Directors and CEO Mr. Stack is an American citizen. He studied at Iona College majoring in mathematics and economics (BA, 1968) and the Harvard Graduate School of Business Administration specialising in finance and management (MBA, 1970). From 1970 until 1976, Mr. Stack worked in municipal government in New York. From 1977 until 1999 he served at Chemical Bank, which merged into Chase Manhattan Bank, in a variety of increasingly important positions. Before joining Česká spořitelna he was an Executive Vice President at Chase Manhattan Bank. On 1 March 2000, Mr. Stack became Deputy Chairman of the Board of Directors of Česká spořitelna. On 4 July 2000, he was elected Chairman of the Board of Directors and CEO of Česká spořitelna and re-elected to the function in 2004. Since 2005 Mr. Stack has been a member of the Czech Banking Association. Dušan Baran Born on 6 April 1965 Vice Chairman of the Board of Directors and First Deputy CEO Mr. Baran is a graduate of the Mathematics and Physics Faculty of Charles University in Prague; an International Executive MBA program at Katz Graduate School of Business, the University of Pittsburgh together with the CMC Graduate School of Business in Čelákovice and a banking course at the Graduate School of Banking, University of Colorado, Colorado, US. During 1991–1993 he worked for Agrobanka, a. s. in the treasury function. He joined Česká spořitelna in November 1993, where he held various managerial positions in the Treasury and Risk Management divisions. He was appointed a member of the Board of Directors and Deputy CEO of Česká spořitelna in May 1998 and was promoted to Chairman of the Board of Directors and CEO in March 1999. On 4 July 2000 he was elected Vice Chairman of the Board of Directors of Česká spořitelna and appointed the First Deputy CEO. He is also the Chief Financial Officer of Česká spořitelna. Mr. Baran is the Vice Chairman of the Steering Committee of the Czech 8 Institute of Directors. He is the Treasurer of the Board of Directors of the European Savings Banks Group (ESBG) in Brussels and a full member of the WSBI-ESBG Coordination Committee in Brussels. Peter Cecelsky Born on 28 June 1948 Member of the Board of Directors and Deputy CEO Mr. Cecelsky graduated from the Technical University in Vienna with a specialization in Economic and Industrial Engineering. During his career, Mr. Cecelsky held various positions in international IT companies. He started his career with Philips as a senior analyst and programmer. In 1978, he began to work at BAWAG as a project manager for personnel administration. With experience gained as the CIO at Austrowaren and Casino’s Austria, he left to work for Digital, where he, among others, worked in the London office as the European presales support manager for retail banking in Europe. From 1993, he held the position of senior manager and ‘proxy’ in the banking division of KPMG developing the Professional Services segment. In the period 1996–2000, he worked at Tandem and Compaq Company where he assumed responsibility for Consulting services, Professional Services for Central and Eastern Europe and the development of eBusiness solutions for a region of 14 countries. Since 2001, Mr. Cecelsky has been working in the Erste Bank Group. He was initially tasked with purchasing part of the business of a Software house in Slovakia and subsequently was responsible for developing the company. Since 2002, he has been CEO of SporDat. Mr. Cecelsky has been a member of the Board of Directors of Česká spořitelna since 23 July 2003, responsible for the IT Division. Mr. Peter Cecelsky resigned from his function in Česká spořitelna as of 1 December 2005. Opening Statement from the Chairman of the Board of Directors and Chief Executive Officer Board of Directors as of 31 December 2005 Česká spořitelna’s Supervisory Board as of 31 December, 2005 Daniel Heler Born on 12 December 1960 Member of the Board of Directors and Deputy CEO Mr. Heler is a graduate of the Prague University of Economics, Faculty of International Trade. He held internships with J. P. Morgan, Goldman Sachs, S. Montagu, UBS, N. M. Rothschild, Shearson and Bayerische Hypobank. He has also attended a number of courses focused on global banking, profitability in banking, retail banking strategy, treasury and risk management. He has worked in the banking sector since 1983. First he held various positions in the Department of Foreign Exchange and Money Markets and then, in 1990, he became the Director of the Financial Markets Division of Československá obchodní banka Praha. In 1992 he was appointed as Treasurer and member of the Board of Directors of Crédit Lyonnais Bank Praha. In 1998, he was appointed as a member of the Board of Directors of Erste Bank Sparkassen (CR) and assumed responsibility for Financial Markets. In 1999, he became the Vice Chairman of the Board of Directors of Erste Bank Sparkassen (CR) and since 1 July 2000 he has been the member of the Board of Directors of Česká spořitelna responsible for asset management, investment banking, treasury trading and sales, balance sheet management and financial institutions and corresponding banking. Mr. Heler is additionally a member of the bodies of the following companies: Nadace České spořitelny, Erste Corporate Finance, a. s., the Stock Exchange Chamber and the Deposit Insurance Fund. Petr Hlaváček Born on 19 November 1955 Member of the Board of Directors and Deputy CEO Mr. Petr Hlaváček graduated from the Prague University of Economics and the University of Toronto. He has been active in the banking sector since 1984. After nine years of work for the Canadian Imperial Bank of Commerce, he joined the Czech National Bank as an advisor to a member of the Banking Board in 1993. In 1994 he joined Česká spořitelna where he held the post of Director of the Capital Investment Division. In June 1999 he was appointed as the member of the Board of Directors of Česká spořitelna responsible for the preparation of privatisa- tion and investment banking. In 2000 he joined the Senior Management Team and became Director of the Transformation Program ‘Naše spořitelna’. In his capacity as a Board member, he is responsible for project management and the IT area. Mr. Hlaváček is additionally a member of the bodies of the following companies: Servis 1 – ČS, a. s., Consulting České spořitelny, a. s. and Informatika České spořitelny, a. s. Heinz Knotzer Born on 8 April 1960 Member of the Board of Directors and Deputy CEO Mr. Heinz Knotzer is a graduate of the University of Vienna where, in 1987, he obtained the title of JUDr. (Doctor of Jurisprudence). He started his career in banking in 1988 after practicing as legal assistant at courts of both levels in Austria. He worked in the legal division of Oesterreichische Investitionkredit AG (Investkredit) and later joined Girozentrale und Bank der Oesterreichischen Sparkassen AG (which, after a merger in 1997, became a part of Erste Bank), where he worked in the Investment Banking Division. Beginning 1996 he was seconded to Creditanstalt, a. s., Prague, after successfully completing special professional training at Creditanstalt AG, Vienna, and assumed at first the position Manager of the Division for Corporate Customers at the bank’s main office in Prague and later, he became the Assistant General Director for the Division for Corporate Customers. In 1998, within the framework of the merged Bank Austria Creditanstalt Czech Republic, a. s., he became the director of the Division for Corporate Customers II responsible for corporate banking at nine branches, the International Business Division and the Loans Division. In June 1999 he joined Erste Bank Sparkassen (CR), a. s. and was appointed as a Member of the Board of Directors and Executive Director. After the successful privatization and acquisition of Česká spořitelna by Erste Bank der oesterreichischen Sparkassen AG and the consecutive transfer of their Czech operation into Česká spořitelna in 2000 he was named Director of the Commercial Centers Section of Česká spořitelna. Since July 2003 he is a member of the bank’s Senior Management Team. In August 2004 he was appointed a member of the Board of Directors and a Deputy CEO of Česká spořitelna. He is responsible for corporate and commercial banking, mortgages and real estate finance and the municipalities section. 9 He is Member of the Supervisory Board of sAutoleasing, a. s., Leasing České spořitelny, a. s., Factoring České spořitelny, a. s., Consulting České spořitelny, a. s. and Erste Corporate Finance, a. s. Pavel Kysilka Born 5 September 1958 Member of the Board of Directors and Deputy CEO Mr. Kysilka is a graduate of Faculty of Economics of the University of Economics in Prague; in 1986 he passed internal postgraduate research there. In 1986–1990 he worked at the Institute of Economics of the Czechoslovak Academy of Sciences. In 1990–1991 Mr. Kysilka worked in the Ministry for Economic Policy as the Chief economic advisor to the Minister for economic policy. In the 1990s he held various positions up to the post of Executive Governor in the Czech National Bank, where he also managed the splitting of the Czechoslovak currency in 1993. At the same time in 1994–1997 he acted as an expert of the International Monetary Fund and he participated in implementation of national currencies in several Eastern European countries. In the 90’s he was President of Česká ekonomická společnost. Before joining Česká spořitelna, Mr. Kysilka worked in Erste Bank Sparkassen (CR) in Prague as Executive Director responsible for IT, Organization, Human Resources, and Services. He started to work for Česká spořitelna in 2000 as Chief Economist and Member of the Senior Management Team. On October 5, 2004, the Supervisory Board of Česká spořitelna appointed him a Member of the Board of Directors. Mr. Kysilka is responsible for payment systems, financial market analyses, security, and the EU Office. Among others he is member of the Scientific Board and the Managing Board of the University of Economics in Prague. 10 Martin Škopek Born on 24 April 1967 Member of the Board of Directors and Deputy CEO A graduate of the Prague University of Economics, during 1993–1995 Mr. Škopek studied at The Jack T. Conn Graduate School of Community Banking, Oklahoma City University. From 1990–1999 he worked in various positions at Komerční banka. In October 1999 he became a member of the Board of Directors and a Deputy CEO of Česká spořitelna. He is responsible for retail banking. He is member of the Supervisory Board of Stavební spořitelna České spořitelny, a. s. and Investiční společnost České spořitelny, a. s. He is also a member of the Regional Board of Directors of VISA Europe and a member of the Academic Board of Vysoká škola finanční a správní. Board of Directors as of 31 December 2005 Česká spořitelna’s Supervisory Board as of 31 December, 2005 The Macroeconomic Framework for Česká spořitelna’s Business Česká spořitelna’s Supervisory Board as of 31 December 2005 Andreas Treichl Born on 16 June 1952 Chairman of the Supervisory Board Mr. Andreas Treichl studied economic sciences at Vienna University in 1971–1975. After completing a training program in New York, he began his career at Chase Manhattan Bank in 1977, which sent him to Brussels (1979 –1981) and Athens (1981–1983). In 1983 he began to work at Die Erste for the first time. In 1986 he accepted a General Manager position with Chase Manhattan Bank Vienna, which was purchased by Credit Lyonnais in 1993. In 1994 Mr. Treichl was appointed to the Management Board of Die Erste. In July 1997, he was appointed as CEO. In addition to being Chairman and CEO of Erste Bank der oesterreichischen Sparkassen, Andreas Treichl is responsible, among other areas, for Group Communications, Corporate Strategic Development, Group Marketing, Company Secretary, Internal Audit, Legal Services, Investors Relations and Česká spořitelna. He became a member of the Supervisory Board of Česká spořitelna at the Extraordinary General Meeting in June 2000; subsequently he was elected its Chairman. The General Meeting in May 2003 re-elected Mr. Treichl to this function. Mr. Treichl is additionally a member of the bodies of the following companies: Erste Bank der oesterreichischen Sparkassen AG, Bausparkasse der oesterreichischen Sparkassen Aktiengesellschaft, Donau Allgemeine Versicherungs-AG, Erste Bank Hungary Rt, Kaertner Sparkasse AG, Slovenská sporiteľňa, a. s., Sparkassen Versicherung AG, Sparkassebeteiligungs und Service AG fuer Oberoesterreich und Salzburg, Staiermaerkische Bank und Sparkassen AG, Tiroler Sparkasse Bankaktiengesellschaft Innsbruck, MAK – Oesterreischisches Museum fuer Angewandte Kunst, Die Erste oesterreischische Spar-Casse Privatstiftung, Oesterrichischen Sparakssenverband, Felima Privatstiftung, Ferdima Privatstiftung. Reinhard Ortner Born on 6 January 1949 Vice Chairman of the Supervisory Board Mr. Reinhard Ortner completed studies of social and economic sciences at Vienna University in 1971, where he specialised in monetary theory and policy. In 1971, he joined Erste oesterreichische Spar-Casse, where he has held various positions in the accounting and controlling functions since 1973. In 1977–1984, he was Director of the Accounting, Administration and Finance function. He has been a member of the Board of Directors of Erste Bank der oesterreichischen Sparkassen AG since 1984. Mr. Ortner is responsible for Group Accounting, Planning and Controlling, International Business, Management of Subsidiaries, Investments, Slovenská sporiteľna, a. s., Erste Bank Hungary and Erste Bank Croatia. He was elected as a member of the Supervisory Board of Česká spořitelna at the Extraordinary General Meeting that was held on 27 June 2000; the General Meeting in 2003 re-elected Mr. Ortner to the function of a Member of the Supervisory Board. Mr. Ortner is additionally a member of the bodies of the following companies: Erste Bank der oesterreichischen Sparkasen AG, Erste Bank Hungary, Erste Steiermaerkische Banka d. d. Rijeka, Slovenská sporiteľna, a. s., Oesterreischische Kontrollbank AG, VBV Pensionkasse AG, Oesterreichische Lotterien Gesellschaft m. b. H, Erste Bank a. s. Novi Sad. Christian Coreth, Born on 31 March 1946 Member of the Supervisory Board Mr. Coreth graduated from the University of Vienna in 1972 with a Law Degree. In the period from 1972 to 1982, he worked for Creditanstalt-Bankverein, Vienna. From the Deputy Head of the International Loan Department, where he started in 1982, he moved to New York to European American Bank (EAB) as Senior Vice President. In 1985, Mr. Coreth returned to Creditanstalt in Vienna to work as the Head of the Financial Institutions department. From 1987, he worked in the International Division where he managed the Corporate and Financial Institutions Department. From 1988 to 1998, he worked as Deputy Head of the International Division where he was primarily responsible for business activities in Asia and Latin America. Since 1998, Mr. Coreth has worked as Head of the International Division of Erste Bank der oesterreichischen Sparkassen AG in Vienna. In July 2004 he was appointed to the Managing 11 Board of Erste Bank der oesterreichischen Sparkassen AG with responsibility for Group Risk Management. He was elected a member of Česká spořitelna’s Supervisory Board on 22 May 2002. Mr. Coreth is additionally a member of the bodies of the following companies: Slovenská sporiteľna, a. s., Erste Reinsurance S.A. and Oesterreichische Kontrollbank AG. Zlata Gröningerová Born on 4 July 1957 Member of the Supervisory Board Mrs. Gröningerová graduated from the Production-Economics Faculty of the School of Economics in 1982 where she specialised in the economics of industry. From 1982, she worked at the School of Economics as an assistant professor. In the period from 1985 to 1990, she worked as an associate professor in the Finance and Lending Department, specialising in financial management of enterprises. In the period from 1990 to 1991, she was employed with Investiční banka, a. s. as a banking specialist with a focus on privatisation projects and marketing. Until 1993, she held the position of ‘proxy’ for Suezinvestiční, a. s. She returned to the banking environment in 1994 when she joined Investiční a poštovní banka, a. s. as a banking specialist focused on financial transactions. In 1996 she joined Konsolidační banka Praha, s. p. ú. (‘KOB’) as a director of the Equity Investment Funding Department. Later she moved to the position of Senior Director of the Commercial and Commercial Specialists Departments and she sat on the Banking Board from 1998. In 2001–2004 she was CEO and Member of the Managing Board of Konsolidační agentura. Since 2005 she has been General Director of Technometra Radotín, a. s. Mrs. Gröningerová was elected to the function of a Supervisory Board member as of 15th May 2003. Mrs. Gröningerová is additionally a member of the bodies of the following companies: Technometra Radotín, a. s. Maximilian Hardegg Born on 26 February 1966 Member of the Supervisory Board Mr. Hardegg graduated from Agricultural Sciences in Weihenstephan, Germany. In the period 1991–1993, he worked at AWT Trade and Finance Corp, which is part of the Creditanstalt Group. At AWT he was responsible for the import of food products and the introduction of EU standards into the Czech Republic, Poland, Hungary and Ukraine. He also worked as an advisor to the Czech Ministry of Agriculture in respect of the privatisation of agriculture. Since 1993, he has been engaged in agriculture management. He has participated in the Phare, Sapard and Leader+titles projects, which are designed to support cooperation among agricultural systems within the EU. He is also a member of lobbyist groups in Austria and the EU, which are focused on supporting sustainable development in land use and agriculture. He was elected a member of Česká spořitelna’s Supervisory Board on 22 May 2002 and re-elected in April 2005. Mr. Hardegg is member of the Supervisory Board of DIE ERSTE oesterreichische Spar-Casse Privatstiftung. Monika Houštecká Born on 6 December 1963 Member of the Supervisory Board Mrs. Houštecká graduated from the Economic University, Faculty of Domestic Trade. After completion of her studies, she worked in the area of trade and in 1994 she started to work in Česká spořitelna. First, as a trainee in OP Praha 2, later on as loan specialist. Since 1997 Mrs. Houštecká has been working in the HQ in the area of Financing of Foreign Trade. In 1999 she became a manager of HQ and was asked to lead the team of Bank Guarantees, in 2000 she was entrusted with deputizing of the Director of Trade Finance Department. As of August 2000 Mrs. Houštecká was appointed to the function of the Director of the Trade Finance Department. With effect from 28th November 2003 Mrs. Houštecká has been elected by the ČS employees to the function of a Supervisory Board Member. 12 Board of Directors as of 31 December 2005 Česká spořitelna’s Supervisory Board as of 31 December, 2005 The Macroeconomic Framework for Česká spořitelna’s Business Herbert Juranek Born on 13 November 1966 Member of the Supervisory Board Central Risk Management in ČS. Mrs. Laušmanová is a member of Czech Banking Association, she is Head of the Commission for the Bank Regulation. Mr. Juranek graduated from the Commercial College in Austria – Bruck/Leitha. He began his career in Girozentrale der österreichischen Sparkassen in the area of securities. In Girocredit Bank, A. G. he was responsible for derivate clearing and technical support. During 1996 –1998 in Reuters Ges. m. b. H., he lead all sales and risk management activities of Reuters Austria. Since 1999, he has performed various functions in Erste Bank der oesterreichischen Sparkassen AG – mainly leading operations activities with securities. As the CEO of “ecetra Central European e-Finance” and “ecetra Internet Services AG” he took overall responsibility for the online broker and internet bank of Erste Bank Group. In the meantime, Mr. Juranek as the Group IT General Manager is in charge of all IT, project management and bank-organization related activities within Erste Bank Group with a direct reporting hierarchy in Austria and a matrix structure on a Group level. As of 12 August 2005, she was elected by the ČS employees as a Member of the Supervisory Board of Česká spořitelna, a. s. Mr. Juranek was elected by the Supervisory Board to the function of a Supervisory Board Member as of 5th October 2004. Additionally he is a member of the bodies of the following companies: Slovenská sporiteľna, a. s. Spardat Ges. m. b. H., IT Austria Ges. m. b. H., ecetra Central European e-Finance, ecetra Internet Services AG and, Erste Steimerkische Banka Rijeka, a. d., Dezentrale IT – Infrastruktur Services GmbH, SporDat, spol. s r. o. Monika Laušmanová Born on 30 October 1962 Member of the Supervisory Board Mrs. Laušmanová graduated from the Faculty of Mathematics and Physics. Her carrier started at the Faculty of Mathematics where she worked as an assistant in the area of finance and insurance mathematics. In 1997 she worked as a risk manager and analyst in Expandia Finance. In 1998 she joined Erste Bank (CR) in the position of Head of Risk Management. Since the merger of Česká spořitelna and Erste Bank Mrs. Laušmanová has been responsible for Marek Pospěch Born on 1 October 1967 Member of the Supervisory Board Following graduation from a secondary professional school of construction in Valašské Meziříčí, Mr. Pospěch worked with Tesla Rožnov in the control and quality assurance department for six years. In 1992, he joined Česká spořitelna’s branch office in Ostrava where he worked in the operations security department. From 1995, he worked in the general administration department and is currently a head office manager of the property management department. With effect from 1994, he has sat on the Organisation-wide Committee of the CS Labour Union. With effect from 1 April 2002, he has been elected by the employees of Česká spořitelna as a member of the Supervisory Board, and re-elected in July 2005. Libuše Růžičková Born on 18 February 1949 Member of the Supervisory Board Following graduation from a secondary school of economics in Prague, Mrs. Růžičková joined the Artia Praha Foreign Trade Organisation where she worked in a foreign language-publishing house for six years. In 1975, she joined Česká spořitelna as a financial accountant at the Prague 3 regional branch. Since 1978, she has held managerial positions within the accounting and general ledger functions in the Prague 3 regional branch, the Prague municipal branch and Česká spořitelna’s Head Office. At present she is Deputy Director of the Taxes and Accounting Section. With effect from 11 May 2002, she was elected by the employees of Česká spořitelna as a member of the Supervisory Board and her term of office finnished as of 11 August 2005. 13 Bernhard Spalt Born on 25 June 1968 Member of the Supervisory Board Mr. Spalt graduated from the Law Faculty of Vienna University where he specialised in European law. During his studies in 1991, he joined DIE ERSTE oesterreichische Spar-Casse Bank AG, where he started to work in the Legal Department. From September 1994 to June 1997, he performed various positions in the Work Out Department. In June 1997, he started to work in the Secretariat of the Management Board and in June 1998 he was appointed as Head of this unit. In September 1999, he was seconded to Erste Bank Sparkassen (CR), a. s. where he led the Work Out Department. Following the sale of Erste Bank Sparkassen (CR), a. s. to Česká spořitelna, a. s., Mr. Spalt took over the responsibility of the Work Out Department in Česká spořitelna, a. s. In June 2002, he returned to Erste Bank, Vienna where he presently leads the Strategic Risk Management Division. Mr. Spalt was co-opted to the Supervisory Board of Česká spořitelna, a. s. on 21 August 2002 and subsequently was elected to the function of a Supervisory Board member as of 15 May 2003 by the General Meeting. Mr. Spalt is a member of the bodies of the following companies: Erste Bank Hungary Rt. and Erste Reinsurance S. A. Jitka Šrotýřová Born on 18 November 1948 Member of the Supervisory Board Mrs. Šrotýrová graduated from the secondary school of general education in Prague. In 1967, she joined Tesla Prague as a specialist. From 1970 to 1984 she worked as a supply manager for Tesla Eltos and the Project and Engineering Organisation. She has worked with Česká spořitelna since 1985, largely as a senior professional official of the recreation department where she is in charge of the operation of recreation facilities. Since 1986, she has been a member of the Organisation-wide Committee of the CS Labour Union. She is also chairwoman of the Sports Committee at Česká spořitelna. 14 With effect from 1 April 2002, she has been elected by the employees of Česká spořitelna as a member of the Supervisory Board, in July 2005 she has been re-elected to this position again. Manfred Wimmer Born on 31 January 1956 Member of the Supervisory Board Mr. Wimmer graduated from the Law Faculty of the University of Innsbruck where he was awarded the Doctor of Law degree. From 1978 to 1982, he worked as an academic assistant in private law. From 1982 to 1998, he worked in the International Division of Creditanstalt in Vienna where he held positions in international project financing, financial institutions and marketing. In 1998, he joined the International Division of Erste Bank der oesterreichischen Sparkassen AG, where he was in charge of the Česká spořitelna acquisition team from September 1999. From February 2002 Mr. Wimmer was Head of the Strategic Group Development Division of Erste Bank responsible for Group Strategy, Co-ordination of CE activities and Investor relations. Since August 2005 Mr. Wimmer has been Executive Director Group Architecture and Group Program Management. He has been a member of the Supervisory Board of Česká spořitelna since 27 June 2000; the General Meeting in 2003 re-elected Mr. Wimmer to the function of a Member of the Supervisory Board. Mr. Wimmer is additionally a member of the bodies of the following companies: Slovenská sporiteľna, a. s., Erste & Steiermaerkische banka d. d. Rijeka, Erste Bank Hungary Rt, Novosadska Banka a. d. Česká spořitelna’s Supervisory Board as of 31 December, 2005 The Macroeconomic Framework for Česká spořitelna’s Business Report on Performance and Business Activities Consolidated Results of Operations The Macroeconomic Framework for Česká Spořitelna’s Business The Czech economy is growing fast The Czech economy grew by 6 percent in 2005, which is the highest growth rate for the past ten years. The significant growth can be attributed to exporters who managed to increase their sales by 11.1 percent, causing record trade numbers. By contrast, household consumption, which increased by 2.6 percent, does not create unbalanced trends, such as excessive inflation growth or growth in consumer imports. In other words, the current growth has much healthier and more sustainable foundations than in 1996, when there was high economic growth, but it was linked with growing imbalances which finally resulted in a recession. In addition, investment activities accelerated during 2005 and investments grew by 3.7 percent in 2005. The Bank anticipates similar success to take place in 2006. GDP growth will amount to approximately 5 percent with the favourable growth structure remaining unchanged. Households spend money for homes In 2005, household consumption rose by 2.6 percent and real wages increased by 3.5 percent. Households do not only purchase consumer goods but also invest in homes. The unemployment rate dropped to 8.9 percent, driven by high economic growth accompanied by relatively reasonable wage growth in the business sector. In 2006, household consumption expected to grow by 2.8 percent will be driven by several factors. Real wage growth will be slightly lower than in 2005. On the other hand, the unemployment rate will decrease to 8.3 percent. The decrease in income taxes will increase net wages; however, the growth of energy prices will offset the positive impact arising from lower taxes. Exporters were the key driver of the economy In 2005, exporters became the driver of the economy. The economy was primarily boosted by the inflow of foreign capital in the previous years, fuelled by investment incentives and the accession of the Czech Republic to the EU. Imports were unable to follow this pace and grew by 4.8 percent. Lower imports relate to reasonable consumption and, primarily, to the decrease in import requirements of Czech production, since foreign suppliers join Czech producers in the Czech Republic. For the whole of 2005, the trade balance was in a surplus of approximately CZK 40 billion as compared to the deficit of CZK 26.4 billion in 2004. In 2006, exports are expected to maintain their strong growth and the trade balance is anticipated to end in a surplus of as much as CZK 76 billion. Czech economy is still a low-inflation economy The average inflation of consumer prices reached 1.9 percent in 2005. More than half of the increase was due to growth in regulated prices (primarily energy price) and fuel prices, whereas demand inflation, which is the most closely linked to consumption, remained moderate. Low inflation is fuelled by the appreciating crown, reasonable demand and strong competition. The situation will be similar in 2006. Demand inflation will remain low due to a lack of demand pressures and the growing exchange rate. Average inflation will accelerate to 2.6 percent, primarily as a result of the increase in regulated prices (electricity, gas, heat) and higher consumption taxes (on cigarettes). Crown still attractive In 2005, the Czech crown exchange rate gained another 4.8 percent against the euro and appreciated nearly by CZK 1.5 to CZK 29 to EUR 1 (24.5 CZK/USD). A negative interest differential and outflow of dividends ran counter to the appreciation. However, the factors that drove the appreciation of the crown were substantially stronger, namely excellent performance of the economy, growing trade surplus and significant interest of foreign investors in acquiring Czech equities. Fast appreciation of the exchange rate was reflected in low inflation but businesses managed to cope with the strong exchange rate, thanks to reasonable wage growth among 15 others, and the economy did not respond by deceleration. According to the estimates of the Bank, the above-mentioned factors will be accompanied by a weakening dollar and the crown will continue to appreciate this year. At the year-end, we expect the crown to be close to CZK 28 to EUR 1 (CZK 21.9 to USD 1). Interest rates at historically low levels In 2005, the Czech National Bank (ČNB) responded to the quickly strengthening exchange rate, which decreased the inflation outlook, by decreasing the interest rates in three steps, in January, March and April to a record low of 1.75 percent. This resulted in the decline of the whole yield curve. 16 However, the ČNB increased the repo rate from 1.75 percent to 2.00 percent based on its forecast, which suggested quick inflation growth in 2006. Annual real rates remained nil or negative throughout the year, stimulating economic growth. The Bank anticipates a further increase in rates to 2.25 percent in 2006; nonetheless, the necessity to tighten the currency policy will be postponed to the latter half of 2006 due to the quickly strengthening exchange rate in early 2006. In addition to the development of the short end of the yield curve, long-term yields will be influenced by lower issuance of government bonds with continued high demand for them, and the yield curve will get flatter. The Macroeconomic Framework for Česká spořitelna’s Business Report on Performance and Business Activities Consolidated Results of Operations Strategic Plans for the Year 2006 Report on Performance and Business Activities CONSOLIDATED RESULTS OF OPERATIONS (INTERNATIONAL FINANCIAL REPORTING STANDARDS) The Česká spořitelna Group increased its profits for the sixth year in a row. This record financial performance reflects the continuing expansion of lending transactions, growing deposits and assets under management, increased transaction volume and numbers, employee professionalism, increasing interest and non-interest income, effective cost management, and increased quality of provided services and client satisfaction. Clients have once again voted Česká spořitelna “the Most Trustworthy Bank of 2005” in a competition organised by MasterCard. This indicator of the Bank’s healthy and stable development is increasing operating profit based on the growth in operating income and consistent management of administrative expenses. PROFIT AND LOSS ACCOUNT For the year ended 31 December 2005 Česká spořitelna reported, under International Financial Reporting Standards (IFRS), a consolidated net profit, net of minority interest, of CZK 9,134 million, which represents an increase of 12 percent (CZK 997 million) relative to 2004 when the net profit amounted to CZK 8,137 million. The increase in net profit was reflected in an improvement in return on equity (ROE) to 22.3 percent and return on assets (ROA), which reached 1.5 percent. ROE was 21.8 percent and ROA 1.4 percent in 2004. The level of the consolidated net profit generated for the year ended 31 December 2004 was impacted by the one-off gain on the sale of the non-life insurance business of Pojišťovna České spořitelny. For this reason, profit before taxes and minority interest (gross profit) decreased year-on-year by 7 percent to CZK 12,310 million. Effective from 1 January 2005, Česká spořitelna has made certain accounting changes arising from the adoption of IAS 39 Revised. To ensure comparability of its results of operations, the Bank has retroactively restated the relevant consolidated profit and loss account amounts for the year ended 31 December 2004. Operating profit, determined as the difference between operating income and expenses, reflects the results of the Bank’s primary activities. Year-on-year, the Bank’s operating profit rose by 10 percent to CZK 12,439 million. In addition, there Net profit and operating profit (CZK million) 12,500 12,439 11,334 10,195 10,000 7,500 9,423 9,134 7,615 8,137 6,963 5,805 5,000 2,500 1,798 0 2001 Operating profit 2002 2003 2004 2005 Net profit was a favourable improvement in the cost/income ratio from 58.4 percent to 56.9 percent. The increase in the Bank’s operating and net profit was driven by the increase in operating income. Total operating income, comprising net interest income, net fee and commission income, net profit on financial operations and net insurance income, rose by 6 percent to CZK 28,834 million. Non-interest income accounts for 35 percent of the total operating income. Operating expenses, comprising staff costs, administrative expenses and depreciation/ amortisation charges on property and equipment and intangible assets, increased by 3 percent to CZK 16,395 million. The successful operating results were predominantly driven by net interest income despite the low-interest rate environment which was below the level of interest rates in the eurozone for the substantial part of 2005 (the two-week repo rate announced by the Czech National Bank gradually decreased from 2.5 percent to 1.75 percent and was 2.0 percent at year-end). Net interest income for the year ended 31 December 2005 amounted to CZK 18,719 million, which represents a year-on-year increase of 7 percent. The successful result was primarily caused by an increase in lending (the total volume of loans and advances to customers, net of the Czech Consolidation Agency’s impact, grew year-on-year by 25 percent) giving rise to a notable increase in interest income on client receivables (of 14 percent). A decrease in interest income on debt securities was inter alia 17 due to the maturity of bonds with higher interest rates. Real estate rental income, which was predominantly driven by investment in property, trebled. With respect to interest expenses, interest expenses on client deposits increased principally as a result of the growth in their volume. While average interest rates were lower in 2004, the Bank managed to maintain the net interest margin in relation to gross assets at 3.0 percent; interest margin in relation to interest earning assets dropped from 3.7 percent to 3.5 percent. Net interest income and net fee and commission income (CZK mil.) 20 000 15,156 15,933 15,874 12,000 7,915 8,000 8,238 8,384 Net insurance income contributed to the profit figure by CZK 374 million, the same amount achieved in the last period. The amount of the net insurance income was primarily due to financial profits on Pojišťovna České spořitelny’s financial placements. 6,848 6,198 Structure of operating income in 2005 (CZK mil.) 4,000 374 (1%) Net insurance income 0 2001 2002 Net interest income 2003 2004 2005 Net fee and commission income Net fee and commission income reached CZK 8,384 million, a year-on-year increase of 2 percent. The relatively low growth in net fee and commission income was due to changes made to the Bank’s methodological treatment applicable to the recognition of non-recurring fees (e.g., fees associated with loan application acceptance, assessment and evaluation); in 2005, non-recurring fees arising from lending transactions were accrued over the entire loan term. If this treatment had not been applied, the net fee and commission income would have risen by 5 percent over the previous period. Since the first quarter of 2004, Česká spořitelna has made no increases in fees; on the contrary, some fees were cancelled. Thus, the achieved year-on-year growth in net fee and commission income was mainly driven by the growing volume and number of financial transactions effected by the Group’s clients (for example, the volume of card transactions grew by 2 percent, the number of giro account transactions rose by 22 percent), and 18 The net profit on financial operations grew year-on-year by 14 percent primarily due to income on foreign currency transactions, especially transactions denominated in foreign currencies of Central European countries. Income arising from realised and unrealised gains on sales and revaluation of securities held for trading fell; indeed, these figures were uncommonly high in the previous period. The net profit on financial operations for the year ended 31 December 2005 totalled CZK 1,357 million. 18,719 17,416 16 000 a notable growth in income arising from investment in open-ended mutual funds and broker services (e.g., net sales with respect to mutual funds grew by 53 percent). 1,357 (5%) Net fee and commission income 18,719 (65%) Net interest income 8,384 (29%) Net profit on financial operations In September 2005, Česká spořitelna Group launched the Efficiency Programme for 2005 – 2006 aimed at attaining staff savings and cutting administrative expenses, which should total CZK 750 million in the period between 2005 and 2006. Strict cost control is imperative for Česká spořitelna’s long-term success. Compared to 2004, general administrative expenses (operating expenses) grew by 3 percent to CZK 16,395 million. Of total general administrative expenses, staff costs are the largest item. In comparison with 2004, staff costs rose by 4 percent to CZK 7,343 million owing to: costs associated with severance payments due to staff reduction of 8 percent du- The Macroeconomic Framework for Česká spořitelna’s Business Report on Performance and Business Activities Consolidated Results of Operations Strategic Plans for the Year 2006 ring 2005; growth in employee wages; and the new programme under which Erste Bank Group employees obtain their share in profit depending on the Group’s results. Other administrative expenses reached CZK 5,684 million, which was the same level as in 2004. While the Bank managed to cut data processing costs, office space costs and trading transactions costs (materials consumption, cash circulation and card insurance) in 2005, its advertising and marketing expenses rose due to the boom of loans as well as costs associated with advisory and legal services. Data processing expenses are the most significant component (28 percent) of administrative expenses, followed by office space costs (23 percent), trading transaction costs (17 percent) and advertising and marketing expenses (14 percent). Sizeable investments in information systems and technologies (intangible assets, software, and hardware) in the previous years led to depreciation/amortisation of tangible and intangible assets increasing by 7 percent to CZK 3,368 million. Structure of operating expenses in 2005 (CZK mil.) 3,368 (20%) Depreciation and amortisation of tangible and intangible assets 7,343 (45%) Staff costs 5,684 (35%) Administrative expenses The net balance of provisions for credit risks was CZK (386) million as of 31 December 2005, which represents a decrease in net charges for provisions of 24 percent over the previous period. In 2004, the costs of provisioning charges were driven by provisioning for possible future risks in legacy portfolios in respect of Leasing České spořitelny. While a part of these provisions was released in 2005, provisions for retail receivables were created. At the end of 2005, the aggregate net balance of other operating income and expenses amounted to CZK 257 million, which was an improvement of CZK 820 million compared to 2004. This achievement was mainly due to: gains on the sale of securities carried within the available-for-sale portfolio (an increase of CZK 623 million); decrease in the contribution to the Deposit Insurance Fund owing to the decline in the contribution rate of 50 percent (savings of CZK 349 million); gains on the sale and revaluation of real estate owned by real estate funds (an improvement of CZK 153 million); and gains on the sale and revaluation of equity investments (gains of CZK 138 million). By contrast, the share of clients of Penzijní fond ČS in profit increased (an increase of CZK 148 million), income arising from at-fair-value-through-profit-or-loss securities worsened (a decrease of CZK 282 million) and the release of other provisions declined by CZK 201 million. The level of profit generated by the Česká spořitelna Group for the year ended 31 December 2004 was markedly impacted by the one-off sale of the non-life insurance business of Pojišťovna České spořitelny. While the effect was CZK 2,907 million, the impact on net profit, net of income tax and minority interest, was CZK 1,156 million. Tax liability of the Česká spořitelna Group for the year ended 31 December 2005 was CZK 3,064 million, which represents an effective tax rate of 24.9 percent. This amount comprises the current year tax charge of CZK 3,223 million and the aggregate impact of movements in deferred taxation of CZK 159 million. BALANCE SHEET As of 31 December 2005, the consolidated asset of Česká spořitelna markedly increased year-on-year by 12 percent to CZK 654.1 billion, which, in absolute terms, represents an increase of CZK 72.3 billion, primarily due to amounts owed to customers and issued debt securities on the liabilities side of the balance sheet and the increase in customer loans and receivables from banks on the asset side. Liabilities and Equity Client (primary) deposits have traditionally formed the key resource of Česká spořitelna’s funding in respect of lending transactions. During the year ended 31 December 2005, the balance of primary deposits increased by 8 percent (i.e. by CZK 36.8 billion) to a record-breaking CZK 481.6 billion. Deposits denominated in foreign currencies accounted for 19 Total assets (CZK bil.) Clients deposits (CZK bil.) 700 525 654.1 491.6 519.7 555.4 375 350 250 175 125 0 481.6 390.8 402.8 2001 2002 428.6 444.8 2003 2004 0 2001 2002 2003 2004 2005 CZK 19.6 billion. Client deposits accounted for 74 percent of all liabilities. All client segments contributed to the year-on-year increase in deposits. Deposits made by private individuals, which account for 79 percent of all client deposits, increased by 6 percent to CZK 378.4 billion. The largest increase in deposits was noted in respect of giro accounts, construction savings accounts and pension insurance deposits. By contrast, deposits in savings books suffered a slight decline. Deposits made by corporate clients rose by 12 percent to CZK 68.3 billion, particularly with respect to current accounts and foreign currency accounts. Deposits made by the public sector reached CZK 34.9 billion, which represents a notable increase of 36 percent due to new acquisitions. The volume of client funds under the Group’s management (i.e. deposits made by clients and mutual funds of Investiční společnost České spořitelny) totalled CZK 553.2 billion, with a year-on-year increase of 10 percent. The share of subsidiaries in managed client funds with respect to the parent company grew by 2 percentage points to 30 percent. The balance of amounts owed to financial institutions, comprising loans, term placements and current account balances, increased year-on-year by 6 percent and was CZK 34.9 billion as of 31 December 2005, of which loans under repo transactions accounted for CZK 15.2 billion. 20 500 581.8 2005 The substantial increase in debt securities of 100 percent to CZK 39.3 billion is primarily attributable to the increase in the volume of issued mortgage bonds, a stable and long-term resource of mortgage loans funding. In 2005, the Bank placed six new issues of mortgage bonds; on the face of the balance sheet of the Group, issued mortgage bonds accounted for CZK 21.8 billion. The volume of issued depository bills increased significantly to CZK 14.8 billion, the volume of structured bonds was CZK 2.7 billion. In the context of dynamic lending growth, Česká spořitelna issued ten-year subordinated bonds totalling CZK 3.0 billion to strengthen its capital base. The balance of shareholders’ equity, comprising share capital, share premium, capital funds arising from revaluation (especially securities carried within the available-for-sale portfolio), retained earnings and profit for the period, grew year-on-year by 10 percent to CZK 43.3 billion, which was mainly attributable to the profit generated for the year ended 31 December 2005. By contrast, the balance of equity decreased as a result of the payment of dividends for 2004 amounting to CZK 4.6 billion. The capital ratio according to the BIS methodology was 12.4 percent as of 31 December 2005 compared to 13.3 percent as of 31 December 2004. In 2005, the total capital used to calculate the capital adequacy (Tier 1 a Tier 2) under the BIS methodology was CZK 46.3 billion and risk weighted assets were CZK 349.5 billion; in 2004, the total capital was CZK 40.0 billion and risk weighted assets were CZK 273.4 billion. The Macroeconomic Framework for Česká spořitelna’s Business Report on Performance and Business Activities Consolidated Results of Operations Strategic Plans for the Year 2006 Assets Česká spořitelna’s active transactions that generate the predominant portion of interest income are loans and advances to customers. The year 2005 was notable for continued massive lending growth; the total volume of loans and advances to customers, including receivables from Česká konsolidační agentura, grew by 18 percent and reached CZK 283.4 billion. Of all active transactions, clients’ loans accounted for 43 percent. Česká spořitelna was successful in boosting the proportion of client loans relative to client deposits by more than 5 percentage points and achieving 58.9 percent. Structure of liabilities and equity (CZK bil.) The volume of loans to private individuals reached CZK 132.1 billion, a notable increase of 34 percent over the previous period (an increase of CZK 33.7 billion). This exceptional achievement was mainly attributable to housing loans, i.e., mortgage loans and construction savings loans. The retail mortgage loan portfolio rose by 48 percent to CZK 59.1 billion. Bridging loans and construction savings loans grew by 26 percent to CZK 19.5 billion over the previous year. Rapid growth was also noted in respect of consumer and cash loans to private individuals which rose by 38 percent to CZK 34.9 billion. The proportion of retail loans to private individuals to total loans and advances to customers, including ČKA, rose from 41 percent in 2004 to 47 percent in 2005. Loans and advances to customers (CZK bil.) 43.3 (7%) Equity 300 52.0 (8%) Other liabilities 283.4 239.3 240 214.9 42.2 (6%) Bonds in issue and subordinated debt 481.6 (74%) Amounts owed to customers 34.9 (5%) Amounts owed to financial institutions 180 186.7 188.6 132.1 120 98.4 60 73.0 43.7 54.7 0 Compared to the year ended 31 December 2004, the volume of loans and advances to customers, excluding amounts due from ČKA, rose notably by 25 percent (CZK 54.3 billion) to CZK 267.8 billion, specifically in respect of mortgage loans, consumer loans and corporate loans; e.g., the aggregate portfolio of mortgage loans to private individuals and corporate clients rose by 45 percent to CZK 80.9 billion. Česká spořitelna is the largest mortgage bank in the Czech Republic. The massive growth in loans provided to all client segments is the result of: proactive offering; quality, professional advice; sound demand for housing loans and consumer purchasing triggered by a favourable macroeconomic environment, including low interest rates; and the dynamic growth in the financing of small- and medium-sized enterprises and large businesses, as well as regions and municipalities. 2001 2002 2003 2004 2005 Total loans and advances to customers (including ČKA) Amounts due from private individuals Česká spořitelna also experienced substantial growth in the volume of loans and advances to customers in the business and corporate segment where the aggregate loan portfolio increased by 19 percent to CZK 121.8 billion. The Group’s offering includes both standard loan products and special projects focused on investment loans, exports or leasing. Česká spořitelna provides its corporate clients with sound support in using guarantee funds or drawing subsidies from EU funds. Similarly, as in the private individual segment, the most significant increases were attributable to mortgage loans advanced to corporate clients, the volume of which reached CZK 19.5 billion, a year-on-year increase of 42 percent. Loans to small- and medium-sized businesses grew by 25 percent 21 to CZK 33.9 billion, the volume of loans to large corporate clients increased by 23 percent to CZK 53.7 billion. The public sector is the long-term partner of Česká spořitelna. The aggregate balance of loans issued to this segment (net of amounts due from Česká konsolidační agentura) was CZK 13.9 billion, an increase of 12 percent over the previous period, of which mortgage loans rose by 16 percent to CZK 2.2 billion. The balance of amounts due from Česká konsolidační agentura fell notably year-on-year by 39 percent to CZK 15.7 billion. The total volume of loans to the public sector was CZK 29.5 billion at the end of 2005. At the end of 2005, classified loans and advances to customers accounted for 4.7 percent of the total loans and advances to customers (in respect of the parent bank, in accordance with the CNB classification). Česká spořitelna focuses primarily on preventing distressed loans from originating and monitoring and assessing issues requiring immediate corrective action. With regard to noted instances of distressed loans, Classified loans and advances to customers* 20 the principal aim is to adopt timely and effective solutions. This approach has resulted in a gradual improvement of the quality of the whole loan process and a further reduction in the proportion of classified loan exposures. Loans and advances to financial institutions grew, year-on-year, by 27 percent to CZK 97.8 billion; in particular, the volume of reverse repo transactions grew by 25 percent to CZK 47.3 billion. Of this balance, placements with financial institutions and loans provided to banks amounted to CZK 49.1 billion and CZK 48.2 billion, respectively. As of 31 December 2005, the aggregate balance of the portfolio of securities at fair value, securities available for sale and securities held to maturity was CZK 192.2 billion, the same level achieved in 2004. Changes were noted with respect to the securities in the at-fair-value portfolio (an increase of CZK 7.8 billion) and the available–for-sale portfolio (a decrease of CZK 7.0 billion). Bonds comprised 95 percent of the securities portfolios. In investing in securities, Česká spořitelna focused Structure of assets (CZK bil.) 19.7% 67.7 (10%) Other assets 15 14.4% 19.6 (3%) Property and equipment and intangible assets 10 6.6% 5 5.3% 4.7% 2004 2005 0 2001 2002 2003 * The proportion of client classified receivables to total client receivables for the parent bank, in accordance with the CNB classification. 22 97.8 (15%) Loans and advances to financial institutions 192.2 (30%) Securities portfolio 276.8 (42%) Net loans and advances to customers including ČKA The Macroeconomic Framework for Česká spořitelna’s Business Report on Performance and Business Activities Consolidated Results of Operations Strategic Plans for the Year 2006 on acquiring debt securities issued by government institutions of the Czech Republic which accounted for 58 percent of the portfolio, bonds issued by foreign financial institutions comprised 25 percent of the portfolio, bonds issued by financial institutions in the Czech Republic accounted for 6 percent. Other bonds were issued by foreign government institutions, other entities in the Czech Republic with an implicit state guarantee and other foreign entities which carry the minimum rating of A. Real estate financing is one key area of interest to Česká spořitelna: the Bank initiated its financing of real estate investment funds, operating as part of the Group, for institutional investors focused on the Czech and Slovak markets. Investment in real estate was aimed at achieving rental income or capital appreciation. Investment in real estate totalled 6.4 billion at the end of 2005. land and structure accounted for 58 percent, decreased year-on-year by 3 percent to 19.6 billion. The balance of intangible assets stayed at CZK 4.5 billion. By contrast, the balance of property and equipment continues to gradually decline in the long-term as the Bank further optimises the structure of its own immovable assets; in addition, the Bank has designated additional redundant assets of CZK 0.3 billion as held for sale. Hence, the total balance of property and equipment fell to CZK 14.8 billion. The aggregate proportion of property and equipment and intangible fixed assets to total assets was 3 percent. The aggregate balance of property and equipment and intangible fixed assets, including assets held for sale, of which 23 Business Activities and Operations In 2005, Česká spořitelna won, for the third time in a row, the prestigious International Bank of the Year award in The Banker Awards contest, which is the most distinguished annual event in the banking world. The award is granted by The Banker, a renowned financial monthly, following a rating by an international panel. In addition, the Bank received a number of other appraisals and rewards. The recognition by clients, citizens and international panels to the Bank mirrors the professional attitude of the Bank’s employees, the growing quality of services and the offer of excellent sales networks and comprehensive services rendered to individuals, firms, the public sector and non-profit organisations. PRIVATE CLIENTELE Private clientele – citizens of the Czech Republic as well as foreign clients who reside in the Czech Republic, students, entrepreneurs, sole traders and independent professionals – represent the Bank’s key client segments. Financing the Needs of Private Individuals The Bank’s positive growth trend in loans granted to private individuals, reported for a number of previous years, continued also in 2005. Česká spořitelna achieved the highest ever year-on-year increase in the portfolio of cash and consumer loans. The aggregate portfolio of these types of loans increased year-on-year by almost 38 percent to CZK 34.9 billion. Throughout 2005, the number of newly concluded consumer and cash loans increased by 71 percent to 355,000. Total portfolio for cash and consumer loans (CZK bil.) 40 34.9 30 25.4 The most important factors driving the growth in loans include innovative product offer, low client interest rates, greater confidence of people in their ability to make repayments, and the continued increase in income of the population. In 2005, major changes in products focused on an accelerated and streamlined process of granting the loan as well as on a proactive sales approach to cash loans. New changes presented towards the public brought along a new product called Easy Loan which positively impacted the Bank’s business results achieved in the last quarter of 2005. The volume of cash loans newly concluded in the fourth quarter of 2005 grew by 85 percent compared to the same period in 2004, mainly owing to Easy Loan. By the end of 2005, the Bank provided 95,000 Easy Loans worth CZK 4.9 billion. The cash and consumer loans collateralised by a pledge on real estate, the so-called ‘American Mortgage’, have experienced massive development following their introduction to the market. Unlike traditional consumer loans or cash loans, these have the advantage of carrying a significantly lower interest rate and repayments spread across a longer period of time. Clients may use mortgages practically for anything, for example to furnish a household, purchase a car or to acquire a cooperative flat. Demand for consumer and cash mortgage loans grew very rapidly and robustly following their introduction in May 2004. The role of this type of loan in financing the needs of private individuals becomes more important. Since May 2004, the Bank has provided more than 7,500 cash and consumer mortgage loans worth CZK 3.8 billion. Loans granted in the form of credit cards enjoy notable year-on-year growth of 41 percent. The aggregate balance of loans on 340,000 credit cards as of 31 December 2005 was over CZK 2 billion. 20.8 20 17.4 13.1 10 0 2001 24 A substantial growth was noted especially in cash loans whose volume rose by 47 percent to CZK 29.4 billion. 2002 2003 2004 2005 Overdraft loans on sporogiro accounts, that is, the substitute product of credit cards, maintained a stable position owing to the dynamic development in credit cards. An overdraft facility on a sporogiro account was provided to 833,000 clients. At the end of 2005, the aggregate drawing of overdraft loans was worth CZK 5.8 billion. The Macroeconomic Framework for Česká spořitelna’s Business Report on Performance and Business Activities Consolidated Results of Operations Strategic Plans for the Year 2006 In 2004, the balance of the social loans that originated in the past continued to decrease, falling by 16 percent to CZK 5.0 billion. The slow reduction of the volume of social loans is due to the residual portfolio of social loans because 90 percent is composed of long-term loans used to finance investments in housing construction. Product Packages for Private Clientele Personal product packages designed for a comprehensive administration of financial means are a global trend. They are popular because they mirror the most frequent needs of customers in banking services while being a quick, well organised and comfortable solution for all of their financial requirements and are cheaper than stand-alone products and services. Česká spořitelna’s offering of product packages for private clientele is built upon the needs of all major client segments, covering periods from childhood (‘Xtra konto’) and students’ financial needs (‘Student+’), the period of independent financial life and family life associated with complex banking requirements (the Advantageous Programme and the Comprehensive Programme) and/or with high financial requirements (the Exclusive programme) to mature adulthood (the Senior account). In 2005, the Bank complemented its offer of product packages for private clientele with the ‘Extra konto’, the Exclusive Programme and the Senior Account. In mid-2005, Česká spořitelna responded to the wishes of parents of young clients and designed a special account for juniors between 10 and 15 years of age. The Extra Account (‘Xtra konto’) helps younger clients get their first experience in managing money. In over seven months, parents opened more than 5,000 Extra Accounts for their children. The very successful Student+ programme, designed for all high school and university students between 15 and 30 years of age, offers students and young people a quality financial product for a favourable student price, together with other benefits from Česká spořitelna’s business partners. After two years of existence, the Student+ programme has become one of the most popular student accounts in the Czech Republic. At present, nearly 165,000 high school and university students use the Student+ programme. Since August 2005, university students involved in the Student+ programme may now choose to get either a Credit+ credit card or an overdraft loan, the latter being offered from the outset of the programme. The loan to cover studying expenses provided as part of the Student+ programme ranked first in the Golden Crown contest where a professional panel rates financial products for private individuals and small and medium-sized enterprises in the Czech Republic; the Student+ programme ranked third. The Advantageous Programme is the most established and widespread personal product package. It includes a combined offering of products and services of the Česká spořitelna Group, accompanied by advantageous pricing. The Advantageous Programme was launched in 2002. During 2005, the number of clients of this Programme grew by 317,000 which is an increase of 66 percent. At the end of 2005, the number of Advantageous Programme holders neared 800,000, which only confirms its dominant market position. More than 20 percent of new Advantageous Programme holders were clients who did not have a basic account with Česká spořitelna. The Advantageous Programme ranked first in the Golden Crown contest. The Comprehensive Programme is designed for more demanding clients and includes a combined offering of standard and more complex products and services of the Česká spořitelna Group. In 2004, the Comprehensive Programme was revised and the positive changes were instrumental in quadrupling the number of clients using this product to the current 81,000 over two years. In the middle of 2005, the Bank extended its offering of product and service packages for private individuals to include a special account for the most affluent clientele – the ‘Exclusive Programme’. Owing to the flexibility and scope of its products and services, this Programme is well positioned to become a popular product within the given segment. In early 2005, the Bank offered senior citizens a product package designed in response to a marketing research with potential senior clients. The Senior Account is intended for all clients over sixty-five years of age or for those who draw their retirement pension or permanent disability pension. The programme includes a sporogiro account carrying a favourable 25 Total number of clients using product packages for private clientele in thousand 1,090 1,000 750 Savings and Investments 685 500 371 250 0 0 9 2001 2002 2003 2004 – an account carrying an advantageous interest rate and a flat fee or an account carrying a zero interest rate and no fee. Specific accounts offer clients comfortable and professional administration of entrusted funds. 2005 interest rate. Products used as part of the programme are provided for free over the entire period of its life; the transfer from/to the other programmes offered by Česká spořitelna is also free of charge. During 2005, the Bank provided this account to more than 42,000 clients. Products for Independent Professions The Professional Programme, designed for clients from independent professions, has become a product in demand because it is fully variable and allows the combination of products to meet the individual client’s needs. The increase in sales of this programme shows the growing market share of the Bank’s clients with independent professions. Over the previous period, the number of clients using the ‘Professional Programme’ increased by 31 percent to more than 3,000. The programme offers a wide range of banking and financial products of Česká spořitelna’s selected subsidiaries, developed to meet the needs of this client segment. Business loans (investment loans, operating loans and overdraft loans) granted up to a defined limit and extended with special simplified administration and an advantageous interest rate rank among major advantages of this programme. The low interest rate on traditional deposit products continuously drives the customer demand for other investment opportunities which would provide greater yield on deposited funds. Česká spořitelna along with its subsidiary, Investiční společnost České spořitelny, which has ranked ‘number one’ in assets management on the Czech market for a long time, offers clients investment of available funds in open-ended mutual funds. Investiční společnost offers clients a wide range of mutual funds. The optimum solution for clients, with regard to potential risk and yield to be generated, is to spread or diversify the investment which allows participating in a number of investment strategies at the same time and combining different types of securities (bonds, shares, money market instruments). Since 2004, the Bank has been offering clients the opportunity to put together a specific investment profile tailored to their individual needs. As a follow up to investment profiles, four new profile funds (Prudent, Conservative, Balanced and Dynamic) were offered in 2005. Both the profile funds and investment profiles deal with comprehensive solutions for clients’ investments, well-qualified diversification of investment into different types of assets aimed at reducing the potential risk and increasing yield, the designation of the type of Volume of assets managed by Investiční společnost ČS (CZK bil.) 80 71.6 58.9 60 48.3 The year 2005 saw a continued increase in the sale of specific deposit products designed for clients from independent professions for administering third party funds. This involves current accounts (Czech crowns and foreign currency) for depositing funds received by notaries, attorneys, court bailiffs, bankruptcy trustees, and auctioneers. Notaries, attorneys and court bailiffs may newly open accounts in two modifications 26 40.1 40 24.7 20 0 2001 2002 2003 2004 2005 The Macroeconomic Framework for Česká spořitelna’s Business Report on Performance and Business Activities Consolidated Results of Operations Strategic Plans for the Year 2006 investor through an investment questionnaire, participation in a number of investment opportunities at the same time, and liquidity as an opportunity to convert assets into cash. Contrary to investment profiles where the proportion of individual components remains unchanged and changes, if any, require a client’s active involvement, the structure of profile funds is actively managed by the fund manager. During 2005, the volume of assets managed by Investiční společnost grew by 22 percent to CZK 71.6 billion. The increasingly sought-after equity funds showed the highest relative growth, the reported figures almost doubled, partly owing to the developments on equity markets. Sporotrend appreciated funds invested in 2005 by more than 42 percent thus becoming the most successful mutual fund in the Czech Republic. Assets in mixed funds grew by 77 percent which is attributable to the profile funds referred to above; assets administered by bond funds increased by 26 percent. The money market fund Sporoinvest showed the lowest growth dynamics in administered assets with an increase of less than 12 percent. In the Golden Crown contest, Sporoinvest was awarded the Bronze Crown. Clients may invest not only in the mutual funds of Investiční společnost but also in the mutual funds managed by Erste – Sparinvest, Erste Bank’s subsidiary. Investments in foreign mutual funds managed by Erste Sparinvest and in other companies more than doubled and amounted to CZK 8.9 billion. Savings and Investments (CZK bil) 71.6 (15%) Mutual funds of Investiční společnost ČS 36.2 (8%) Term deposits 26.3 (6%) Other deposits 15.7 (4%) Pension insurance deposits 81.0 (18%) Construction savings deposits 114.6 (26%) Sporogiro accounts 104.6 (23%) Savings books Registered savings books, measured in terms of their number (more than 2 million) and the amount of deposited funds (CZK 104.6 billion at the 2005 year-end having suffered a yearon-year decline of 6 percent are one of the most significant financial products offered by Česká spořitelna. Savings books are fairly traditional products, and yet, the Bank came up with a new product – the Children Savings Book carrying an advantageous interest rate. The Children Savings Book (by clients referred to as The Cricket due to the mascot that goes along with the savings book) is designed for the youngest clientele, from birth until eighteen years of age. Between May 2005 and year-end 2005, the Bank opened almost 11,000 Children Savings Books with a balance of almost CZK 140 million. For registered savings books on which clients may win a price, the Bank enhanced the reward programme. In 2005, the conversion of the not yet converted former anonymous savings books of Česká spořitelna, which began in 2002 pursuant to the amended Banking Act, continued. During 2005, 74,000 anonymous savings books were converted in the aggregate amount of CZK 1.2 billion. At the end of 2005, the Bank maintained 2.7 million anonymous savings books with a balance of CZK 5 billion. The interest of clients in term deposit accounts of individuals denominated in Czech crowns has slightly declined due to low interest rates. The portfolio of individuals’ term deposits denominated in Czech crowns dropped below 100,000 accounts, with a balance of CZK 31.4 billion, hence, suffering a decline by 3 percent over 2004. On the other hand, individuals showed increasing interest in term deposit accounts denominated in foreign currencies. During 2005, the number of such accounts grew by 17 percent to almost 21,000, the balance increased by 2 percent to CZK 4.7 billion. In 2005, the Bank improved the design of bank account statements making them more user friendly and lowered the minimum opening deposit required for term accounts denominated in Euro and USD. Clients have the option to manage their term accounts through the Servis 24 direct banking service. Compared to the previous period the construction savings market showed increasing interest in new deposit contracts in 2005. Stavební spořitelna České spořitelny, with assistance from the parent bank, played an important role in this development in concluding a total of 189,000 new deposit contracts, the agreed target amount of CZK 31.2 billion. Total 27 client deposits in construction savings accounts grew by 14 percent over the year 2004 amounting to CZK 81.0 billion while serving 1.2 million clients altogether. One of the most popular long-term savings schemes which will provide clients with additional income in the future (wage, pension, etc.), complemented with a state contribution, is pension insurance. In 2005, Penzijní fond České spořitelny strengthened its position among the three biggest pension funds in the Czech Republic and reported a dynamic growth in the volume of funding in clients’ personal accounts which amounted to more than CZK 15.1 billion or to CZK 15.7 billion if revenues for 2005 are included, thus constituting a 26 percent year-on-year increase in clients’ funds. As of 31 December 2005, Penzijní fond served nearly 480,000 clients, a year-on-year increase of 17 percent. The results of Penzijní fond are, inter alia, attributable to the further development of cooperation with employers. Under the corporate programme, Podílový fond started to cooperate with more than five thousand employers who make contributions to the complementary pension schemes of their employees. The combination of insurance and long-term savings taking the form of capital or investment life insurance from Pojišťovna České spořitelny is an interesting investment opportunity. Premiums written by Pojišťovna in 2005 amounted to CZK 2.5 billion, hence suffering a decline over the previous year which was mainly due to lower sales in the so called lump sum premiums. Pojišťovna’s regular premium grew year-on-year by 25 percent; in absolute terms regular premium totalled CZK 1.3 billion. The investment Flexi insurance won the Silver Crown award under the Golden Crown contest. Transaction Accounts Česká spořitelna is the strongest giro account player on the giro account market for private clientele, whose characteristic product is the sporogiro account. At the end of 2005, the Bank maintained 2.76 million sporogiro accounts in its portfolio, with a balance of almost CZK 114.6 billion. In a year-on-year comparison, the volume of deposits on sporogiro accounts rose by 15 percent. For the first time ever, the balance of sporogiro accounts exceeded the balance of savings books, sporogiro accounts thereby becoming the product with the largest volume of deposits made by clients. Over the previous period, the number of transactions effected in sporogiro 28 Number of sporogiro accounts (thousands) 3,000 2,725 2,727 2,755 2,762 2,759 2,400 1,800 1,200 600 637 743 794 821 832 0 2001 2002 Number of sporogiro accounts 2003 2004 2005 Number of sporogiro accounts with an overdraft accounts increased by 22 percent to more than 550 million. With regard to more than 30 percent of sporogiro accounts, clients had negotiated an overdraft loan. Clients may newly choose the frequency of interest accrual on sporogiro accounts and the sending of account statements. A sporogiro account is the most widely used current account for citizens of the Czech Republic, ideal for administration and management of family finances. At the end of 2005, in addition to sporogiro accounts, Česká spořitelna managed another 14,000 current accounts of individuals administered in Czech crowns and 53,000 current accounts of individuals managed in various foreign currencies, primarily in Euros and American dollars. In deposit accounts, Česká spořitelna has introduced a new product – a security current account (‘jistotní běžný účet’) aimed at securing the due settlement of the purchase price between the seller and the buyer in buying or selling the real estate through Česká spořitelna. Card Programme In terms of the card programme, the year 2005 was a very successful period and confirmed Česká spořitelna’s dominant position in this significantly developing market, evidence of which is the increasing number of payment cards and the continuing massive expansion of credit cards, the growing volume of transactions and the great success of loyalty programmes. The Macroeconomic Framework for Česká spořitelna’s Business Report on Performance and Business Activities Consolidated Results of Operations Strategic Plans for the Year 2006 Number of active cards (thousands) Card transactions in ČS´s network (CZK billion) 2,942 3,000 25.8 25 2,758 21.9 2,577 2,400 2,211 2,364 19.8 20 26.2 20.9 17.9 1,800 15.6 15 13.6 13.0 1,200 10 8.4 600 0 5 5 2001 28 2002 Number of active cards in thousand 101 2003 205 341 0 2004 2005 Number of credit cards in thousand Compared to 2004, the total number of payment cards increased by 183,000 to 2.94 million cards, the year-on-year growth being 7 percent. The overall increase in the number of all active cards is mainly driven by the expansion of the ‘Kredit+’ credit card. Numerous marketing initiatives took place in 2005 aimed at promoting the sales in credit cards. In addition, the Bank made it much easier for clients to get the Kredit+ credit card. Clients may newly apply for the credit card by free calls on 800-207-207, university students may get the card as part of the Student+ programme and the credit card is also offered along with the mortgage loan which is new as well. The simplified offering showed results: the number of issued ‘Kredit+’ cards increased year-on-year by 66 percent to 341,000. With regard to debit cards, the exchange of domestic payment cards for cards with international validity continued to take place. Following the rapid growth in 2004, the number of card transactions executed by Česká spořitelna’s contractual partners slightly declined by 5 percent to less than 21 million payments. The volume of card transactions, being the most critical factor in terms of the Bank’s income from fees and commissions, slightly grew by 2 percent to CZK 26.2 billion compared to its major growth in 2004. The number of acceptance places of Česka spořitelna’s contractual partners slightly increased exceeding 11,000. 2001 2002 2003 2004 2005 Volume of card transactions in ČS’s network Number of card transactions in ČS’s network For every card payment or for the recharging of mobile telephone credit using Česká spořitelna’s cards, clients receive bonuses under the loyalty ‘Bonus’ programme which continues to be the only programme of its kind offered on the domestic banking market. The ‘Bonus’ programme has moved from the initial phase where clients were mainly collecting points to a stabilised stage where clients are also ordering their bonuses. The drawing of points has accelerated rapidly; in 2005, cardholders used 240 percent points more as compared to the previous year. This positive trend was due to an easier access to bonuses through the newly introduced Internet sales and an expanded offering of bonuses by two attractive options: mobile telephone credit recharging and charitable projects contributions. The Bank also offers the ‘Partner’ discount programme for embossed payment cards. A similar discount programme called Student+ is a feature of the cards for students, issued as part of the package of the same name. Partner and Student+ cardholders receive discounts when making card payments at a number of well-known shops operating throughout the Czech Republic. The Partner and Student+ cards are the only multi-brand cards available on the market in the Czech Republic. At the end of 2005, Česká spořitelna operated 1,076 ATMs serving as multifunctional centres. Clients may use ATMs not only to withdraw cash, which is the basic function, but 29 also to get their sporogiro account balance, recharge mobile telephones from Vodafone and Eurotel, find out their score under the ‘Bonus’ programme, enter payment orders and pay premiums to the Kooperativa insurance company. Česká spořitelna was the first bank in the Czech Republic to launch an ATM for blind and weak-sighted citizens in spring 2005. The special programme in place assists clients in servicing the ATM through voice navigation. At the end of 2005, 38 ATMs were available across the Czech Republic. The ATMs were brought into operations with assistance from NCR and the Czech Blind United (SONS). During 2005, all ATMs were revamped to accept chip cards. In 2005, the volume of cash withdrawals in the network of Česká spořitelna’s ATMs totalled CZK 236.0 billion which represents an increase of 6 percent over the previous year; the number of withdrawals increased by 2 percent to 76 million and the average amount drawn was CZK 3,111. The popularity of mobile telephone credit recharging has been growing rapidly. In 2005, more than 2.8 million recharges were made in the total volume of CZK 850 million, which is a year-onyear increase of 35 percent and 28 percent in the number of recharges and the volume, respectively. The average amount of mobile telephone credit recharging was CZK 305. In May 2005, the Bank substantially enhanced insurance covering misused debit payment cards if lost or stolen. Damages now include compensation of costs arising from lost or stolen home keys, lost or stolen ID cards and the reimbursement of the card blocking fees. In addition, damages include compensation for stolen cash withdrawn by the insured party from the account to which the card pertains. As of October 2005, Česká spořitelna guarantees all transactions effected through a lost or stolen payment card which occur after the card is blocked by the client. since its introduction in 2001. In 2005, the number of users increased by 20 percent to nearly one million (994,000) clients who executed 15.8 million electronic transactions over 2005. In autumn 2005, Česká spořitelna took another major step in integrating the service offering of direct banking to citizens and small-sized business segment in that it expanded the existing two basic pillars, that is, S24 – Telebanking and Internetbanking by a third pillar – S24 GSM banking. Servis 24 ranked first in the Golden Crown contest. Servis 24 Internetbanking underwent substantial innovations aimed at introducing a number of new functionalities, increasing user comfort and expanding security features by authorisation SMS codes, a graphic keypad and changes in transaction limits. The new functionalities include Internet banking in English, the execution of cross-border payment transactions within European Union countries, advice notes of foreign payment transactions, possible access to additional pension insurance data in Penzijní fond, the recharging of mobile telephone credits from all operators and the introduction of new support functions. According to the professional panel of the penize.cz server, Česká spořitelna won the Internet Bank of 2005 contest mainly due to its S24 Internetbanking. As of 31 December 2005, Servis 24 – Internetbanking served in total over 553,000 clients who executed 11.9 million transactions. Number of clients of Servis 24 (thousand)* 994 1,000 829 750 682 500 374 250 83 0 Česká spořitelna’s paramount task in 2006 is to smoothly kickoff the conversion of the existing portfolio of cards to chip technology and to finalise the revamping of sales terminals accepting chip cards. Internet and Telephone Banking Servis 24 The flagship of direct banking for Česká spořitelna – Servis 24 – has steadily been increasing the number of its clients 30 2001 2002 2003 2004 2005 * Note: clients using more Servis 24 channels have been counted only once.. At the end of 2005, the total number of Servis 24 Telebanking users exceeded 700,000 clients who effected 2.6 million transactions during the year. Under S24 Telebanking, clients may now access their additional pension insurance accounts The Macroeconomic Framework for Česká spořitelna’s Business Report on Performance and Business Activities Consolidated Results of Operations Strategic Plans for the Year 2006 in Penzijní fond České spořitelny with the assistance of a telephone banker, recharge prepaid mobile telephones for all operators via the voice system (IVR) and execute cross-border payment transactions with the assistance of the telephone banker. In integrating the channels of direct banking to citizens and small-sized businesses, clients were migrated from the old GSM banking SIM Toolkit service to a new Servis 24 GSM banking service, which offers clients wider functionalities. At the end of 2005, S24 GSM banking served nearly 72,000 users who executed 1.3 million transactions during 2005. FINANCING HOUSING AND REAL ESTATE Česká spořitelna successfully continued further development of its products and services in the financing for real estate and mortgages. In 2005, the Bank again granted the largest number and amount of mortgage loans on the Czech mortgage market. Česká spořitelna hence reconfirmed its position as the largest mortgage bank in the Czech Republic, a position which it achieved in 2001. Mortgage Loans to Citizens Česká spořitelna rather easily defended its leading position on the market for private mortgages. In 2005, the Bank provided this segment with more than 17,000 new mortgage loans in the aggregate amount of CZK 24.8 billion, which represents year-on-year growth of 30 percent. The average amount of negotiated loans grew by 7 percent to CZK 1.4 million. The interest of clients in mortgage loans in 2005 was encouraged by record low interest rates and a wider offering of new housing by developers. In response to these developments the Bank successfully: expanded its offer of real estate and financial services provided by mortgage centres, introduced a new product called Mortgage for Newlyweds with the lowest repayments on the market, and further streamlined the process of granting mortgages. Česká spořitelna’s mortgages ranked second in the Mortgage of the Year award, the prestigious competition organised by MasterCard. In 2005, the aggregate balance of the mortgage loans portfolio increased by 48 percent to CZK 59.1 billion. Construction Savings Loans Within the Česká spořitelna Group, clients extensively use the services of Stavební spořitelna České spořitelny for the financing of their housing. In 2005, Stavební spořitelna, with intensive assistance from the parent bank, provided nearly 32,000 loans in a total volume of CZK 7 billion. As of 31 December 2005, the Bank maintained more than 148,000 loan accounts and the aggregate volume of loans provided to clients to improve their housing was CZK 19.5 billion, which is a year-on-year increase of 26 percent over the previous year. Of the overall portfolio of Stavební spořitelna’s loans, construction savings loans accounted for CZK 6.5 billion, the year-on-year growth being 14 percent. Bridging loans whose volume equalled CZK 13.0 billion at the 2005 year-end substantially grew by 33 percent. Real Estate Financing – Corporate Mortgage Loans Corporate mortgage loans – services in real estate financing are targeted to developers and investors, i.e. the financing of projects designed for the real estate market (offices, business centres, housing, hotels, etc.). The Bank pays special attention to the comprehensive financing of housing projects including synergy effects resulting from the private financing of home buyers and aligned services rendered by Realitní společnost České spořitelny. The development in real estate financing was also driven by the rapid growth in loans for project financing at mortgage centres of Česká spořitelna, which deal mainly with projects aimed at new regional housing construction. Portfolio of mortgage loans (CZK bil.) 100 80.9 80 60 55.6 59.1 39.9 40 33.6 24.2 21.0 20 12.9 14.6 8.6 0 2001 2002 Portfolio of mortgage loans in total 2003 2004 2005 Portfolio of mortgage loans to citizens 31 At the end of 2005, corporate mortgage loans totalled CZK 21.7 billion, which represents a growth of 39 percent compared to the previous period. The aggregate balance of the portfolio of mortgage loans grew by 45 percent, thus exceeding CZK 80 billion (CZK 81 billion sharp). Mortgage Centres In 2005, the Bank completed the unique concept of mortgage centres. Mortgage centres are specialised functions that provide comprehensive one-stop housing solutions. Clients have the opportunity to benefit from real estate services, products for home financing and project financing, and free advisory services, all in one place. Mortgage centres work with Realitní společnost České spořitelny and development companies in the Czech Republic, which allows them to offer real estate at different price levels. Real estate professionals are available on the spot to provide advice and help in selecting the appropriate real estate. In the same place and with assistance from specialised loan advisors, clients may chose the best form of financing for selected housing as well as real estate insurance or insurance of risk associated with loan repayments. Thus, the whole process of real estate selection and funding is as expedient as possible. At the end of 2005, Česká spořitelna ran 14 mortgage centres in the following towns across the Czech Republic: Brno, České Budějovice, Kolín, Liberec, Olomouc, Ostrava, Plzeň, Pardubice, Zlín, and five centres in Prague. Česká spořitelna also operates a specialised portal www.hypotecnicentrum.cz. At this address, bank clients, as well as the public at large, may become acquainted with Česká spořitelna´s housing and financing offering. Other Bank Activities on the Real Estate Market Real estate financing is one of the key areas of interest to Česká spořitelna which is manifested in its other activities. In 2004, the Bank initiated its financing of real estate investment funds for institutional investors CEE Property Development Portfolio B.V. and Czech & Slovak Property Fund B.V., where Česká spořitelna is one of the investors and shareholders. Both funds are focused on the Czech and Slovak markets. SG Asset Management, s.r.o., and Czech & Slovak Investment Advisors, s.r.o, act as the managers of these funds. The funds are organised as closed funds. 32 In 2003, Česká spořitelna’s subsidiary – Realitní společnost České spořitelny was established to promote the sales of financial products and services together with real estate services, mainly in housing. In 2005, Realitní společnost expanded into regions closely aligned with mortgage centres. The share of Realitní společnost in the market for sales of new housing increased by 15 percent in Prague and its environs. Outside Prague, the company extended its sales network by franchise partnerships with selected real estate agencies. The Bank also supports the development of the real estate market and housing in the form of sponsorship activities, for example, with general partnerships with the Association for Real Estate Market Development (a prestigious supra-national organisation), or with the largest Central European Conference on the real estate market, CEDEM. The Bank is also a standing partner of the yearbook called Czech Architecture (Česká architektura). In the forthcoming years, Česká spořitelna will further develop its position in real estate as a provider of first-class comprehensive services to real estate entrepreneurs and investors and reinforce its leading market position. The Bank will support the development of real estate investment funds both for institutional investors and small-scale investors. On the real estate market, Česká spořitelna will pursue two key development paths: a bank for housing and a bank for professional investors and developers. COMPANY AND CORPORATE CLIENTELE Company clientele, whether retail clients with an annual turnover of up to CZK 30 million, small and medium-sized enterprises (SME) with an annual turnover from CZK 30 million to CZK 1.5 billion or large corporate clients with an annual turnover exceeding CZK 1.5 billion, are among key client groups upon which the Group of Česká spořitelna concentrates. The Group’s range of offerings includes classic products for administration of accounts and provision of loans, special projects focusing on investment loans, export, equity participation, leasing, syndicated loans, etc. The Bank provides company clientele with significant assistance in using guarantee funds or drawing subsidies from the funds of the European Union. The Macroeconomic Framework for Česká spořitelna’s Business Report on Performance and Business Activities Consolidated Results of Operations Strategic Plans for the Year 2006 Company Clientele with a Turnover of up to CZK 30 million There was a notable increase of newly provided loans for retail clients in 2005 compared to the previous year. In 2005, over 3,000 new loans were negotiated in an aggregate value of CZK 6.1 billion, which represents a year-on-year increase of 30 percent. This development was positively affected by proactive activities of company consultants during 2005, and the expansion of the product offer by the 5 Plus investment loan with a guarantee of the European Investment Fund (EIF), provided since October 2004. The 5 Plus investment loan has five benefits, of which the most attractive one for clients is the guaranteed 5-day period for the approval of the loan and simpler administrative procedure when applying for the loan. By the end of 2005, the Bank provided 864 of these loans in an aggregate amount of CZK 1.6 billion, which resulted in the overall year-on-year increase in the volume of new investment loans of 40 percent. The guarantee line agreed with EIF was extended to 2006. The 5 Plus investment loan was awarded the Bronze Crown in the Golden Crown contest, where a professional panel rates financial products designed for individuals and small and medium-sized enterprises in the Czech Republic. As of 31 December 2005, the Bank managed nearly 7,000 special purpose loans in the segment of company clientele with a turnover of up to CZK 30 million, with a portfolio balance of CZK 8.2 billion, i.e. up by 24 percent compared to 2004. regions of the Czech Republic which are mainly targeted at small and medium-sized enterprises (SME). Commercial centres provide complex services to the entire Group of Česká spořitelna. In terms of all products in 2005, Česká spořitelna provided small and medium-sized enterprises with a turnover from CZK 30 million to CZK 1.5 billion with new loans of CZK 16.8 billion, representing a year-on-year growth of 32 percent. The aggregate portfolio of drawn loans went up by 25 percent compared to 2004, totalling CZK 33.9 billion. Designed primarily for SMEs as an addition to classic banking products, the TOP programmes (TOP Kapitál, TOP Podnik, and TOP Export) are part of Česká spořitelna’s strategy to support the development of the Czech economy. The TOP Kapitál programme focuses on funding companies through venture capital. Česká spořitelna launched this programme in 2002 by establishing two venture capital funds – the Czech TOP Venture Fund and the Genesis Private Equity Fund “B”. The funds are managed by consulting firms, Czech Venture Partners s.r.o. and Genesis Capital s.r.o. Česká spořitelna has investment commitments of EUR 10 million in each fund. The investments of the funds are concentrated on small and medium-sized Czech firms with prospective business plans and strong, fully involved management. The ‘Profit Programme’ ranks among popular programmes within entrepreneurs and small business. This package significantly facilitates financial management of a small company. It enables non-stop access to company funds according to the choice of the client and offers advantageous management of private accounts to company representatives. Another very attractive feature of the package is a simple procedure for obtaining an overdraft loan. The number of users of the Profit Programme grew during 2005 by almost 34 percent to almost 29 thousand. In the Golden Crown contest, Profit Programme received the Golden Crown. Since 2001, Česká spořitelna has offered the TOP Podnik programme designed for financing investment needs of SME clients. The programme is designed for companies operating in industry, commerce, services, and production and processing of agricultural products. Under the TOP Podnik programme, Česká spořitelna provided 129 loans in the total amount of CZK 2.1 billion in 2005 in the form of investment mediumterm and long-term loans provided under advantageous interest rate conditions. Now, the programme offers obtaining a loan in euros. Since the inception of the programme, the Bank has provided loans totalling CZK 7.4 billion. Company Clients with a Turnover from CZK 30 million to CZK 1.5 billion The objective of the TOP Export programme, introduced by Česká spořitelna in July 2002, is to assist first-rate Czech SMEs in increasing the volume of exports and penetrating new foreign markets. Česká spořitelna offers local exporters cheaper In addition to its network of branches, Česká spořitelna also operates a network of 15 commercial centres located in all 33 funding of their export plans in the form of FX overdraft loans secured by export receivables or full-value factoring. By the end of 2005, the balance of approved loans exceeded CZK 400 million. Following the accession of the Czech Republic to the European Union in 2004, Česká spořitelna began to offer programmes designed to support clients in the realisation of projects funded from the structural funds of the EU – EU business programme for entrepreneurs and companies and EU Region programme for towns, municipalities and non-profit organisations. Both programmes involve comprehensive services related to the support in obtaining grants from structural funds including the identification of a suitable grant programme, drafting applications for grants from a subsidiary, Consulting České spořitelny, and of course the financing of projects applying for grants. The EU programme also includes various seminars and educational programmes for clients. In the spring and autumn of 2005, Česká spořitelna organised 28 seminars for its clients. In 2005, Česká spořitelna funded almost 100 projects for entrepreneurs and businesses, in connection with which an aggregate amount of more than CZK 1.5 billion was requested from EU funds. In 2005, Česká spořitelna continued its successful cooperation with the European Investment Bank (EIB). The cooperation focuses on supporting small and medium-sized firms and funding the needs of the public and non-profit sectors. Involvement in the EIB projects was initiated in 2004 by obtaining a global loan of EUR 50 million and joining the follow-up programme of the European Commission, entitled the Municipal Infrastructure Facility. In 2005, Česká spořitelna successfully placed EUR 50 million of the obtained global loan and drew another EUR 50 million in September 2005. In total, Česká spořitelna received EUR 100 million from the European Investment Bank in 2005. As of the end of 2005, EIB confirmed the funding of 89 projects for which almost EUR 58 million were used from the aggregate global loan. The Bank also continued in fulfilling the Land (Půda) programme in cooperation with the Support and Guarantee Fund for Farming and Forestry (PGRLF). In 2005, 48 loan contracts were entered into in the aggregate amount of CZK 69 million. 34 The Fund, assisted by Česká spořitelna, reduced the administrative burden connected with the use of the programme. The FINESA Programme, introduced in 2003, saw dynamic development in 2005. Since its inception, more than CZK 200 million has been provided for twelve projects in the field of energy savings and renewable sources of energy under this programme. Other projects worth several hundred million crowns are at an advanced stage of preparation or are close to contract signing. All projects have been supported by a partial banking guarantee issued by International Finance Corporation. In connection with the approval of Act No. 180/2005 Coll., on Support of Production of Electricity from Renewable Sources, and the commitment of the Czech Republic to increase the share of electricity generated from renewable sources of energy, the Bank anticipates a significant increase in the volume of loans for financing the production facilities. The CS German Desk serves as Česká spořitelna’s contact and information centre for companies from Germany (or Germanspeaking representatives of companies from other countries), providing potential clients with German-speaking banking advisors in each of the 15 commercial centres. The CS German Desk also expanded its activities in terms of cooperation with German savings banks. Since 2004, Česká spořitelna has been a member of the Czech-German Chamber of Commerce and Industry. In cooperation with Consulting ČS, Česká spořitelna prepared a non-financial product FIT TEST in 2005, targeted at commercial centre clients with a turnover of up to CZK 250 million. FIT TEST is an electronic form for management of SMEs operating in commerce, production and service sectors, which helps prepare a diagnosis of key factors affecting success in business making. This product is also connected with a discount on advisory services provided by Consulting České spořitelny. In 2005, 517 total FIT TESTs were distributed. Clients can order FIT TESTs directly on Česká spořitelna’s Internet portal. Corporate Clients In the corporate client segment, the Bank kept up the trend of having a very successful year in 2004 and recorded another dynamic increase of all performance indicators. The volume The Macroeconomic Framework for Česká spořitelna’s Business Report on Performance and Business Activities Consolidated Results of Operations Strategic Plans for the Year 2006 of loan portfolio at the end of 2005 reached CZK 53.7 billion, rising year-on-year by 23 percent. The average amount of term deposits and sight deposits went up by 9 percent to CZK 8.2 billion. During 2005, further improvements were made to the quality of the loan portfolio, while decreasing the provisioning levels. High quality client service and wider use of a broad range of offered products and services of the ČS Group facilitated the significant increase of fee and commission income by 21 percent. As of 31 December 2005, Česká spořitelna acted as the arranger or agent of or participated in syndicated loans in the total drawn amount of CZK 15.0 billion, which, in comparison with the previous period, constitutes an increase of 42 percent. The Bank strengthened its role as an agent in syndicated loan arrangements; this part accounted for more than 60 percent of syndicated loan exposures of the total amount of loans. Following another increase by 19 percent in the volume of provided bank guarantees to CZK 12.2 billion, Česká spořitelna also became one of the greatest providers of banking guarantees on the Czech banking market. During 2005, the Bank actively participated in the Group Large Corporates project, aimed at reinforcing the position of Erste Bank among corporate clients in Central and Eastern Europe. The project largely facilitated the harmonisation and development of product offerings for supranational clients using the services of more banks within the Erste Bank Group. Business 24, Homebanking – Electronic Banking for Corporate Clients Business 24 is a completely new direct Internet banking product in the Czech Republic, designed for company and corporate clients. Česká spořitelna introduced Business 24 Internet banking to clients in the last quarter of 2005. Business 24 enables executing key payment transactions – making one-off payment orders or collection orders, executing crossborder payment transactions, importing and exporting data and their subsequent use in the accounting systems, obtaining updated information about unsuccessful transactions, viewing transaction history, working contextually with a selected client, using client certificates for high quality security, etc. Following a two-month live operation, the Bank had almost 500 Business 24 users at the end of 2005. The development of Business 24 will be the key priority of Česká spořitelna’s direct banking in 2006. In connection with launching Business 24 and in accordance with the Bank’s strategic intentions, the development of the Homebanking OfficeLine product was curbed. Česká spořitelna plans to gradually transfer the Homebanking OfficeLine clients to Business 24, Servis 24 or Homebanking MultiCash web platforms so that Homebanking OfficeLine could be terminated at the end of 2006. As a result of the already performed transfer of some clients, the aggregate number of clients in 2005 fell by 11 percent to slightly less than 20,000. The state-of-the-art electronic multi-banking system Homebanking MultiCash attracted a 44 percent increase of clients compared to the prior period, owing to a wide range of services, high availability of the system and quality client support. At the end of 2005, the Bank registered 1,306 corporate and SME clients with the Homebanking MultiCash product. In 2005, Česká spořitelna finalised the expansion of the banking typology and put the Homebanking MultiCash system in operation using a geo-cluster backup solution which guarantees high availability and stability of the system. For the following period, Homebanking MultiCash remains one of Česká spořitelna’s development platforms of electronic banking for large corporations. SERVICES FOR THE PUBLIC AND NON-PROFIT SECTORS In 2005, Česká spořitelna continued to successfully fulfil its strategic objective, which is to improve the quality of financial services already provided to traditional clients and partners from the public sector: municipalities, towns and regions. The Bank maintains accounts of most regions, towns and municipalities in the Czech Republic; as of 31 December 2005, the Bank maintained more than 26 thousand accounts of this client segment. As of the end of 2005, the balance of deposit accounts in the public sector was CZK 34.9 billion, which represents a year-on-year increase of 36 percent owing to, among others, efforts to attract new clients. In connection with the public sector financing, the volume of loans 35 net receivables from Czech Consolidation Agency increased by 12 percent to CZK 13.9 billion. In 2005, the Bank also focused its attention on providing financial services to non-profit sector, particularly housing associations of apartment unit owners, for which it created a beneficial product package entitled Domov Programme. The Bank also provided services to non-profit organisations, citizens’ associations, foundations, foundation funds, subsidised organisations, professional chambers, public universities, health insurance companies, etc. Česká spořitelna has a team of 33 specialised regional advisors for public and non-profit sector covering the entire territory of the Czech Republic. The main focus is to provide qualified consulting services, particularly relating to project funding from EU funds and assistance in structuring and the optimisation of funds. In 2005, Česká spořitelna continued to draw the credit line facility (global loan) provided by the European Investment Bank. Česká spořitelna offers these resources to its clients under advantageous conditions for financing projects in the fields of transport, environment, health, human resources, and support to small and medium-sized enterprises. In addition, subsidies from the European Commission’s community infrastructure development programme can be drawn in selected regions through Česká spořitelna. The aggregate amount of funds drawn under this programme as of the end of 2005 was EUR 3 million. The Bank closely monitors the interests and plans of its clients and modifies its focus accordingly. The trend in the past several years has been to gradually increase the volume of infrastructure, social services and real estate investments. Despite that general economic development requires such investments, the public sector cannot finance this development by further increasing its indebtedness. The amount of needed funds could lead to problems with fulfilling the Maastricht criteria. In the 1990s a concept of cooperation of the public and private sectors was developed in Great Britain under similar circumstances, and subsequently applied in other countries. In late 2004/early 2005, the Public Private Partnership (PPP) 36 issue started to be discussed in the Czech Republic and there is a general agreement on the usefulness of this approach. Česká spořitelna has closely followed this development and decided, in mid-2005, to establish a new department specialised in the financing of PPP projects. A number of PPP projects are still in the preparation stage but the Bank has already entered into negotiations with its public and corporate sphere clients. Česká spořitelna and its subsidiaries make use of the services of experts in the strategic advisory services, project management and structured financing. The aim of the Bank is to assist clients in all phases of the project. FINANCIAL MARKETS In 2005, Česká spořitelna confirmed its position as a major investment bank and a key player in the capital markets segment. In the capital market area, Česká spořitelna provides special and highly functional consultations during acquisitions, issuance of bonds and shares. In addition, it offers and provides tailored services and consulting to small and institutional investors interested in investing in securities, open-ended mutual funds, or other instruments of the capital market in Czech crowns or foreign currencies. The clients may also use information from the EU Office of Česká spořitelna, as well as reports and analyses of the chief economy department of Česká spořitelna. The Sale of Investments Products The year 2005 was very important and successful in terms of sale of financial market products. Due to the persistent pressure for improvement of quality and complexity of services to corporate clientele, the Bank recorded an increase in the total number of clients as well as in the volume of concluded transactions. In cooperation with Erste Bank, Česká spořitelna is able to respond in a timely and appropriate manner to the immediate needs of the clients and bring innovative, tailored solutions depending on the particular needs of clients. The approach formerly adopted in relationships with large corporations has become a common practice within in the SME segment. Generally, capital markets have seen a significant increase owing to new issues on the Czech market and inflow of new money to the region. In this dynamic environment, Česká The Macroeconomic Framework for Česká spořitelna’s Business Report on Performance and Business Activities Consolidated Results of Operations Strategic Plans for the Year 2006 spořitelna is able to further increase its market share and strengthen its position as one of the most significant players on the capital market. The year 2005 was also successful in terms of trading with shares: the Bank strengthened the coordination of its activities within all countries where Erste Bank Group operates, and in the trading with debt instruments, primarily owing to many structured issues with a high added value. Česká spořitelna is one of the three largest dealers in bonds, shares and participation certificates on the Prague Stock Exchange. In 2005, it effected trades worth CZK 404.5 billion, which represents a 24 percent growth in the volume of trades compared with 2004. Owing to the development of capital markets in 2005, the structure of effected transactions is balanced, while in 2004, debt securities accounted for three quarters of all transactions. in 2005 reached almost CZK 3.0 billion. Aggregate assets in these funds totalled CZK 3.7 billion. The manager of ESPA Zajištěné fondy is the Austrian company Erste Sparinvest KAG. Another option for retail clients is a new deposit product – share premium deposit, which derives its interest income on deposits from the development of the stock market without the risk of loss of the deposited amount. The deposit holder has a share in the increase of stock prices but does not lose anything if they decrease. Share premium deposits are a combination of a term deposit and a secured fund but with a shorter period of maturity, insurance of a deposit and yield. The aggregate balance of purchased premium deposits in 2005 was CZK 1.8 billion. Volume of implemented trades on the Prague Stock Exchange in 2005 (CZK bil.) In 2005, Česká spořitelna also issued a three-year structured bond “Everbest” with an attractive yield profile targeted at retail clients. The bond became popular with clients and the whole issue was subscribed within a short period of time. 197.3 (49%) Shares and participation certificates Trading on Financial Markets 207.2 (51%) Bonds Investment Products for Retail Clients In circumstances when interest rates are low and stock markets grow, the interest of retail clients shifts from savings products to investment products. Open-ended mutual funds of Investiční společnost České spořitelny reported a 22 percent increase of managed assets to CZK 71.6 billion in 2005. Foreign mutual investment funds Erste Sparinvest have also become increasingly popular. Česká spořitelna also offers other modern investment products. During 2005, it offered, through its branches, ESPA-ČS Zajištěné fondy, in a number of issues. The funds Zajištěné fondy combine a guarantee of a full return on the initial investment and the possibility to have a share in the growth of share price. The volume of sales of ESPA-ČS Zajištěné fondy In 2005, Česká spořitelna strengthened its position among major domestic market makers in respect of all products traded on the currency, interest rate and equity markets. The basic orientation of the Bank remains currency, interest rate and equity markets in the CEE4 region (Czech Republic, Slovakia, Poland and Hungary) but the Bank also focuses on searching for new business opportunities. This gradual expansion aims at new markets (Turkey, Romania, Ukraine, etc.), as well as new products (commodity, structured products, credit derivatives). Nevertheless, the primary objective of the Bank is trading on local markets where Česká spořitelna gained dominant position in recent years, which they wish to retain in subsequent years. Initial Offerings of Securities Česká spořitelna has again confirmed its strong position in the market of bond initial offerings. Included among the significant successes in 2005 is the position of the lead manager of the subordinated bonds of Wüstenrot stavební spořitelna a. s. – the first bond placement of subordinated bonds in the Czech Republic. Česká spořitelna was also the arranger of the bond programme of mortgage bonds of Wüstenrot hypoteční banka, 37 a. s. and placed the first issue within this programme. Česká spořitelna also introduced four of its own issues of structured bonds (i. e., bonds with a flexible yield established according to specific investor requirements) in a total volume of CZK 1.85 billion, which were designed for institutional investors. During 2005, Česká spořitelna also placed six issues of its own mortgage bonds in the aggregate amount of CZK 12.5 billion and in May 2005 placed an issue of its own subordinated bonds of CZK 3 billion. In 2005, Česká spořitelna significantly livened the stock market by placing two new issues on the Prague Stock Exchange. In February and June 2005, it performed dual quotation of shares and convertible bonds of Orco Property Group S.A. and Class A Common Stock of Central European Media Enterprises Ltd., respectively, in both cases on the main Prague Stock Exchange market, the SPAD segment. management products both for individual and institutional investors. Asset management activities include assets of institutional clients, specifically pension funds and insurance companies, assets of non-profit organisations, municipalities and private clientele in the aggregate amount of CZK 42.6 billion which constitutes a 17 percent increase in the volume of managed assets when compared to the 2004 yearend. The year-on-year increase resulted from the combination of a well planned growth and successful new acquisitions. The Bank proactively offers its clients asset management services as an integral component of its product offering. In 2005, Česká spořitelna continued to operate as a mutual fund investment advisor for certain mutual funds managed by its fellow subsidiary Erste Sparinvest in Austria, which are designed for investors in Czech crowns and therefore meet the requirements of domestic Czech investors. Volume of actively managed assets (CZK bil.) Financial Institutions During 2005, Česká spořitelna became a respected bank for financial institutions in the Czech Republic. The number of clients from among international banks using the services of cash management increased by almost 20 percent. There was also a significant growth in the number of clients from among non-banking financial institutions compared to 2004. During this period, the number of client accounts rose almost by one third. The same increase was reported in the volume of funds entrusted for administration and safe-keeping. One of the main reasons is also the fact that Česká spořitelna prepared in 2005 a number of new products and activities with added value for its clients. 42.6 40 36.4 30 25.0 20 10 18.5 8.3 0 2001 2002 2003 2004 2005 Depositary In 2005, Česká spořitelna decreased the number of its multiplicity accounts at foreign banks in standard currencies and increased the range in more “exotic” currencies so as to expand investment possibilities for the clients of Česká spořitelna. In 2005, Česká spořitelna continued in the trend of financing banking or state institutions. This involved the financing of domestic and foreign entities in the form of direct and indirect participation in credit transactions. Asset Management Česká spořitelna offers a comprehensive range of asset 38 In 2005, Česká spořitelna continued to be a leader in the provision of depository services for investment companies and their mutual funds, investment and pension funds. At the end of 2005, the Bank provided these services to 15 mutual and pension funds, which largely comprised the open-ended mutual funds of Investiční společnost České spořitelny. The assets managed by the Bank in a depositary capacity amounted to CZK 90.2 billion, representing a year-on-year increase of 21 percent. The Macroeconomic Framework for Česká spořitelna’s Business Report on Performance and Business Activities Consolidated Results of Operations Strategic Plans for the Year 2006 DISTRIBUTION CHANNELS In terms of direct banking services, Česká spořitelna is at the forefront of banks operating on the market. Products such as Servis 24 Internetbanking and Telebanking, GSM banking and Homebanking MultiCash and OfficeLine are able to quickly and promptly satisfy the financial needs of over one million clients. The cornerstone of direct banking at Česká spořitelna is the most widely used product of direct banking, Servis 24, and the efficient direct banking centre – the Client Centre in Prostějov. The Client Centre continues to maintain a high availability of its services. A total of 82 percent of all calls are received by telephone bankers within 20 seconds who provide high quality responses. In 2005, the client centre significantly extended cooperation with its branches in selling products to the clients of Česká spořitelna Group and strengthened its selling role on top of its transaction and information tasks. In addition to telephone services, the Client Centre’s task is to respond to the e-mail inbox of Česká spořitelna ‘Napište nám’ (Write to Us) ([email protected]) and some other service mailboxes. During 2005, more than 54,000 e-mail inquiries were answered and 99 percent of them within one business day. Number of electronic debit transactions in millions Mobile Sales Network 1.3 (3%) GSM banking 2.6 (5%) Servis 24 Telebanking 11.9 (26%) Servis 24 Internetbanking 29.7 (65%) Homebanking a Business 24 0.1 (1%) Transaction ATMs Client Centre Česká spořitelna’s Client Centre provides a wide range of services to the clients of the Group via a non-stop 24/7 system in Czech and English. In 2005, positive trends in previous years continued in the client centre. Compared to 2004, the total number of processed client calls rose by 2 percent. Calls provided by telephone bankers accounted for a significant portion of this increase, going up by more than 17 percent. Bankers responded to a total of 2.6 million calls. On the other hand, interest in anonymous services provided through automatic voice system (IVR) has steadily declined due to an increasing usage of the Internet contact. A major growth has been shown in connection with actively contacting clients (outbound calls), mainly with the objective of offering the Group’s products. The total number of active calls exceeded 428,000 (i. e., increase of 7 percent). The mobile sales network is an alternative for every client within Česká spořitelna’s broad client spectrum, who, for whatever reason, is unable or does not wish to conclude banking deals at Česká spořitelna’s branches. Key benefits of this form of serving clients primarily involve the mobility of personal advisors and an offering of comprehensive financial advisory services. As part of an external sales network, Česká spořitelna opted for building a quality network of exclusive sales representatives and strategic alliance with Kooperativa insurance company, following the acquisition of a non-life portfolio of Pojišťovna ČS. During 2005, mutual cooperation continued to develop; today both companies are strongly interconnected in terms of sale and make use of the synergies arising from their position on the market. Česká spořitelna views its mobile sales network and the strategic alliance as a major long-term competitive edge. Web Portal Česká spořitelna’s web portal csas.cz, being one of its main banking entry points, underwent numerous changes and user improvements in 2005. The Bank’s priority was user-friendly navigation and a better structure of its web pages to expedite the search for information. This was connected with web portal technological improvements and better searching for information in documents throughout all portals of the bank. For English speaking clients, an English version has been prepared. The portal enables using the new consumer loans calculator to compute the amount of instalments for different types of loans and request to be contacted by the Bank’s staff. A Press Centre page has been prepared for journalists, where they can find information needed for their work. 39 Treasury – analyses and markets (www.csas.cz/treasury) is a completely new section, and every client or Internet user can find sufficient information supporting his/her investment decisions. Clients can benefit from real time monitoring of, for example, the development of FX rates, stock prices on the Prague Stock Exchange, corporate bond rates, share indices or selected commodities, etc. This section also includes a number of charts and analyses of individual markets. Analyses can be ordered and regularly received in electronic form. The Bank’s portal www.hypotecnicentrum.cz offers more space to cooperating partners and the presentation of their projects in which Česká spořitelna participates. The quality of Česká spořitelna’s web pages was confirmed by its fantastic 8th place in WEB Top 100 contest, which evaluates web pages of all companies in the Czech Republic. By a system of training and development activities, Česká spořitelna has been successful in creating an environment guaranteeing expertise and professional approach of staff. In 2005, almost all training processes related to internal and external education became more effective – this primarily involved a very important adaptation process for newly hired employees. The training and development of current personnel is largely dependent upon changes and adjustments of offered product lines, innovation of banking applications and statutory requirements for employee training. Centralised training events were organised in training centres, while decentralised events took place in individual sections and branches and in the form of a distant e-learning. Thousands of CS employees received 37 thousand days of standard trainings in all kinds of areas, and more than 150 thousand hours of e-learning. System of Payment The number of domestic payment transactions effected through the clearing centre of CNB increased in 2005 compared to the previous period by 13 percent to 177.4 million of transactions; the number of swift reports for the same period rose by 16 percent. The growing amount of payment transactions is an important feature of higher income from fees and commission. As was the case in previous years, foreign payments showed a continuing growth trend. The number of transactions notably increased year-on-year by 33 percent. The overall increase was driven, among others, by the persistent trend of more frequent payment transactions within the European Union, mainly reflected in the increase of corporate client payment transactions. Another important aspect in the number of processed transactions is the use of synergies within the Erste Bank Group involving the performance of payment transactions under beneficial terms and prices. NON-COMMERCIAL ACTIVITIES Human Resources Česká spořitelna views its qualified, quality, satisfied, professional employees motivated for long-term optimum performance as its competitive advantage. 40 On the basis of feedback, internal programmes designed for different staff groups were updated and modified. For example, the “Special Trainee Programme” for junior employees, or the “Management Development Programme” for managers with work experience between 2 to 5 years. Recently, employees have been offered an internal program, organised in cooperation with other members of the Erste Bank Group in Slovakia, Austria, Hungary and Croatia, called “Potential Development Prospective Managers”, which offers prospective employees the possibility to broaden their managing knowledge and skills on an international level. Significant changes were made in the system of employee development monitoring and assessment, which was modified in order to simplify managers’ approach to their subordinates in terms of their personal development and facilitates the precise identification of each individual’s training needs. The Bank also introduced a new self-presentation at the employment opportunities trade fair for students and launched a campaign to search for new talents from among all types of university graduates. Česká spořitelna ranked 12th in the Most Desired Company competition. Under the Effectiveness Programme, the number of employees (physical headcount) of the whole financial group decreased during 2005 by 884 persons (by 8 percent) The Macroeconomic Framework for Česká spořitelna’s Business Report on Performance and Business Activities Consolidated Results of Operations Strategic Plans for the Year 2006 to 10,755. Only in Česká spořitelna, the staffing level dropped by 831 to 10,069. Employees whose employment was terminated received extraordinary compensations under the Assistance Programme 2005, receiving three monthly salaries as compensation. In addition, these employees were offered new job search assistance from a Consultation Service with the Bank, and almost 200 employees made use of it. The qualification structure of the Bank’s personnel continued to improve. More than 23 percent of employees have a master’s or bachelor’s degree, the proportion of men is more than one fourth of all employees. The average age of staff is 39.4. More than 56 percent of Česká spořitelna’s staff has been employed with the Bank for more than 10 years. Number of employees 15,000 14,539 12,998 13,098 12,000 staffing requirements of processes. Centralisation of backoffice activities of regional branches continued. Other organisational changes facilitated higher flexibility in managing project coordination and financial management of projects and prerequisites for ensuring the compliance with the documents of the Basle Committee on Banking Supervision. Restructuring of the branch facilitated the decrease of the number of regional branches from 33 to 30, and the current 30 regional branches were newly grouped into two regions, namely the western and eastern region. As of 31 December 2005, Česká spořitelna had 646 branches, that is, one branch less than at the end of 2004. The clients also use a state-wide network of 15 commercial centres and a network of 14 specialised mortgage bond centres. Quality of Services 12,823 11,421 11,234 11,805 11,019 11,406 10,689 9,000 6,000 3,000 In 2005, Česká spořitelna continued to expand its clientoriented system of service provision. User-friendliness and improvement of products and services were the key points for all projects and activities of the Bank. In order to ensure further increase of client satisfaction, the Bank started implementing Six Sigma and Kaizen methods and created a Service Improvement Plan to implement specific partial improvements. These activities will continue in 2006. 0 2001 2002 2003 Number of employees of the ČS Group* 2004 2005 Number of employees of Česká spořitelna* * average recalculated headcount During the year ending 31 December 2005, the aggregate average salary of the Bank’s employee amounted to CZK 36,444 (2004: CZK 34,025) which represents a year-on-year increase of 7 percent. During 2005, the process of organisational restructuring Česká spořitelna continued both in banking and non-banking activities. The optimisation of the management system and higher effectiveness created pre-conditions for further improvement of the client service offer. The gradual centralisation of non-banking activities, mainly in the area of accounting and controlling, HR, and purchase and administration of assets within the ČS Group, contributed to the decrease of the Client satisfaction (CSI) 80 69.03 73.29 73.39 78.24 77.50 2002 2003 2004 2005 60 40 20 0 2001 Same as in previous years, the quality of external services provided to clients is monitored on an ongoing basis. Major attention is paid to the survey of client satisfaction with services. Telephone surveys showed that bank clients appreciated the 41 quality of services, expressed in terms of the Customer Satisfaction Index (CSI). In 2005, its value slightly decreased year-onyear by three quarters of a point to almost 77.50 (the maximum being 100 points). The level of customer satisfaction has became part of the employee motivation system since 2004. Czech Republic, but also on our Central European neighbours, the European Union and the United States. In all these regions, the Economic and Strategic Analyses Department closely monitors economies and ratios and makes prognoses thereof in relation to currency, interest rate and stock markets. Česká spořitelna also continued in its efforts to improve the quality of internal services which is regularly measured using the ‘Service Level Index’. Internal clients’ satisfaction is seen by the Bank as the key for the ability to provide quality services. The Bank continued improving the quality of internal services; the SLI index rose year-on-year from 72.64 by more than one point to 74.01. The measurement methodology remained unchanged during 2005 to achieve the maximum index level. EU Office of Česká spořitelna For the fifth year, the service quality team, the ombudsman team, was involved in identifying and dealing with specific suggestions from clients which were not resolved at the counter. On the basis of these suggestions, the ombudsman team proposed a series of corrective measures and system changes. In 2005, the ombudsman team collected and addressed almost 5,500 customer complaints. The ombudsman team also continued analysing the substance of complaints obtained from the Client Centre, the branch network and subsidiaries. They help set the parameters for making refinements to an array of services to make their use by clients easier and more effective. An increase in the total number of collected complaints is evidence of the continued interest of customers in the events in Česká spořitelna and in the quality of services, and also of the Bank’s ability to address these issues. Economic and Strategic Analyses The client orientation of Economic and Strategic Analyses of Česká spořitelna again strengthened in 2005. A team of analysts processes information provided on the Bank’s website under the analytical reports section and online data service (www.csas.cz/analyza). The group of analytical reports was expanded to include a tenth regular report which focuses on the market with oil and oil derivatives. The Economic and Strategic Analyses Department prepares background documentation to assist customers in decisions about business-making and investments and for the decision-making process of various sections of Česká spořitelna. The team focuses not only on the 42 The purpose of the EU Office of Česká spořitelna is to monitor, analyse, and inform about current events in the European Union within the bank’s internal communication and inform the clients and the general public about these events in regular reports. The EU Newsletter received a grant from the Office of the Czech Government as one of the best local media informing about the European Union. In addition to the EU Newsletter, the EU Office publishes Short Notes, which immediately respond to major impulses from the European Union. During 2005, the EU Office presented itself on several seminars and conferences in the Czech Republic and abroad, such as the conference on the Lisbon strategy, organised in April 2005 within the Luxembourg summit under Luxembourg’s chairing to the EU bodies. The Bank’s own publication activities significantly increased, as well as the frequency of quotations in press, radio and television. In the first half of 2005, ČS’s EU Office was one of the main authors participating in the preparation of two chapters of the governmental Economic Growth Strategy, which has become the key strategic economic basis for other governmental EU-related activities. During 2005, the EU Office also launched an intense cooperation with the governmental Section for Information about European Issues and made significant progress in relation to consulting and advisory activities on a regional level. The EU Office also started offering information products in English, which serve foreign clients of Česká spořitelna and are used within the whole Erste Bank Group. Project Management Česká spořitelna’s projects form an important element of the complex development and improvement in the quality of services. Projects that took place or are currently underway in the Bank are focused on developing business activities, sharing synergies with the whole Erste Bank Group, The Macroeconomic Framework for Česká spořitelna’s Business Report on Performance and Business Activities Consolidated Results of Operations Strategic Plans for the Year 2006 and strengthening the Bank’s infrastructure, as well as complying with applicable legislative requirements and international regulations. One of major projects for Česká spořitelna clients was CIC III, which brought a number of new functionalities of electronic banking designed for retail and corporate clients. Retail clients of the Bank can use new functionalities of Service 24, corporate clients can benefit from new internet banking project entitled Business 24. In 2005, the successful project Hypotéky (mortgages) continued within which 14 mortgage centres were made available. Česká spořitelna continues expanding its Data Warehouse. From the data warehouse, information for the sales area of the Bank are drawn, as well as data necessary for the fulfilment of obligations arising from regulatory regulations. A major one of them is the Anti-Money Laundering Act and the continuous implementation of Basle criteria. Česká spořitelna participated in other significant New Group Architecture projects launched in the Erste Bank Group in 2004. The output of this project is represented by coordinated activities in business areas, such as consumer credits, card strategy, and many others. Attention has been given to coordination of activities supporting the banking operations, for example, in the IT sector or central procurement. Information Technology (IT) The principal objectives of all IT areas involve supporting and taking an active part in the implementation of the Bank’s key development activities with the objective of putting in place a flexible and stable IT environment facilitating the implementation of the Bank’s set business strategy while optimising operating expenses. In the legislative area, work continued on the Basel II project with the goal of implementing risk management within the Group in compliance with the planned requirements of the Czech National Bank and with the standards agreed to with Erste Bank. The AML project addressing the fulfilment of requirements for measures against legalisation of proceeds from criminal activities (anti-money laundering activities) continued in the form of implementation of a complex AML information system, which will be fully compliant with international and Czech legislation. The Bank also developed a data warehouse, providing for data extract for purposes of Basel II and AML. The process of optimisation of IT and other costs continued in the form of centralisation of selected activities within the Group (such as central SAP for subsidiaries). In connection with SAP, centralisation at the level of Erste Bank is under way – the APO module for cash management was the first one to be migrated. New products were successfully launched in backend applications in the area of sporogiro accounts (Senior, Xtra konto, Exclusive konto); bank statements were modified so as to better comply with client requirements; the new module enables the monthly recording of interest; also, on-line authentication of credit transactions (ATM, POS) was put into pilot operation. The Bank successfully completed a challenging Central Starbank project, involving the centralisation of the originally decentralised system for management and administration of current accounts, loans, overdrafts and term deposits. In connection with CRM, integration with data warehouse was intensified and, owing to the transition of a new version, the system was stabilised, fully in compliance with the user requirements on the provision of customer tailored services. At the same time, the Application Scoring project for private individuals and its integration with CRM, CPS and ODS continued based on online communication via Tuxedo middleware, scheduled for implementation in early 2006. Traditionally, great attention was paid to distribution channels. GSM banking was made available to the Bank’s clients within Servis 24; the Bank’s offer was expanded by products of Penzijní fond ČS and Stavební spořitelna. Other activities in this area include the increase of the robustness of the whole system and level of security (SMS authorisation, graphic virtual keyboard). The credit card project continued with the aim to implement a new system in 2006. Given the enormous growth of the number of credit cards, it was also necessary to ensure sufficient capacity of the current system. In 2005, a charge back module was implemented. The Loyalty Programme for payment cards was interconnected with eCommerce and the Bank ensured that chip cards are accepted by ČS’s ATMs. 43 In the area of central systems, the Unix/Oracle environment was consolidated due to the necessity to comply with requirements for Servis 24, Basel II, AML, DON, eCommerce and other. The applications operated on big hall IBM computers connected to alternative distribution channels began working in 7x24 schemes. Ensuring the security of parameters required by sales departments (availability, response period, etc.) involves the preparation of the monitoring system, which should enable the ongoing monitoring of defined service parameters. The aim is to ensure the measuring of quality of IT services with gradual transition to the measuring of quality of sales activities. The analytical phase of WAN III was completed, whereby the concept of acceleration of data network was defined and telecommunication service providers were selected. The key objective is to increase the WAN data network thereby improving the environment for the operation of application equipment at the branch network of Česká spořitelna. In order to optimise IT costs within the Erste Bank Group, the process of integration of IT development units within the whole group was launched. A similar process was applied in other IT areas – IT operation and decentralised systems. Security Policy The Bank attaches a great deal of importance to the security policy. The Bank operates an independent and stand-alone security department which has been charged with overseeing financial security, investigating incidents of operational risks, maintaining IT security and physical security. The Bank’s operations in these areas are primarily focused on preventing all negative phenomena which jeopardise the security of staff, clients and assets of the Bank. Major attention has been given to the issues of preventing money laundering, the financing of terrorism and execution of international sanctions; the system set in this area conforms to the applicable legislation, requirements of regulatory bodies and international standards. The security policy monitoring the mitigation of operational risk – in particular the potential criminal activity of clients or employees of the Bank and the impact thereof on the Bank’s costs, is a priority reference point in evaluating and administering warnings in software applications, in assessing methodological procedures and evaluating new development projects in the Bank. In 2005, Česká 44 spořitelna initiated a security integration project for physical and technical security. The aim is to fully centralise physical security at the required level, ensure that it is financially stable with the primary goal being the protection of life and health of the Bank’s staff and clients and its assets. Internal Audit Internal audit at Česká spořitelna is an independent, objective, assurance and consulting activity designed to add value and improve the Bank’s processes. It helps the Bank accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control, and governance processes. In all of the Bank’s functions, Internal Audit monitors processes and activities, reviews the implementation of actions highlighted by internal and external audits and reviews. In 2005, Internal Audit provided the Bank’s management, Audit Committee and Supervisory Board with objective information and assurance on the level of risks faced by the Bank. Partnerships Česká spořitelna is aware of its commitments to the public. As a company with corporate social responsibility, it feels moral obligation to assist and participate in public projects related to culture, education, sports, and social and charity events. Key cultural events supported by Česká spořitelna in 2005 traditionally included classical music festivals – the Prague Spring International Music Festival, the ‘Smetanova Litomyšl’ International Opera Festival, and also recently the Český Krumlov International Music Festival. Contemporary music projects supported by ČS included the Colours of Ostrava festival, Colour of Music, the Khamoro Gypsy Music Festival, and the Respect Festival. Česká spořitelna has been a long-term partner of the Czech film industry. The Bank participated in the Finále Plzeň Festival of Czech Films, the Jihlava International Documentary Film Festival and the Famufest student film festival. In 2005, the Bank again supported the Vinohrady Theatre and a number of other regional theatres and the Prague Theatre Festival of German Language. In the area of education, Česká spořitelna cooperated with the Prague School of Economics and the Chamber of Commerce, supported the Secondary The Macroeconomic Framework for Česká spořitelna’s Business Report on Performance and Business Activities Consolidated Results of Operations Strategic Plans for the Year 2006 School Professional Activity (SOČ) and the Eurorebus project or the schola ludus project (school as a game). The key sport event supported by the Bank is the project Wheel for Life. This series of 17 regional mountain bike competitions enables the public to experience a wide range of tracks, active outdoor activity, recreational bikers can experience a joint event with professional bikers and the youngest can compete in tracks of different length. Wheel for Life brings together a favourite sport activity, cycling, and the Bank with the highest number of clients. Česká spořitelna is also a long-term general partner of the Czech Junior Tennis Team, the Czech Athletics Federation and, since 2005, the Czech Golf Federation. Through its foundation, founded in 2002, the Bank supported charitable projects particularly in the social sphere. The Česká spořitelna Foundation (Nadace České spořitelny) cooperates with non-profit organisations such as civil associations, public service organisations, foundations and foundation funds. Financial donations of the foundation were granted in 2005 to long-term partner organisations, such as such the Czech Catholic Charity (social and charity activities targeted at abandoned mothers with children in need, drug addicts, physically or mentally disabled people), the VIA Foundation (with the assistance of the ČS Foundation, it implemented a third programme “We assist people in improving their life environment”, involving the maintenance of public places, playgrounds and parks), Život 90- občanské sdružení (Citizens’ Association for Life 90- which assists senior citizens and deals with active lifestyle of older people; the ČS Foundation facilitated the expansion of the Areíon emergency care), and the Sananim Society for the prevention and treatment of drug addiction in young people (the Foundation supported the programme of prevention and treatment of young mothers with children in the Daily Support Centre in Prague 7 and the Therapeutic House in Karlov). The Foundation also continued its cooperation with the Institute of Finance and Administration, Tereza Maxová Foundation and the Mamma Foundation Fund. Česká spořitelna also makes efforts to involve its clients in charity activities. In spring 2005, the Bank granted part of its income from card transactions to the Mamma Foundation Fund. Since November 2005, clients receiving points for card payments within the loyalty card bonus programme have been able to donate these points to charity. 45 Strategic Plans for the Year 2006 STRATEGIC OBJECTIVES Česká spořitelna‘s vision is to be the first choice bank for all client groups. • Through the excellent performance of our employees, we provide superb advice, help and service to our clients; • Through superb advice, help, and services to our clients, we provide extraordinary returns to our shareholders; • Through extraordinary returns to our shareholders, we provide a challenging and rewarding environment for our employees; and • Through extraordinary returns to our shareholders, we help in the development of the communities where we do business. Česká spořitelna‘s mission is to be the financial services provider enabling all our clients to achieve their specific wishes and needs. In order to achieve this vision and mission, Česká spořitelna‘s strategy entails the following: • Providing high quality products and services building customer satisfaction, loyalty, and multiple products per household; • For consumers, providing a full range of products and channels creating competitive advantage due to our physical and remote presence and the quality of our staff; in particular, building competitive advantage in housing, wealth management, and sales and service capabilities; • For commercial clients, through our professional staff and full range of services, offering a complete relationship to large corporations, small- and medium- sized enterprises (SMEs), micro-businesses, public entities and non-profits; • In information technology, improving efficiency and building platforms to support customer and professional staff through rapid product and project delivery and ease of use for clients and staff; and • In brand management, expanding customer understanding of Česká spořitelna‘s relationship capabilities and educating clients about financial services. In these strategic components, Česká spořitelna‘s goal is to increase revenues at rates near 10 percent and expenses in the 3 to 5 percent range. The strength of the Czech economy and the under-penetration of financial products necessitate continued investment in people, products, services and infrastructure 46 in order to implement Česká spořitelna‘s strategy and taking advantage of attractive market conditions. MACROECONOMIC FORECAST The Business Plans and Budget for 2006 are based upon the following macroeconomic forecast: • Continued strong economic growth in the Czech Republic; • Moderate inflation; • Declining rate of unemployment; • Relatively low interest rates; and • Further moderate strengthening of the CZK/EUR exchange rate. BUSINESS POLICY In 2006, Česká spořitelna’s Business Divisions have the following business priorities: Retail Banking Mortgage loans will continue to be the priority growth product of Retail Banking. The Bank expects the market to grow and develop further; innovations will include the introduction of e-mortgages and products for foreign clients. Marketing support will be developed to enhance growth in consumer loans and innovations in sales techniques; for example, we have already introduced a loan agreement which can be signed on the client’s very first visit to the branch. In all client segments, the Bank will support alternative distribution channels with the aim of satisfying client‘s increasing demands for 24 hour availability. In the card business, chip cards will be introduced, and support will be given to achieve further growth in the number of credit cards and in the use of cards for cashless payments; the Bonus Programme will be further developed to grow card usage. Also, the introduction of purchasing and prepaid cards is planned, as well as debit cards for foreign currency accounts and greater security for electronic card payments over the Internet. Wealth creation will receive increasing emphasis as the emerging middle class seek to diversify their savings and investments; further education and certification of staff, marketing support and an open fund architecture are planned. Corporate Banking Regarding large corporations, the Bank’s attention will focus on satisfying the increased sophistication of clients through Report on Performance and Business Activities Consolidated Results of Operations Strategic Plans for the Year 2006 Risk Management in 2005 customised products and providing interconnected types of products and services. The goal of our professional staff is to be the first choice bank for the most significant domestic and foreign companies and the local bank for supranational corporations and their Czech subsidiaries. For SMEs, the Bank has developed a strategy of providing its clients with comprehensive services. Aside from SMEs‘ traditional banking products, it will offer SME clients other financial services, such as factoring; leasing; insurance; advice and support for clients in company management in obtaining subsidies and using EU funds; etc. The Bank will continue to implement programmes from European financial institutions (the European Investment Bank and the European Investment Fund) focused on increasing the availability of financing for this segment. Simplification and optimisation of bank internal processes will speed up service and financing, creating a competitive advantage for Ceska sporitelna. debt-securities and deposits) and investment consulting. The Bank’s attention will be given to ensuring that a comprehensive offering of products is made available on one retail platform, including the possibility of telephone orders through the Client Centre. A targeted campaign will lead to the strengthening of Česká spořitelna’s image as a bank providing financial market services to corporate clientele with highly professional experts. ANTICIPATED ECONOMIC AND FINANCIAL POSITION Given the continuing environment of low interest rates and strong economic growth, Ceska sporitelna will focus in 2006 on continuing to improve the quality of services and products across the Financial Group, on further growing the volume and number of loans to all client segments, and on increasing efficiency through thoroughly managing operating costs and making highly selective investments. Financial Markets In the year ending 31 December 2006, Česká spořitelna projects a year-on-year increase in Net Profit of no less than 10%, Return on Equity (ROE) exceeding 20%, and Cost/Income Ratio is anticipated to drop below 54%. The planned increase in Net Interest Income of 7 to 10% is based on the assumption of a continuing moderate increase in interest rates throughout 2006. Fee and commission income should grow approximately 5%, due to the increasing number and volume of transactions. The Bank anticipates that the volume of personnel costs will decline slightly, as compared to 2005, due to staff reductions made in the latter half of 2005 and in 2006. Purchased deliverables will reflect the expected development in inflation and the increasing business demands of the Bank. The expected moderate increase in depreciation/amortisation charges for tangible and intangible assets in 2006 is linked to the necessary investments in banking technologies and projects in previous years. The goal of Financial Markets is to maintain a leading position among domestic market makers. The Bank will continue to focus on the development of services for financial institutions and enhance its position as a significant regional financing partner through bond and stock issues. Significant growth in retail and corporate lending restricts the room within which the Bank can make its own financial investments. As such, the potential areas for growth include mid-term structured products (premium Ceska sporitelna expects its Consolidated Total Assets to grow by 5 to 10% in 2006. The Bank plans to realise an increase in loans to clients by approximately 15 to 20%. The planned increase is related to the implementation of Česká spořitelna’s strategic plans to improve the ratio of client loans and deposits. With respect to liabilities, the Bank expects an increase of client deposits of approximately 3 to 5% in 2006. For real estate clients, the Bank will continue its strategy as a provider of comprehensive financing and bank services for developers and investors. The Bank expects its participation in real estate funds to expand. Česká spořitelna will continue to pursue two main lines of development in the real property market: as a bank for professional investors and developers, and as a bank for financing housing needs. Česká spořitelna plans to be the leading bank in financing housing co-operatives and condominiums. In providing services to the public and non-profit sectors, Česká spořitelna‘s goal is to hold its leading position on the market, to enhance its participation in infrastructure and environmental projects, and to become more involved in services provided to foundations. 47 Risk Management in 2005 One of the key elements of the Bank’s internal management and control system is its risk management processes. As a result of its business and other activities, the Bank is inevitably exposed to a variety of risks, such as credit, market, liquidity, and operational risks. Česká spořitelna gives great attention to risk management commensurate with its size, complexity and the number of products and business activities and other operations. The Bank has a risk management strategy in place, approved by the Board of Directors, consisting of risk management principles including risk identification, monitoring and measuring processes as well as sets of limits and restrictions. Through the adoption of these principles the Bank maintains its risk exposures at an acceptable level, thereby keeping its management processes effective. The following departments at Česká spořitelna are involved in managing risk: • The Central Risk Management Department which is primarily responsible for market and operational risks and for managing risks taken by the whole Česká spořitelna Group on a consolidated basis; • The Credit Risk Management Department which assumes responsibility for credit risk within the Group; and • The Balance Sheet Management Department which manages interest rate risk inherent in the banking book and liquidity risk based upon the decisions of the Assets and Liabilities Management Committee. In addition to the Board of Directors, approval authorities relating to risk management rest with the following committees: • The Assets and Liabilities Management Committee; • The Credit Committee of the Board of Directors of Česká spořitelna; and • The Financial Markets and Risk Management Committee. CREDIT RISK The Bank takes on exposure to credit risk which is the risk that a counterparty will be unable to pay amounts in full when due. In managing credit risk, the Bank applies a unified methodology which is adopted on a Group-wide basis and sets out applicable procedures, roles and authorities. The lending policy includes: • Prudent credit process guidelines, including procedures for the prevention of money laundering and fraudulent activities; • General guidelines regulating the acceptability of client seg- 48 ments on the basis of their principal activities, geographical areas, maximum maturity period, product and purpose of the loan; • Principal framework of the rating system and of setting up and revising borrower rating; • Basic principles underlying the system of limits and the structure of approval authorities; and • Rules of loan collateral management. In 2005, the Bank placed great emphasis on enhancing the efficiency of the collection of data essential to the risk management process and replaced its existing data collection system with a more comprehensive solution involving a data warehouse, while the responsibility for data processing has remained with the Risk Management Department. This solution is highly flexible when developing analyses drawing on a unified, group-wide source of data. The collected data allows the Risk Management Department to have detailed control over the Bank’s individual exposures to all its clients. The quality of data significantly improved, which provides a better basis for its utilisation in recovering debts, valuing exposures and determining losses. Rating is perceived as one of the key risk management tools. Assessing the borrower is an obligatory part of every loan approval process or when making major changes to lending terms. The assessment takes into account the borrower’s financial position, identified weaknesses (such as management, competitiveness) for corporate clients, or social demographic indicators for retail clients. The Bank uses a 13+R rating scale for all clients with the exception of retail clients-private individuals (8+R) where ‘R’ means client in default. All information essential for assessing clients is collected and stored centrally. Revisions of the rating and identification of the approval level are an integral part of such information. The information is processed by a statistical software. Regular reviews and back-testing of statistical models are performed at least on an annual basis. For the purposes of making regular updates of the client rating, the Bank has implemented behavioural scoring which is based on the client’s account history and loan repayment ability with respect to all of its exposures to the Group. The rating based on behavioural scoring reflects the risk attributable to the client as well as the receivable. The rating of retail clients also Strategic Plans for the Year 2006 Risk Management in 2005 Other Information for Shareholders strengthened the Bank’s position by allowing it to control its risk exposures during an accelerated lending process. Modification of the rating tools technology applied in respect of corporate clients resulted in a more flexible environment in 2005 facilitating the introduction of scorecards and centralisation of data collection. Another upgrade of rating tools is planned for the clients of the small and medium-sized business segment where behavioural scoring is scheduled to be implemented in early 2006. Rating tools for municipalities also underwent changes, both in the technological environment and by introducing scorecards. The new rating instrument is linked to the public administration’s financial information system, which expands the availability of data for risk management of all municipalities in the Czech Republic. During 2005, the Bank tested a pilot operation of a newly developed rating tool for special loans. The testing primarily focused on data collection and on client customisation of the technological environment. The Bank uses in its internal model risk rates such as the probability of failure, loan losses and loan conversion factors. Improvements made by the Bank in 2005 primarily related to the quality of the input information referred to above and the development of models for setting up risk parameters taking into account the current portfolio structure. The Bank also expanded statistical-method-based calculation tools based on the historical data sampling method. A partial objective in this area is to obtain detailed information about stress behaviour and potential sensitivity of the principal segments of the portfolio. In addition to the overall objective of updating the estimation processes to the level matching the Basel II concept, the Bank creates an environment facilitating quantitative portfolio management. At present, the Bank refers to risk parameters in monitoring and measuring portfolio risks. In 2005, the Bank began to make greater use of risk parameters obtained through rating tools, collection of data on defaulted loans and loss loans and the subsequent calculation of risk parameters. At present, portfolio risk measurement and management involves managing the coverage of risk through loss loan provisioning, managing concentration risk via a system of large exposure limits and the credit Value at Risk (VaR) technique. During 2005, the Bank launched the pilot operation of the calculation of risk weighted assets and the capital requirement for credit risk under new Basel II rules. Beginning 1 January 2005, the Bank has implemented a provisioning policy in accordance with IAS 39 Revised. The policy is based on two components, namely individual and collective losses. Individual losses represent the losses arising from individually impaired receivables. Impairment of a receivable is identified based on loss making events that can be ascertained individually. Impairment of non-retail receivables and retail receivables with a value exceeding CZK 5 million is measured on an individual basis taking into account the present value of expected future cash flows using the original effective interest rate of that receivable. The level of impairment of retail receivables is determined using the provisioning matrix based on the classification of the receivable and the segment it belongs to, where the classification represents the ascertained status of impairment or an event. Each individual component of this matrix is derived from historical experience with defaulted receivables and the potential recoverability of similar types of receivables. All exposures are revalued on a monthly basis depending on whether a loss making event occurred. The collective losses component reflects the aggregate impairment of assets which are not impaired individually. Aggregate impairment covers collective losses arising from internal or external loss making events. Loss making events are measurable and identifiable in relation to the current portfolio. The extent of impairment reflects the Bank’s expert estimate as to the sensitivity of the public to loss making events. The Bank manages the loan portfolio concentration risk through a system of large exposure limits. In 2005, the Bank began to report in its regular management statements results of the credit VaR technique in respect of the portfolio of the biggest debtors. Large exposure limits are defined as the maximum exposure that the Bank may accept in respect of a client with a given rating and underlying collateral. In setting the system of limits, the Bank strives to protect its revenues and capital from risk concentration. Risk concentration is measured as the capital required for the given portfolio. The credit VaR technique is based on the simulation of a potential development of debtors using the Monte Carlo method which draws upon the Bank’s internal experience with debtor failures and the related correlations. The function of a loss affecting the impairment of a portfolio for the relevant scenario is based upon regulatory rules for the measurement and calculation of provisions against receivables in default. 49 One of the successes achieved in 2005 involved the implementation of the prototype of the tool for calculating the capital requirement for credit risk based on the new Basel II rules. In the latter half of 2005, as part of the implementation process, this tool was subject to comprehensive testing and set to comply with internal requirements and changes in applicable regulations. In late 2005, the pilot calculation of risk weighted assets and the capital requirement was launched. The first output was presented to the Bank’s management together with the closing results for 2005 and the 2006 forecast. The year 2006 is expected to see the finalisation of the setting and finetuning of calculations, specifically in respect of double defaults and assets held for trading. MARKET RISKS Market risks undertaken by the Bank principally relate to transactions in financial markets which are traded in both the trading and banking books, and interest rate risk associated with assets and liabilities in the banking book. Trading book transactions in the capital, money and derivative markets can be segmented as follows: • Client quotations and client transactions, execution of client orders; • Interbank market quotations; • Active trading in the interbank market; and • Distribution of financial market products to small clients. Derivative transactions are also entered into to hedge against interest rate risk inherent in the banking book and to refinance the gap between foreign currency assets and liabilities. Market risk inherent in the trading book and banking book is monitored and measured by the Central Risk Management Department, which is independent and separate from the Financial Markets Division, to ensure that the reported data and risk measurement is correct and free from bias. All limits for market risks inherent in the trading book are proposed by the Central Risk Management Department and business departments, and approved by the Financial Markets and Risk Management Committee. The set of market limits need to comply with the maximum risk exposure (measured via the VaR method) as approved by the Bank’s Board of Directors and also need to be confirmed by the parent company, Erste 50 Bank. The VaR method is used to quantify aggregate risk with respect to the banking book as well as the Bank’s subsidiaries, following specific procedures modelling the behaviour of assets and liabilities in those portfolios. In order to measure the interest rate risk exposure in respect of financial market transactions, the Bank uses the ‘PVBP gap’ defined as a matrix of interest rate sensitivity factors by currency for the individual portfolios of interest rate products. These factors measure the portfolio market value sensitivity with a parallel shift of the yield curve of the relevant currency within the predefined period to maturity. The system of PVBP limits is set in respect of each interest rate product trading portfolio by currency. The limits are compared to the value that represents the greater of the sum of the positive PVBP values or the sum of the negative PVBP values in absolute terms for each period to maturity. By adopting this approach, the Bank manages not only the risk attached to a parallel shift of the yield curve, but also any possible ‘flip’ of the yield curve. A limit for the simple sum of PVBP values is set for major currencies such as CZK, EUR, USD. With regard to currency options, the PVBP limits also include the rho and phi equivalents. In addition, the Bank monitors other special limits for interest rate option contracts, such as the gamma and vega limits for interest rates and their volatility. The sensitivities of foreign currency derivative contracts to foreign exchange rate movements are measured in the form of delta equivalents and are reflected in the Bank’s foreign currency position. The Bank monitors special limits for foreign currency option contracts, such as limits for the delta equivalent sensitivity to the exchange rate change in the form of the gamma equivalent, and limits for option contract value sensitivity to exchange rate volatility in the form of the vega equivalent. In addition, the Bank monitors the sensitivity of value to the period to maturity (theta) as well as interest rate sensitivity (rho) which is measured, together with other interest rate instruments, in the form of PVBP. The equity risk of the trading book is monitored using the delta sensitivities of portfolio market values to equity price movements both by equity issue and in aggregate for each of the markets and the entire portfolio. The Central Risk Management Department uses other sophisticated procedures to assess the value and risks inherent in Strategic Plans for the Year 2006 Risk Management in 2005 Other Information for Shareholders structured products whose explicit valuation is not feasible. Monte Carlo is the most frequent method used to simulate the probability distribution for the price and prospective development of complex transactions. In this respect, the Bank cooperates closely with the parent company, Erste Bank. • Value at Risk with a confidence level of 99.8 percent (the worst historical scenario over the series of the most recent 500 scenarios); and • What-if scenarios as proposed by the Analysis Department on the basis of the most recent macroeconomic situation. In order to measure market risk inherent in the trading and banking books on an aggregate basis, the Bank uses the Value at Risk concept. Value at Risk is calculated with a confidence level of 99 percent over the holding period of one trading day. The calculation is performed using the KvaR+ system and historical simulations based on historical data over the most recent 500 trading days. VaR limits are established for individual trading desks/portfolios. The VaR method is complemented with ‘back testing’ which is designed to review the model for correctness. Back testing involves comparing daily estimates of VaR to the hypothetical results of the portfolio on the assumption that the positions within the portfolio remain unchanged for one trading date. Back testing results have, to date, confirmed the correctness of the setting of the VaR calculation model. Stress scenario results are compared with the Bank’s capital allocated pursuant to the standard CNB methodology and the new internal capital model for calculating capital requirements from market risks. Following an approval by the Czech National Bank (ČNB), the Value at Risk concept is also used to calculate the capital requirement in respect of foreign currency risk, general interest rate risk, general and specific equity risk and risk associated with trading book option contracts. The review and approval of the model by the Czech National Bank and Internal Audit involved examining both the quantitative requirements and qualitative aspects of risk management. The Bank has been using its internal model to calculate the capital requirement in respect of market risks, as the only bank to do so in the Czech Republic, since 31 December 2003. Value at Risk calculations are also applied in assessing the risks inherent in the asset portfolios of the Bank’s subsidiaries (for Penzijní fond ČS and Pojišťovna ČS) and in assessing market risks in the banking book of Stavební spořitelna ČS using special models for the mapping of the Bank’s balance sheet. The Bank’s trading book undergoes regular monthly stress testing. The following scenarios are applied: • Scenarios derived from 10-15 year historical data using maximum positive and negative changes (one-day and ten-day) for interest rates, equity prices, exchange rates and volatilities separately; In addition to sensitivity and VaR limits, the Bank has established and monitors, on a daily basis, stop-loss limits for individual trading desks. The monthly stop-loss limit is compared to the current monthly result of the relevant trading desk; the annual stop-loss limit is compared to the difference between the best result (realised and unrealised profit) in the relevant year and the current result of the trading desk. The Risk Management Department also monitors market conformity of transactions entered into on financial markets with the objective of detecting market manipulations and preventing operational risks. Guidance on sensitivity, VaR and stop-loss limits together with the method of determination of the limit and measures to be taken if the limit is transgressed, is given in the Bank’s internal regulation, the Risk Management Manual, which forms part of the Risk Management Strategy in terms of the CNB Regulation 2/2004 on Internal Management and Control System at Banks. INTEREST RATE RISK The Bank manages interest rate risk inherent in the banking book by using the following techniques: simulation of net interest income, sensitivity of net interest income to changes in market interest rates (parallel/non-parallel discreet shift in yield curves, stochastic simulation of the yield curve), simulation of changes in the theoretical market value of the banking book when a market yield curve shifts by +100 basis points (including key rate duration), duration, and gap analyses. The most recent interest rate risk exposure undertaken by the Bank is assessed on a monthly basis by the Assets and Liabilities Management Committee within the context of the 51 overall developments in financial markets, the Czech banking sector, and structural changes in the Bank’s balance sheet. The key parameter monitored in respect of the Bank’s interest rate sensitivity involves the relative change in the Bank’s projected net interest income should the market interest rates immediately show a parallel decrease/increase by +100/-100 basis points over the horizon of the following 36 months on the assumption of a stable balance sheet structure (ie, the product structure of assets and liabilities). At the end of 2005, the sensitivity of the Bank’s net interest income to a parallel increase in market interest rates of 100 basis points was 3 percent (in other words, if the market interest rate levels increased by 100 basis points, Česká spořitelna’s net interest income over a period of three years would increase by 3 percent. If market interest rate levels decreased by 100 basis points, the sensitivity of net interest income was 4 percent. The sensitivity’s asymmetry has been attributable to the low absolute level of market interest rates: should market interest rates fall further, the Bank is unable to decrease the client deposit interest rates any further (negative deposit interest rates cannot be applied). LIQUIDITY RISK Liquidity risk is the risk that the Bank will encounter difficulties in meeting its financial commitments when they fall due, or in raising funds to finance its assets. The Bank’s liquidity position is monitored and managed based on expected cash inflows and outflows and by adjusting interbank deposits and loans accordingly. In terms of liquidity management, the key trend for the year ended 31 December 2005 involved the continued growth of the volume of medium-term and long-term assets, particularly client loans (mortgage loans, retail loans). The volume of client deposits rose by approximately 7 percent year-on-year. Both trends resulted in the relatively stable current liquidity ratio (see the following table) throughout 2005. The current liquidity ratio is defined as the proportion of assets readily convertible to cash and a significant portion of liabilities. For illustrative purposes, the assets readily convertible to cash as of 31 December 2005 amounted to CZK 59 billion, the denominator used in calculating current liquidity included CZK 400 billion in liabilities. Current Liquidity Ratio in 2004 and 2005 31 March 30 June 30 September 31 December 2004 41.23% 24.44% 20.76% 15.51% 2005 21.94% 17.61% 19.73% 14.86% OPERATIONAL RISKS In accordance with the draft Regulation of the Czech National Bank giving guidance on internal control and management systems of banks, the Bank defines operational risk as the risk of loss arising from the inappropriateness or failure of internal processes, human error, or system failure, or the risk of loss resulting from external events. The Bank’s management is informed of developments in, and levels of operational risks at regular intervals. Česká spořitelna uses a ‘Risk Book’, developed by the Risk Management functions and Internal Audit, as a tool to unify risk identification for the purposes of the whole Česká spořitelna Financial Group and to standardise risk categorisation, the aim being to achieve consistency in risk monitoring and assessment. 52 In the context of implementing the new capital adequacy concept under Basel II, Česká spořitelna is preparing for the implementation of the most advanced technique for calculating the capital requirement from operational risks including qualitative requirements applicable to the management of such risk. The Bank has continued in developing a software application that is used not only to collect data on operational risk with a view to quantifying operational risks and calculating the capital requirement but it also serves as a database of valuable information for managing risk, preventing recurrences of operational risks, and streamlining the processes for harmful event record-keeping including insurance claims and payment. Information about operational risk incidents in the Česká spořitelna Financial Group is assessed at Strategic Plans for the Year 2006 Risk Management in 2005 Other Information for Shareholders regular monthly intervals in terms of the frequency and level of financial losses for individual departments, products and types of operational risks. With regard to any negative trends, specialist groups are called to deal with the incidents and revise work procedures to mitigate the impacts of operational risks. The collection and assessment of data regarding improper dealings on the part of the Bank’s clients is of specific importance to prevention. Česká spořitelna does not rely only on the data obtained from real operational risk events in assessing and managing operational risks. Another valuable source is the expert views of the management regarding risks in their areas of concern. The internal risk assessments are collected and expert risk scenarios are evaluated twice a year. A tool of importance in mitigating losses arising from operational risks is the Bank’s insurance programme which was put in place in 2002. This programme involves insurance of property damage as well as risks arising from banking activities and liability risks. On 1 March 2004, the Bank joined the Erste Bank Group joint insurance programme which substantially expanded the Bank’s insurance protection specifically with regard to damage that may materially impact its profit or loss. Česká spořitelna is perceived as the leading Czech bank in the monitoring and management of operational risks. Drawing upon its experience in the management of operational risks, Česká spořitelna is actively involved in a joint project of the Czech National Bank, the Czech Banking Association, and the Czech Chamber of Auditors on the implementation of new regulatory rules ensuing from Basel II in respect of operational risks. MCZK* Capital adequacy 2005 CAPITAL ADEQUACY At the end of 2003, the Bank revised its methodology for calculating the capital requirement in respect of foreign currency risk, general interest rate risk, general and specific equity risk and risk associated with trading book option contracts on the basis of the Czech National Bank’s approval of the Bank’s request for the use of its internal model according to CNB Notice 333/2002. The internal model for calculating the capital requirement on the basis of the VaR method has been in place since 31 December 2003. The model has contributed to a non-negligible decrease in the capital requirement in respect of the trading book. Česká spořitelna’s capital adequacy exceeded 8 percent as required by the Czech National Bank in 2005. The increasing volume of client loans necessitated the strengthening of regulatory capital of the Bank through the issuance of subordinated debt. The Bank issued subordinated debt at an aggregate nominal value of CZK 3 billion in 2005. The debt will mature in ten years and the Bank has an option for premature repayment of the debt after the elapse of five years. On a year-on-year basis, capital adequacy decreased from 8.97 percent at the 2004 year-end to 8.70 percent at the same date a year later (unconsolidated figures under Czech National Bank rules). The change in the capital adequacy ratio was marginal in 2005 as the increasing capital adequacy requirements arising from increased client lending were offset by the inclusion of retained earnings brought forward from 2004 in regulatory capital (CZK 2.6 billion) and the issuance of the subordinated debt referred to above. 2004 2003 2002 2001 8.70% 8.97% 10.30% 12.85% 15.06% 27,260 24,301 21,910 22,583 20,184 Tier 2 and Tier 3 2,998 1,047 1,258 7,693 7,475 Sum of deductible items 6,413 6,301 5,032 5,350 1,415 Total capital 28,176 23,297 22,115 24,926 26,244 Capital requirement A 24,489 19,055 15,664 14,035 12,641 Capital requirement B 1,426 1,713 1,506 1,481 1,302 306,107 238,193 195,796 175,432 158,007 Tier 1 Risk weighted assets * Figures reported under Czech National Bank rules in CZK million. 53 Other Information for Shareholders Structure of shareholders of Česká spořitelna as of 31 December 2005 Ownership percentage Structure of shareholders of Česká spořitelna as of 31 December 2005 Share of voting power 1,57% Municipalities and local governments of the Czech Republic 0,00% Municipalities and local governments of the Czech Republic 97,98% Erste Bank der oesterreichischen Sparkassen AG, Graben 21, Vienna, Austria 99,52% Erste Bank der oesterreichischen Sparkassen AG, Graben 21, Vienna, Austria 0,45% Other legal and individuals 0,48% Other legal and individuals The members of Česká spořitelna’s Board of Directors and Supervisory Board held no shares in Česká spořitelna as of 31 December 2005. INFORMATION ON THE ACQUISITION OF TREASURY SHARES AND SHARES OF ERSTE BANK • Marketability of shares: Shares are not traded on any public markets. During the year ended 31 December 2005, Česká spořitelna did not hold or trade any treasury shares, and acted as the market maker in respect of the shares of its controlling entity, Erste Bank, in the Prague Stock Exchange. For this purpose, Česká spořitelna acquired, under normal market conditions, 5,116 thousand shares with an aggregate purchase price value of CZK 6,346 million and sold 5,070 thousand shares with an aggregate selling price value of CZK 6,293 million. The lowest and the highest purchase prices per share in 2005 were CZK 1,076 and CZK 1,393, respectively. At the start of 2005, Česká spořitelna held 3,547 shares; at the end of 2005, it held 50,000 shares, which represents a 0.02 percent share of Erste Bank’s issued share capital. The average nominal value of one share of Erste Bank was EUR 2 at the end of 2005. Mortgage Bonds Issuance Programme of Česká spořitelna, a.s. INFORMATION ON SECURITIES ISSUED Shares of Česká spořitelna, a.s. • Class: Ordinary and priority shares • Type: 140,788,787 ordinary bearer shares, 11,211,213 priority registered shares • Form: Book-entry • Number of shares: 152,000,000 • Total issue volume: CZK 15,200,000,000 • Nominal value per shares: CZK 100 54 • Maximum volume of outstanding mortgage bonds: CZK 10,000,000,000 • Term of the programme: 15 years • Maximum maturity of any bonds issued under the Bond Programme: 10 years Under the Bond Programme, the Bank has issued mortgage bonds as follows: 5.80 percent mortgage bonds due in 2007 • • • • • • • • ISIN: CZ0002000201 Issue date: 8 November 2002 Type: Bearer Form: Book-entry Total issue volume: CZK 3,000,000,000 Nominal value per bond: CZK 100,000 Number of bonds: 30,000 Coupons: Fixed 5.80 percent interest rate p.a. paid annually in arrears • Mortgage bonds traded on: Prague Stock Exchange, free market • Denomination of the bonds: CZK • Bond maturity: Mortgage bonds will be redeemed at their nominal value on 8 November 2007 Risk Management in 2005 Other Information for Shareholders Česká spořitelna’s Declaration 5.20 percent mortgage bonds due in 2008 • • • • • • • • ISIN: CZ0002000235 Issue date: 6 March 2003 Type: Bearer Form: Book-entry Total issue volume: CZK 3,000,000,000 Nominal value per bond: CZK 10,000 Number of bonds: 300,000 Coupons: Fixed 5.20 percent interest rate p.a. paid annually in arrears • Mortgage bonds traded on: Prague Stock Exchange, free market • Denomination of the bonds: CZK • Bond maturity: Mortgage bonds will be redeemed at their nominal value on 6 March 2008 4.50 percent mortgage bonds due in 2008 • • • • • • • • ISIN: CZ0002000276 Issue date: 21 August 2003 Type: Bearer Form: Book-entry Total issue volume: CZK 3,000,000,000 Nominal value per bond: CZK 10,000 Number of bonds: 300,000 Coupons: Fixed 4.50 percent interest rate p.a. paid annually in arrears • Mortgage bonds traded on: Prague Stock Exchange, official free market • Denomination of the bonds: CZK • Bond maturity: Mortgage bonds will be redeemed at their nominal value on 21 August 2008 3.50 percent mortgage bonds due in 2009 • • • • • • • • • ISIN: CZ0002000342 Issue date: 26 April 2004 Type: bearer Form: Certificate (mortgage bonds represented by a collective bond) Total issue volume: Up to CZK 1,000,000,000 Volume issued until 31 December 2004: CZK 300,000,000 Nominal value per bond: CZK 10,000 Number of bonds: Up to 100,000 Number of bonds issued at 31 December 2004: 30,000 • Issue period: Until 30 April 2004 • Coupons: Fixed 3.50 percent interest rate p.a. paid annually in arrears • Mortgage bonds traded on: --• Denomination of the bonds: CZK • Bond maturity: Mortgage bonds will be redeemed at their nominal value on 26 April 2009 3.60 percent mortgage bonds due in 2009 • • • • • • • • • • • ISIN: CZ0002000409 Issue date: 23 August 2004 Type: bearer Form: Certificate (mortgage bonds represented by a collective bond) Total issue volume: CZK 700,000,000 Nominal value per bond: CZK 10,000 Number of bonds: 70,000 Coupons: Fixed 3.50 percent interest rate p.a. paid annually in arrears Mortgage bonds traded on: --Denomination of the bonds: CZK Bond maturity Mortgage bonds will be redeemed at their nominal value on 23 August 2009 Stand-Alone Mortgage Bond Issues 4.50 percent mortgage bonds due in 2010 • • • • • • • • ISIN: CZ0002000524 Issue date: 5 May 2005 Type: Bearer Form: Book-entry Total issue volume: CZK 2,000,000,000 Nominal value per bond: CZK 1,000,000 Number of bonds: 2,000 Coupons: Fixed 4.50 percent interest rate p.a. paid annually in arrears • Mortgage bonds traded on: Prague Stock Exchange, official free market • Denomination of the bonds: CZK • Bond maturity: Mortgage bonds will be redeemed at their nominal value on 5 May 2010 1.85 percent mortgage bonds due in 2006 • ISIN: CZ0002000516 55 • • • • • • • Issue date: 6 May 2005 Type: Bearer Form: book-entry Total issue volume: CZK 600,000,000 Nominal value per bond: CZK 1,000,000 Number of bonds: 600 Coupons: Fixed 1.85 percent interest rate p.a. paid quarterly in arrears • Mortgage bonds traded on: Prague Stock Exchange, official free market • Denomination of the bonds: CZK • Bond maturity: Mortgage bonds will be redeemed at their nominal value on 6 August 2006 4.05 percent mortgage bonds due in 2010 • • • • • • • • ISIN: CZ0002000573 Issue date: 30 June 2005 Type: bearer Form: book-entry Total issue volume: CZK 2,000,000,000 Nominal value per bond: CZK 1,000,000 Number of bonds: 2,000 Coupons: Fixed 4.05 percent interest rate p.a. paid annually in arrears • Mortgage bonds traded on: Prague Stock Exchange, official free market • Denomination of the bonds: CZK • Bond maturity: Mortgage bonds will be redeemed at their nominal value on 30 June 2010 4.75 percent mortgage bonds due in 2015 • • • • • • • • ISIN: CZ0002000623 Issue date: 7 October 2005 Type: bearer Form: book-entry Total issue volume: CZK 5,000,000,000 Nominal value per bond: CZK 10,000,000 Number of bonds: 500 Coupons: Fixed 4.75 percent interest rate p.a. paid annually in arrears • Mortgage bonds traded on: Prague Stock Exchange, official free market • Denomination of the bonds: CZK 56 • Bond maturity: Mortgage bonds will be redeemed at their nominal value on 7 October 2015 Variable-rate mortgage bonds due in 2012 • • • • • • • • ISIN: CZ0002000763 Issue date: 19 December 2005 Type: bearer Form: book-entry Total issue volume: Up to CZK 10,000,000,0001 Nominal value per bond: CZK 1,000,000 Number of bonds: 10,0001 Coupons: Variable interest rate paid quarterly in arrears, established as 3M PRIBOR + margin, where the margin means the value minus 0.20 percent p.a. • Mortgage bonds traded on: Prague Stock Exchange, official free market • Denomination of the bonds: CZK • Bond maturity: Mortgage bonds will be redeemed at their nominal value on 19 December 2012 Note 1: As of 31 December 2005, the Bank issued 2,000 mortgage bonds with a nominal value of CZK 2,000,000,000. The remaining mortgage bonds may be issued within three years after the issue date, that is, within the additional issue period. 4.45 percent mortgage bonds due in 2008 • • • • • • • • ISIN: CZ0002000771 Issue date: 22 December 2005 Type: bearer Form: book-entry Total issue volume: Up to 5,000,000,0001 Nominal value per bond: CZK 1,000,000 Number of bonds: 5,0001 Coupons: Fixed 4.45 percent interest rate p.a. paid annually in arrears • Mortgage bonds traded on: Prague Stock Exchange, official free market • Denomination of the bonds: CZK • Bond maturity: Mortgage bonds will be redeemed at their nominal value on 22 December 2008 Note 1: As of 31 December 2005, the Bank issued 900 mortgage bonds with a nominal value of CZK 900,000,000 The remaining mortgage bonds may be issued within 18 months after the issue date, that is, within the additional issue period. Risk Management in 2005 Other Information for Shareholders Česká spořitelna’s Declaration Bonds Issuance Programme of Česká spořitelna, a.s. • Maximum volume of outstanding bonds: CZK 10,000,000,000 • Term of the programme: 10 years • Maximum maturity of any bonds issued under the Bond Programme: 10 years Under the Bond Programme, the Bank has issued bonds as follows: Bonds with fixed 1.00 percent interest income p.a. and an option to participate in the positive development of the DJ EUROSTOXX 50 share index • • • • • • • • • • • • • • ISIN: CZ0003700759 Issue date: 2 February 2004 Type: bearer Form: book-entry Total issue volume: Up to 500,000,000 Volume issued until 31 December 2004: CZK 400,000,000 Nominal value per bond: CZK 10,000 Number of bonds: Up to 50,000 Number of bonds issued at 31 December 2004: 40,000 Issue period: 6 weeks from the issue date Coupons: Fixed 1.00 percent interest rate p.a. paid annually in arrears Bonds traded on: Prague Stock Exchange, free market Denomination of the bonds: CZK Bond maturity: Bonds will be redeemed at their nominal value on 2 February 2008; at maturity, a bond holder is entitled to a bonus derived from the movement of the DJ EUROSTOXX 50 share index in accordance with the terms and conditions of the issue. Bonds with floating interest income • • • • • • • • • ISIN: CZ0003700767 Issue date: 16 February 2004 Type: bearer Form: book-entry Total issue volume: CZK 1,500,000,000 Nominal value per bond: CZK 10,000,000 Number of bonds: 150 Coupons: Floating interest rate paid semi-annually in arrears Bonds traded on: Prague Stock Exchange, official free market • Denomination of the bonds: CZK • Bond maturity: Bond maturity is optional and at the issuer’s discretion, the bonds may be redeemed at their full nominal value on 16 February and 16 August starting from 16 February 2005; the final maturity date is 16 February 2014. Premium bonds (with an option to participate in the positive development of the DJ EUROSTOXX 50 share index) due in 2008 • • • • • • • • ISIN: CZ0003701013 Issue date: 30 May 2005 Type: bearer Form: Certificate (bonds represented by a collective bond) Total issue volume: CZK 250,000,000 Nominal value per bond: CZK 10,000 Number of bonds: 25,000 Coupons/yield : The yield is derived from the movement of the DJ EUROSTOXX 50 share index in accordance with the terms and conditions of the issue. • Bonds traded on: --• Denomination of the bonds: CZK • Bond maturity: Bonds will be redeemed at their nominal value on 30 June 2008 Bonds with optional maturity of 2009/2012 • • • • • • • • ISIN: CZ0003701047 Issue date: 14 July 2005 Type: bearer Form: book-entry Total issue volume: CZK 1,000,000,000 Nominal value per bond: CZK 1,000,000 Number of bonds: 1,000 Premature redemption: At the issuer’s discretion, bonds can be prematurely redeemed at their nominal value on 14 July 2009 • Coupons /yield : Bonds bear a fixed interest rate of varying amount: (i) 2.72 percent p.a. for the period from the issue date to 14 July 2009 (included); and (ii) 3.55 percent p.a. from 14 July 2009 (excluded) to the date of the final maturity of bonds, unless they are prematurely redeemed by the issuer. The interest rate is payable annually in arrears. • Bonds traded on: Prague Stock Exchange, official free market • Denomination of the bonds: CZK 57 • Bond maturity: Bond maturity is optional and at the issuer’s discretion, the bonds may be redeemed at their full nominal value on 14 July 2009; the final maturity date is 14 July 2012 Bond with the yield derived from the stock basket due in 2013 • • • • • • • • ISIN: CZ0003701062 Issue date: 17 October 2005 Type: bearer Form: book-entry Total issue volume: CZK 300,000,000 Nominal value per bond: CZK 1,000,000 Number of bonds: 300 Coupons/yield: Bond yield consists of (i) basic interest income and (ii) income derived from the stock basket in accordance with the terms and conditions of the issue. • Bonds traded on: Prague Stock Exchange, official free market • Denomination of the bonds: CZK • Bond maturity: Bonds will be redeemed at their nominal value on 17 October 2013 Subordinated bonds with a floating interest income due in 2015 • • • • • • • • • • • Stand-Alone Bond Issues and Issues of Subordinated Bonds Bonds with a combined yield due in 2017 • • • • • • • • ISIN: CZ0003701054 Issue date: 15 September 2005 Type: bearer Form: book-entry Total issue volume: CZK 300,000,000 Nominal value per bond: CZK 1,000,000 Number of bonds: 300 Coupons/yield: Bond yield consists of ((i) yield derived from a discount, (ii) basic interest income, (iii) additional interest income and (iv) yield derived from the stock basket in accordance with the terms and conditions of the issue • Bonds traded on: Prague Stock Exchange, official free market • Denomination of the bonds: CZK • Bond maturity: Bonds will be redeemed at their nominal value on 15 September 2017 58 • • ISIN: CZ0003701005 Issue date: 16 May 2005 Type: bearer Form: book-entry Total issue volume: CZK 3,000,000,000 Nominal value per bond: CZK 1,000,000 Number of bonds: 3,000 Issuer’s right to premature redemption (purchase option)1: The issuer has a right to prematurely redeem the bonds as of 16 May 2010 at their nominal value Coupons/Yield: Bonds bear a floating interest rate determined as the sum of the reference rate (6M PRIBOR) and a 0.46 percent margin p.a. (the “Margin”) Interest rate step-up2: If the bonds are not redeemed by the issuer as of 16 May 2010, the interest rate valid for the period starting from that date to the date of final maturity of bonds will be determined as the sum (i) of the reference rate (6M PRIBOR) in accordance with issue terms and conditions and (ii) margin equal to the Margin + 1.40 percent p.a. paid semiannually in arrears Bonds traded on: Prague Stock Exchange, official free market Denomination of the bonds: CZK Bond maturity: At the issuer’s discretion, the bonds may be redeemed at their full nominal value on 16 May 2010, the final maturity date is 16 May 2015 at their nominal value Note: 1 Under Section 12 (2) (b) (4) of Regulation of the Czech National Bank No. 333/2002 Coll., stipulating prudential undertaking rules for controlling entities on a consolidated basis. 2 Under Section 12 (2) (b) (4) of Regulation of the Czech National Bank No. 333/2002 Coll., stipulating prudential undertaking rules for controlling entities on a consolidated basis. Licences and Trademarks Key licences acquired under intellectual property arrangements relate to licences for the use of software: • SAP R/3 (mySAP.com) by SAP (this software is used for the maintenance of the Bank’s financial accounting records, controlling, maintenance of issues related to the management of materials and HR records); • Symbols by System Access (this software is used for trading in the commercial banking sector); • Starbank and Centralised Starbank by Spordat (this software is designed to support the maintenance of current accounts, Risk Management in 2005 Other Information for Shareholders Česká spořitelna’s Declaration term accounts, foreign currency accounts and loans); and • Siebel e-Finance by Siebel Systems (this software is designed to support a consolidated customer profile). Česká spořitelna owns several trademarks registered in the Trademark Register held at the Industrial Property Office which relate to its major products. Financial investments in shares and bonds MCZK, unconsolidated figures 2005 2004 Bonds 127,688 137,277 Shares 7,314 5,011 Equity investments 6,751 4,606 141,753 146,894 2005 2004 Tangible fixed assets 1,416 1,657 Intangible fixed assets 1,819 1,741 Total 3,235 3,398 Total financial investments Acquisition of tangible and intangible fixed assets MCZK, unconsolidated figures* * Figures based on statements prepared in compliance with the Czech Statistical Office’s methodology As of 31 December 2005, Česká spořitelna owned or co-owned 392 buildings and 969 plots of land with an aggregate net book value of CZK 10.6 billion. Information on Principal Future Investments For the year ending 31 December 2006, Česká spořitelna anticipates acquiring assets in an aggregate amount of CZK 3,262 million. Of this amount, approximately CZK 1,438 million will be invested in projects, CZK 1,011 million in information technologies, CZK 617 million in construction projects, CZK 170 million in office and banking technology, and others, and CZK 26 million in physical security. Operating income MCZK, unconsolidated figures Net interest income 2005 2004 18,493 16,074 Net fee and commission income 8,041 7,761 Profit on financial operations 1,263 1,268 27,797 25,103 Operating income 59 Classification of receivables MCZK, unconsolidated figures* 2005 Gross loans and advances to customers and financial institutions according to classification 312,673 Standard 187,928 Watch 6,217 Substandard 1,964 Doubtful 1,242 Loss 2,887 Portfolio of individually insignificant receivables from clients 112,435 Aggregate provisions against provided loans and advances 5,046 Watch 1,021 Substandard 901 Doubtful 839 Loss 2,085 Portfolio of individually insignificant receivables from clients 200 * Figures based on statements prepared in compliance with the Czech National Bank’s methodology Loans and advances by type of collateral MCZK, unconsolidated figures* 2005 Bank guarantee and guarantee provided by a reputable third party 28 136 Cash collateral 458 Collateral in the form of bonds of reliable issuers and listed securities 9 039 Collateral in the form of a pledge on real estate 91 487 Other loan collateral 21 129 Uncollateralised 162 424 * Figures based on statements prepared in compliance with the Czech National Bank’s methodology Audit Fees paid to Deloitte for the year ended 31 December 2005 MCZK Audit services Other Total Česká spořitelna 23 2 25 Consolidated group 15 0 15 60 Risk Management in 2005 Other Information for Shareholders Česká spořitelna’s Declaration REMUNERATION OF EXECUTIVE MANAGERS AND MEMBERS OF THE SUPERVISORY BOARD Executive Managers of the Issuer The executive managers of Česká spořitelna, a.s. include the Chairman of the Board of Directors, acting also as the CEO, and members of the Board of Directors, acting also as Deputy CEOs. Pursuant to the law, the Board of Directors is a statutory body which manages the operations of the company and acts on its behalf. Members of the Board of Directors of Česká spořitelna exercise their powers with due professional care, in good faith, with due care and diligence and in the best interests of the company and its shareholders. They are experts in managing large corporations and have international experience and the ability to work as a team. Their position calls for ongoing perfection of their industry knowledge and corporate governance skills, proactive approach to the discharging of their duties, the ability to participate in developing corporate strategy and, last but not least, loyalty to the company. Members of the Board of Directors observe high ethical standards and are responsible for ensuring that the company complies with the applicable laws. They are also personally liable for damage arising from the breach of legal obligations, and are responsible in their capacity as Board members to the company as represented by shareholders. Members of the Board of Directors are remunerated based on the “Contract for the Performance of Duties of a Member of the Board of Directors” concluded in accordance with the applicable provisions of Commercial Code 513/1991 Coll. This Contract was approved by the General Meeting of the company’s shareholders. The amount of Board members’ remuneration is subject to approval of the General Meeting. The remuneration of the CEO and Deputy CEOs is paid in the form of a salary for performed work. In accordance with the company’s Articles of Association, the amount of salary is approved by the Supervisory Board and is based, among others, on qualified benchmarking analyses of remuneration in the financial sector. In addition, the CEO and Deputy CEOs are remunerated with regard to their performance evaluation undertaken based on the fulfilment of defined performance criteria. These criteria reflect the overall financial objectives of the Česká spořitelna and Erste Bank Financial Groups (financial indicators such as ROE). Performance criteria are set for each calendar year and are approved and subsequently assessed by the Supervisory Board. Based on their management and professional expertise, experience and contribution to the company, the Board members received the following remuneration arising from the position of the CEO and Deputy CEO: monetary income in an aggregate amount of CZK 48 million, bonuses in an aggregate amount of CZK 43 million, income in kind in an aggregate amount of CZK 2.5 million, and 12,000 shares of Erste Bank and remuneration including income in kind in an aggregate amount of CZK 1.0 million. These amounts were paid out in connection with meeting financial, qualitative, development and effectiveness criteria. In 2005, the Board members subscribed for 4,200 shares of Erste Bank under the Employee Erste Bank Stock Ownership Programme (refer to the notes to the financial statements), and received 24,000 options under the Management Erste Bank Stock Option Programme (refer to the notes to the financial statements). Members of the Board of Directors or persons closely related to them do not own shares or share purchase options of Česká spořitelna. Since August 2002, the shares of Česká spořitelna have not been publicly tradable. Supervisory Board The Supervisory Board is the company’s control body, supervising the exercise of powers of the Board of Directors and the performance of business activities of the company. The Supervisory Board checks, in particular, whether the Board of Directors performs its duties in compliance with legislation and Articles of Association of the company and whether the members of the Board of Directors act in the interests of the company with due professional care. Members of the Supervisory Board perform their duties with professional care. Members on the Supervisory Board are required to have professional skills, be loyal to the company and maintain 61 the confidentiality of confidential information and matters. Supervisory Board members are liable for damage arising from the breach of legal obligations, and are responsible in their capacity as members of the Supervisory Board to the company as represented by shareholders. Members of the Supervisory Board are remunerated in accordance with the applicable provisions of Commercial Code 513/1991 Coll. The amount of remuneration of Supervisory Board members is subject to approval of the General Meeting of shareholders. The Chairman of the Supervisory Board is authorised to divide the total amount between the various members of the Supervisory Board in dependence on discharge of an office. spořitelna. Since August 2002, the shares of Česká spořitelna have not been publicly tradable. Members of the Supervisory Board are entitled to remuneration, including payments in kind, of CZK 4.3 million for their work in the Supervisory Board of Česká spořitelna during 2005. Affidavit The below-signed do hereby declare that the information stated in the Annual Report of Česká spořitelna, a.s. for the year ended 31 December 2005 reflects the true state of affairs and that no material circumstances that may have an impact on the accurate and correct assessment of Česká spořitelna, a.s. have been omitted. Members of the Supervisory Board or persons closely related to them do not own shares or share purchase options of Česká Dušan Baran Vice Chairman of the Board and First Deputy CEO Olbrachtova 62, Prague 4, 140 00 62 Martin Škopek Member of the Board and Deputy CEO Olbrachtova 62, Prague 4,140 00 Other Information for Shareholders Česká spořitelna’s Declaration Organisational Chart of ČS as of 31 December 2005 Česká spořitelna’s Declaration Regarding the Compliance of its Governance with the Corporate Governance Code Based on OECD principles In compliance with Česká spořitelna, a.s.’s (henceforth the “Company”) statement in its 2004 Annual Report, the members of the Company’s Board of Directors continuously make every effort to generally improve the Company’s corporate governance standards and ensure, to the extent set out hereunder, compliance with the Corporate Governance Code based on OECD principles (2004). The Company continues to develop and enhance the Company’s governance practices at all times. No major changes adversely affecting the Company’s corporate governance standards were effected in 2005. The principles of the Company’s governance are indicated below. A. ORGANISATION OF THE COMPANY As of 31 December 2005, the Company’s Board of Directors seated seven members; effective from 1 December 2005, Mr. Peter Cecelsky resigned as a member of the Board of Directors. In accordance with the Banking Act, all members of the Board of Directors are also executive members. All members of the Board of Directors possess personal and professional qualifications as required to be a member of the Board of Directors. Mr. John James Stack, Chairman of the Board of Directors and CEO of the Company, has over 27 years of banking experience. Mr. Stack is an experienced banker and manager. Mr. Dušan Baran, Vice-chairman of the Board of Directors and First Deputy CEO, has long-standing experience in the financial sphere. In addition, the Board of Directors comprises the following members, all serving as Deputy CEOs: Mr. Daniel Heler, who has worked in banking since 1983 and is hence a distinguished expert in financial markets in particular; Mr. Heinz Knotzer, who has wide ranging banking experience both in the Czech Republic and Austria where his professional career started; Mr. Martin Škopek, who gained his professional and practical knowledge in finance during his studies in the United States and while working in banking for several years; Mr. Petr Hlaváček, who is an experienced banker whose professional career includes a Czech as well as Canadian banking background; and Mr. Pavel Kysilka, who is a recognised economist with deep insight into the private and public sector. Detailed biographical data of the members of the Board of Directors proving their capabilities, professional skills and experience is published in the Annual Report on page 8–10. The Company’s Board of Directors is a statutory body of the Company which manages and acts on the Company’s behalf while being responsible for its long-term strategic direction and operational management. Its range of powers and duties is defined under the Company’s Statutes and internal rules as well as the legal regulations of the Czech Republic. The Board of Directors exercises its powers and duties with due care and diligence; in discharging its activities, it is accountable to the extent set out by the legal regulations of the Czech Republic. All members of the Board of Directors are internationally experienced professionals who are skilled in managing large corporations and have the ability to work in a team. The members of the Board of Directors comply with legal rules and ethical standards. Pursuant to the Company’s Statutes, the Board of Directors must obtain prior opinion or approval from the Supervisory Board for a number of acts; in cases determined in a resolution adopted by the Supervisory Board, the Board of Directors must solicit the prior opinion of a committee established by the Supervisory Board. The Board of Directors regularly presents reports on the Company’s activities to the Supervisory Board and its committees. In compliance with the Banking Act, the Board of Directors is responsible for the establishment, maintenance and evaluation of an efficient and effective internal management and control system of the Company. The Board of Directors meets on a regular basis no less than twice a month in compliance with the Company’s Statutes. However, regular weekly sessions have become common practice. Last year, the Board of Directors held, altogether, 53 meetings. The Senior Management Team is an advisory body of the Board of Directors which decides on crucial strategic 63 and business matters of the Company’s top management. It comprises the members of the Board of Directors, the CEO, the First Deputy CEO, the Deputy CEOs, and employees appointed by the Board of Directors who, in 2005, were: Mr. Frank Michael Beitz, Credit Risk Management Section Director; Mr. Pavel Cetkovský, Group Balance Sheet Management Section Director; Mr. Jozef Síkela, Corporate Customers Section Director; and Mr. Jiří Škorvaga, Sales Management Section Director. The Senior Management Team discusses various matters put forward for discussion to the Board of Directors as well as other matters which the members of the Board of Directors propose for discussion. The Supervisory Board of the Company comprises twelve members. Seven members represent the principal shareholder which is Erste Bank der österreichischen Sparkassen AG; they are: Mr. Andreas Treichl, Chairman of the Supervisory Board; Mr. Reinhard Ortner, Vice-Chairman of the Supervisory Board; Mr. Christian Coreth; Mr. Maximillian Hardegg; Mr. Herbert Juranek; Mr. Bernhard Spalt; and Mr. Manfred Wimmer. In compliance with the law, the Supervisory Board includes representatives of the Company’s employees; they are: Mrs. Monika Houštecká, Mrs. Jitka Šrotýřová and Mr. Marek Pospěch. Mrs. Jitka Šrotýřová and Mr. Marek Pospěch were re-elected by the Company’s employees upon the expiration of their term of office. Mrs. Monika Laušmanová, elected by the Company’s employees in August 2005, became a new member of the Supervisory Board, replacing Mrs. Libuše Růžičková whose term of office had elapsed. Mrs. Zlata Gröningerová is the twelfth member of the Supervisory Board who can be considered, in terms of relations with the principal shareholders, an independent member of the Supervisory Board. All members of the Supervisory Board are professionals guaranteeing and ensuring the high-quality functioning of the Supervisory Board; they have the personal and professional qualifications required to hold the position of a Supervisory Board member. A full list of all members of the Supervisory Board, including their professional biographical data, is published in the Annual Report on page 11–14. The Supervisory Board overseas the execution of the Board of Directors’ powers and duties as well as the performance of the Company’s business activities. In addition to its duties and powers ensuing from law, the Supervisory Board has, pursuant 64 to the Statutes, the right to give, in advance, its opinion on certain acts having an impact on the Company’s assets (including, among other things, the making of construction investments and plans (projects) in acquiring tangible and intangible fixed assets of the Company beyond the designated limit, the transfer of an ownership title to the Company’s assets, the Company’s equity investments, etc). The Supervisory Board also gives, in advance, its opinion on the strategic concept of the Company’s activities and development, planning tools and regular financial balances. Furthermore, the Supervisory Board gives, in advance, its opinion on the appointment and removal of the Internal Audit Section Director and gives its opinion in selecting an external auditor. To support its activities, the Supervisory Board may establish Supervisory Board committees. In 2005, the Supervisory Board met five times altogether. Pursuant to the Statutes, two thirds of the members of the Supervisory Board are elected by the General Meeting, and one third by the Company’s employees. The term of office of a member of the Supervisory Board is three years. Members of the Board of Directors are elected and removed by the Supervisory Board. In compliance with the Banking Act, nominees for membership of the Board of Directors are consulted in advance with the Czech National Bank, which assesses the professional qualifications, credibility and experience of the nominees. The term of office of a member of the Board of Directors is four years; members of the Board of Directors may be re-elected. As noted above, the position of Chairman of the Board of Directors in the Company is combined with the position of CEO, and the position of member of the Board of Directors is combined with the position of Deputy CEO. This combination is necessary for a bank because it is directly stated in the Banking Act. The Company is consistent in ensuring that the members of the Board of Directors and the Supervisory Board are kept up to date at all times; the Company has a well-administered and well-developed system supporting the performance of corporate governance. The Company’s supreme bodies, i.e. the Board of Directors and the Supervisory Board, have adopted binding Rules of Procedure for the bodies. These Rules of Procedure deal in Other Information for Shareholders Česká spořitelna’s Declaration Organisational Chart of ČS as of 31 December 2005 great detail with organisational and process issues related to the activities of the relevant body. The Rules of Procedure of both bodies regulate the technical processes of the convening of meetings and the voting of the bodies, the preparation of meeting minutes, the activities of the body outside of meetings, and the procedures addressing the potential bias of a member of the body. In addition to the members of the Supervisory Board, the members of the Board of Directors take part in the Supervisory Board’s meetings. All members of the Board of Directors participate in the meetings of the Board of Directors as well as the members of the Senior Management Team and the authors of presented materials introduced to the members of the Board of Directors. The members of the Board of Directors and the Supervisory Board may solicit a legal opinion on individual, discussed materials from the Company’s Legal Services Section, or use the services of independent advisors. The Company’s Secretary Office organises, on a regular basis, legal seminars for the members of the Boards of Directors and Supervisory Boards of the Company and other companies within the Česká spořitelna Group, where members of these bodies are introduced to new legislation applicable to the performance of the position of corporate body member. The Company has had the position of Secretary in place for a long time. The Secretary of the bodies of the Company manages administrative and organisational matters for the Board of Directors and the Supervisory Board, including the organisation of General Meetings. The Secretary acquaints new members of administrative bodies with the activities of these bodies and with the Company’s process of corporate governance. The Company’s Secretary ensures mutual co-operation among the Company’s bodies. The Secretary is appointed by the Company’s Board of Directors and reports directly to the CEO and Chairman of the Board of Directors. The Secretary is responsible for due and timely distribution of invitations and materials for the meetings of the Company’s Board of Directors and the Supervisory Board. Materials are delivered in person to the members of the Company’s Board of Directors and the Supervisory Board at least 5 days ahead of the meeting. The Company has binding regulations in place for the presentation of materials to be discussed at the meetings of the Supervisory Board and the Board of Directors, which stipulate basic rules for the preparation of materials, the presentation thereof, comment procedures prior to the presentation of materials, and conditions for the archiving of materials. The Secretary takes the minutes of all meetings of the Board of Directors and Supervisory Board both in English and Czech. The Company maintains an electronic database of all minutes from the meetings of its bodies; these are available to authorised persons on the Intranet – the Company’s internal Internet portal. The Company’s Secretary is, inter alia, a member of the Czech Institute of Corporate Secretaries (ČITOS) and the Steering Committee thereof. ČITOS’s mission is to promote and support the professional development of due practices exercised by the secretaries of administrative bodies. B. COMPANY’S RELATIONSHIPS WITH SHAREHOLDERS The Company diligently observes compliance with all the legal rights of shareholders and with the principle of equitable treatment of all shareholders. The Company’s shares are held in book-entry form. A list of all shareholders is maintained by the Securities Centre. In addition to ordinary shares, the Company has also issued registered priority shares. The transferability of these shares is restricted to municipalities of the Czech Republic; transfers to other entities are subject to the approval of the Company’s Board of Directors. A preference right to receive dividends is attached to priority shares. Decisions regarding share transfers are given by the Board of Directors following detailed information on the assignee. The Company complies with all duties to inform with respect to its shareholders and other entities to the extent imposed by legal regulations; the Company keeps shareholders updated throughout the year, on a regular basis, through the press and the website of the Company. The website, created mainly for the purposes of shareholders and investors (www.csas.cz), provides information on the Company’s current operational results to date, the structure of shareholders, planned events, etc. Press 65 releases covering material facts about the Company are issued on a regular basis; the members of the Board of Directors organise regular road shows for investors and shareholders. All material information that the Company publishes on its website is available in both Czech and English. The Company, in compliance with the law, convenes its General Meetings by making an announcement in the press; such notices are published in Hospodářské noviny and Obchodní věstník. The notice always includes basic information for shareholders about the conditions of participation at the General Meeting and the exercising of shareholders’ rights. The Company sends notices of the General Meeting, including basic financial indicators, to all shareholders holding registered shares. The publication of notices of the General Meeting on the Company’s website goes without saying. Shareholders may acquaint themselves in advance, within the statutory period, with the basic materials (such as financial statements, the Report on Relations or proposed changes to the Statutes) which will form the subject matter of the General Meeting. The Company always organises its General Meetings at venues which are within the reach of all shareholders; the recent practice is that General Meetings are held at the Company’s registered office. Before the General Meeting commences, at registration, shareholders receive all supporting documents for the General Meeting. Such supporting documents always include the Rules of Procedure of the General Meeting to be approved by the General Meeting. If members of the Supervisory Board are being elected, shareholders are provided with detailed biographical data of all nominees proving their professional and personal qualifications required to hold such an office. The bodies of the General Meeting are set up by the Board of Directors in such a way as to ensure that all the bodies are able to perform their functions with due and professional care. In most cases, a notary is present at the Company’s General Meetings. In compliance with the Rules of Procedure, shareholders may, in person or by proxy, exercise their shareholder rights, i.e. vote on the proposed items on the agenda, solicit and receive explanations on such items, and put forward proposals and counter-proposals. 66 The members of the Board of Directors and the Supervisory Board take part in General Meetings (there must be at least as many members as required for a quorum) as well as the members of the committees of the Supervisory Board who answer shareholders’ questions. The Company provides enough time for shareholders to raise their questions on agenda items prior to the vote being taken. All shareholders’ questions and answers are recorded in the minutes of the General Meeting. Each item on the agenda of the General Meeting is subject to a separate vote taken after the debate is closed on the given item. All shareholders registered in the attendance list and present at the General Meeting when the vote is being taken are entitled to vote except for those shareholders who hold priority shares. A right to vote at General Meetings is not attached to the Company’s priority shares. In addition, shares whose holders’ voting rights for General Meetings were suspended by a decision of the Czech National Bank are not considered voting shares; the shareholder is informed of such a suspension on his/her registration in the attendance list and the Company indicates this fact in the attendance list, including the reasons for such suspension. C. DISCLOSURE AND TRANSPARENCY OF INFORMATION The Company is consistent in preventing the misuse of insider information of the Company which might allow persons who have special relations with the bank to gain unauthorised gains in dealing with the Company’s securities (insider dealing). The members of the Board of Directors and their related parties are obliged to promptly notify the Securities Commission of transactions with securities issued by the Company or with investment instruments derived from such securities, which they perform on their own account. To ensure identical terms and conditions for all members of the Boards of Directors of the companies within the Erste Bank Group, it is Erste Bank’s rules for securities trading that apply – the members of the Company’s Board of Directors are obliged to inform the Company’s Compliance Section of dealings with Erste Bank’s shares or derivatives and to comply with an imposed trading embargo during a designated period. Other Information for Shareholders Česká spořitelna’s Declaration Organisational Chart of ČS as of 31 December 2005 The Company has a Compliance Section in place whose principal activities include: the inspection of compliance of the Company’s internal regulations with the legal regulations and regulations of regulatory bodies governing the provision of investment services and measures aimed at preventing legalisation of proceeds arising from criminal activities (money laundering); introducing employees to legal regulations, internal regulations and procedures governing the provision of investment services; and checking the insider information handling system. The Compliance Section evaluates insider information included in the Watch List and the Restricted List of investment instruments as well as any dealings with investment instruments recorded in the above Lists. The Compliance Section informs the Company’s Board of Directors and Supervisory Board of its activities on a regular basis. A list of persons with access to inside information is available with the Company’s Secretary; the list is regularly updated. The Company diligently fulfils and complies with all applicable legal regulations under Czech law, the principles of the Corporate Governance Code based on OECD principles, the recommendations of the EU Commission regarding corporate governance and, on an ongoing basis, provides shareholders and investors with all significant information on its business activities as well as the Company’s financial and operational results, the ownership structure, and other major events. All information is prepared and disclosed in compliance with high quality standards of accounting and financial and non-financial disclosure. In addition, the Company discloses a great deal of information beyond statutory requirements so as to allow shareholders and investors to make well-founded decisions on the ownership of the Company’s securities and the voting at General Meetings. To publish such information the Company uses various distribution channels such as the press or the Company’s website where information is published both in Czech and English to allow equal participation of foreign investors and shareholders in decisions regarding the Company’s business and development. The Company regularly publishes annual and semi-annual reports. The annual report mainly includes audited financial statements and gives a picture of the financial situation, business activities and operating results of the Company; in addition, in compliance with new legal regulations, the report gives information on the remuneration policy of the members of the Board of Directors and the Supervisory Board. The level of remuneration for the members of the Board of Directors and the Supervisory Board is approved on an annual basis by the General Meeting; the remuneration of the members of the Board of Directors, who are Company employees serving as Deputies, is determined by the Supervisory Board. The Company has no equity option scheme for remuneration either for the members of the Board of Directors or the Supervisory Board. Based on the recommendation of the Audit Committee, the Supervisory Board approves an independent external auditor annually. In 2005, Deloitte s.r.o. was appointed to carry out an external audit of the Company. D. COMMITTEES OF THE COMPANY’S ADMINISTRATIVE BODIES To support the Company’s activities and to ensure the internal management and accountability of the Board of Directors and the Supervisory Board, the Company has established committees under these bodies. The rules of procedure of the individual committees define the range of their powers and duties including a precise description of the applicable rules and tasks. COMMITTEES OF THE SUPERVISORY BOARD The powers of the Supervisory Board include the ability to establish committees and to define the content of their activities. In compliance with corporate governance rules the Company has established the following Supervisory Board Committees: Audit Committee The Audit Committee is an advisory body of the Company’s Supervisory Board co-operating with the Company’s Board of Directors and with the internal and external auditors. Its principal role is to participate in the direction, planning and evaluation of internal audit activities. The Committee discusses material findings resulting from internal audits, gives its opinion on the selection of an external auditor, monitors the procedures and processes pertaining to the audit of the annual financial statements, oversees accounting and financial 67 reporting, risk management and control, compliance with legal regulations and regulator’s measures (the compliance of procedures) and the functioning and effectiveness of the Company’s internal management and control system. As of October 2004, the Audit Committee comprised the following members – Mr. Manfred Wimmer as Committee Chairman, and Mrs. Zlata Gröningerová and Mr. Maximillian Hardegg as members. They all serve as members of the Supervisory Board. Mr. Mario Catasta, Erste Bank’s Internal Audit Section Director, regularly takes part in the meetings of the Committee as a substitute member without the right to vote. In compliance with the rules of procedure, the Committee informs the Supervisory Board of its activities at least every 6 months; in 2005, the Committee met four times altogether. Financial Markets Committee The principal role of the Financial Markets Committee is to oversee the activities and risk management system of the Financial Markets Section. The Committee is regularly updated on business activities, results and risk exposure; it reassesses the management and control system, and key principles of the business strategy and the risk management strategy for the Financial Markets Section. The Committee may set out medium- and long-term objectives for the activities and risk management of the Financial Markets Section. As of October 2004, the Committee had the following composition – Mr. Reinhard Ortner, Chairman; Mr. Bernhard Spalt and Mrs. Monika Houštecká, members; and Mr. Manfred Wimmer, substitute member. They all serve as members of the Supervisory Board. The Committee meets at least twice a year; at least once a year it reports its activities to the Supervisory Board. In 2005, the Committee met twice altogether. COMMITTEES OF THE BOARD OF DIRECTORS Committees of the Board of Directors are advisory bodies of the Board of Directors established by resolution of the Board of Directors. The purpose of the committees is to initiate and present to the Board of Directors recommendations for technical issues; the committees comprise the members of the Board of Directors and selected employees of the Company. All committees are accountable to the Board of Directors and report on their activities at least once a year. Credit Committee The Credit Committee is the highest body assessing and approving credit transactions and products as well as assessing and approving the business policy process, the system of credit risk measurement and management, and the level of the Company’s credit portfolio structure, aimed at achieving the designated financial objectives, i.e. achieving the designated level of profitability while maintaining the defined level of credit risk. Assets and Liabilities Management Committee The Assets and Liabilities Committee is the highest body assessing and approving the process of planning, managing and controlling financial flows and the structure of the Company’s assets and liabilities, which is aimed at achieving the optimum combination of the bank’s profitability and financial risks taken. The Committee sets out the Company’s strategy in this respect and assigns tasks to the Company’s organisational units to fulfil the strategy. Financial Markets and Risk Management Committee The Financial Markets and Risk Management Committee is a body dealing with decisions on the operational issues of risk management processes related to financial markets. Credit Committee The Credit Committee is mainly an advisory and confirmation body for credit exposures beyond the limits of the approval powers of the Board of Directors’ Credit Committee. The Committee meets at least twice a year; during the year the Committee in most cases makes its decisions based on per rollam voting. The Committee comprises the following members – Mr. Christian Coreth, Chairman; Mr. Bernhard Spalt and Mr. Reinhard Ortner, members; and Mr. Andreas Treichl, substitute member. They all serve as members of the Company’s Supervisory Board. 68 Investment Committee The Investment Committee is a body assessing the effectiveness and efficiency of capital expenditure and purchased services. ATM Committee The ATM Committee is a body assessing and making decisions regarding ATM issues (strategies, investments, locations, services, income, etc) aimed at ensuring a standard and complex approach to the ATM network development. Other Information for Shareholders Česká spořitelna’s Declaration Organisational Chart of ČS as of 31 December 2005 IT Change Management Committee The IT Change Management Committee deals with decisions on changes to ‘legacy systems’ (in the go-live phase), including changes resulting from projects. Customer Services Committee The Customer Services Committee is a body supporting the quality of services provided to both external and internal customers by means of regular monitoring of internal and external indicators. Marketing Committee for the Česká spořitelna Group The Marketing Committee of the Česká spořitelna Group is a body dealing mainly with the long-term marketing strategy of the Company and the Česká spořitelna Group, the assessment of the effectiveness and efficiency of marketing costs, and the discussing of strategic business objectives with respect to marketing support. music festivals (the International Music Festival Prague Spring, Smetana’s Litomysl International Opera Festival, the International Music Festival Český Krumlov, the International Music Festival Colours of Ostrava, etc.); film festivals (Finále Plzeň, the festival of Czech films, Famufest); theatres (Divadlo na Vinohradech); secondary schools (secondary schools initiatives, Eurorebus) and universities (The Prague School of Economics); sports institutions and initiatives (the Czech Athletic Federation, the Czech Tennis Association, the Czech Golf Federation, Česká spořitelna MTB Team); and the enjoyment of sports activities by the public at large (mountain bike competitions called Bike for Life). In 2005, Česká spořitelna ranked fourth in the TOP corporate philanthropist awards, thus becoming the most generous contributor from the banking sector; this achievement manifests the Bank’s efforts to be a credible and reliable partner for its investors, business partners, employees and local community members. Asset Allocation Committee The Asset Allocation Committee is an advisory body of a member of the Board of Directors who is in charge of financial markets management, which deals with recommendations of investment strategies for the allocation of different classes of clients’ assets (bonds, currencies, shares) on financial markets. Retail Committee Nadace České spořitelny (the Foundation of Česká spořitelna), established by Česká spořitelna in 2002, deals particularly with the sponsorship of social issues. In 2005, the Foundation continued to support efforts in struggles against drug addiction, improvement in the welfare of senior citizens, sponsorship of a number of projects to help people in need and also participation in environmental protection. The Retail Committee is a body assessing and approving innovations and the launching or withdrawal of retail banking products and services. Sponsoring Committee The Committee is an advisory body of the Board of Directors on issues regarding the general sponsoring strategy. E. THE COMPANY’S POLICY WITH RESPECT TO STAKEHOLDERS In 2005, in compliance with its long-term strategy, Česká spořitelna, being a company with corporate social responsibility, continued to promote cultural, educational, sports, charitable and social projects; hence, contributing to community development. As part of its long-term sponsoring strategy referred to above Česká spořitelna supported, for example: 69 Organisational Chart of ČS as of 31 December 2005 Chairman of the Board of Directors and C. E. O. John James Stack Deputy Chairman of the Board of Directors and 1st Deputy C. E. O. Dušan Baran Member of the Board of Directors and Deputy C. E. O. Daniel Heler Member of the Board of Directors and Deputy C. E. O. Heinz Knotzer Office of the BoD and the Supervisory Board Section 1001 Accounting and Taxes Section Corporate Customers Section 2100 Group Balance Sheet Management Section 3100 Credit Risk Management and Credit Services Section 1200 Controlling and Planning Section Treasury Section 2200 3600 Commercial Banking Centres Section 4200 Internal Audit Section Property Management Section 1400 2300 Financial Markets Products Sales Section 3700 Real Estates and Mortgages Section 4300 Legal Services and Compliance Section 1500 Central Risk Management Section Investment Products Section Municipalities Section 2400 3800 4400 Human Resources Section Procurement Section Assets Management Department Trade Finance Department 1600 7100 3010 4010 Marketing Section Investors Relations Department Business Support Sub-department 1700 2010 3001 Product Management and Support Department 4020 Corporate Communication Department 1010 Financial Markets Back-office Department 2020 Service Quality Management Department 1310 CS Financial Group and Capital Participations Development Department 2030 70 4100 IT Business Consultants Department 4030 Česká spořitelna’s Declaration Organisational Chart of ČS as of 31 December 2005 Report of the Supervisory Board Member of the Board of Directors and Deputy C. E. O. Martin Škopek Member of the Board of Directors and Deputy C. E. O. Petr Hlaváček Member of the Board of Directors and Deputy C. E. O. Pavel Kysilka Sales Management Section Projects Management Section 5100 7200 Payment System and Settlement Section 8100 Products and Process Management Section 5200 IT Operation Section Security Section 6200 8200 Remote Delivery Section Organization Section 5300 6500 Economic and Strategic Research Department 8010 Card Centre Section IT Development Section 5400 6600 Corporate Cash Management Department 8020 West Region Section IT Decentralized Systems Section EU Office 5600 6700 8001 District Branches in Region Chief Technology Officer Department 6010 East Region Section 5700 District Branches in Region Mobile Sales Force Section 5800 Sporoservis Section 5900 Support Sub-department 5001 71 Report of the Supervisory Board During the 2005 business year, the Supervisory Board of Česká spořitelna, a.s. regularly discharged its duties under the law and the Bank’s Articles of Association. As the Bank’s oversight body, the Supervisory Board monitored the Board of Directors’ exercise of its powers as well as the Bank’s operations, finances and the realization of its strategic plans. The Supervisory Board was kept up to date on the Bank’s operations, its financial situation and other material and important Bank matters. In accordance with the legal provision, the Supervisory Board reviewed the non-consolidated and consolidated financial statements as of 31. December 2005 and came to the conclusion that the books and accounting records were kept in a transparent manner in accordance with accounting regulations and that the accounts and year-end non-consolidated and consolidated financial statements correctly reflect the financial situation of Česká spořitelna, a.s. and consolidated unit as of 31. December 2005. The audit of the year-end financial statements was performed by Deloitte s. r. o. who confirmed that in their opinion, 72 the Bank’s financial statements give a true and fair view, in all material respects, of the assets, liabilities and equity and financial position of the Bank as of 31 December 2005 and of the expenses, income and results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU. The Supervisory Board took into account and agreed with the auditor’s report. The Supervisory Board also reviewed the Report on Relations between related parties and in accordance with the Section 66a (9) of the Commercial Code states that it took account of this Report without comments. In view of all above facts, the Supervisory Board recommends that the General Meeting approve the financial statements of Česká spořitelna, a.s. for the year ended 31. December 2005 and the proposed profit allocation as submitted by the Board of Directors. Consolidated Financial Statements Prepared in Accordance with International Financial Reporting Standards as Adopted by the European Union for the Years Ended 31 December 2005 and 2004 74 Independent Auditor’s Report to the Shareholders of Česká spořitelna, a. s. 75 Consolidated Balance Sheets as of 31 December 2005 and 2004 76 Consolidated Profit and Loss Accounts for the Years Ended 31 December 2005 and 2004 77 Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended 31 December 2005 and 2004 78 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 80 Notes to the Consolidated Financial Statements 73 OfficeAddress: Nile House Karolinská 654/2 186 00 Prague 8 Czech Republic Deloitte s. r. o., Registered address: Týn 641/4 110 00 Prague 1 Czech Republic Tel.: +420 246 042 500 Fax: +420 246 042 010 [email protected] www.deloitte.cz Registered at the Municipal Court in Prague, Section C, File 24349 Id Nr.: 49620592 Tax Id. Nr.: CZ49620592 Independent Auditor’s Report to the Shareholders of Česká spořitelna, a. s. Having its registered office at: Prague 4, Olbrachtova 1929/62, 140 00 Identification number: 45244782 Principal activities: Retail, corporate and investment banking services We have audited the accompanying consolidated financial statements of Česká spořitelna, a. s. (the “Bank”), which comprise the balance sheet as of 31 December 2005, and the related statement of income, changes in equity and cash flows for the year then ended and notes. These financial statements are the responsibility of the Bank’s Board of Directors. Our responsibility is to express an opinion on the financial statements, taken as a whole, based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements give a true and fair view, in all material respects, of the assets, liabilities and equity and financial position of Česká spořitelna, a. s. as of 31 December 2005 and of the expenses, income and results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU. In Prague on 14 March 2006 Audit firm: Deloitte s.r.o. Represented by: Michael Jennings, with power of attorney Audit. Tax. Consulting. Financial Advisory. 74 Member of Deloitte Touche Tohmatsu Independent Auditor’s Report Consolidated Balance Sheets as of 31 December 2005 and 2004 Consolidated Profit and Loss Accounts for the Years Ended 31 December 2005 and 2004 Consolidated Balance Sheets as of 31 December 2005 and 2004 CZK million Note 31 December 2005 31 December 2004 18,128 ASSETS 1. Cash and balances with the CNB 6 18,104 2. Loans and advances to financial institutions 7 97,846 77,112 3. Amounts due from Česká konsolidační agentura 8 15,653 25,843 9 267,767 213,446 10 (6,672) (7,166) 36,542 28,759 11 19,604 15,204 13,555 4. Loans and advances to customers 5. Provisions for losses on loans and advances 6. Securities at fair value through profit or loss (a) Securities held for trading (b) Securities designated upon initial recognition as at fair value through 12 16,938 7. Positive fair value of financial derivative transactions profit or loss 13 17,848 15,413 8. Securities available for sale 14 30,673 37,631 9. Assets held for sale 15 326 – 16 124,995 125,237 12,179 10. Securities and other assets held to maturity 11. Financial placements of insurance companies 17 10,292 12. Investment property 18 6,379 – 13. Intangible fixed assets 19 4,462 4,377 14. Property and equipment 20 14,787 15,720 15. Other assets 21 15,062 15,101 654,064 581,780 Total assets LIABILITIES AND SHAREHOLDERS’ EQUITY 1. Amounts owed to financial institutions 22 34,898 32,905 2. Amounts owed to customers 23 481,556 444,771 3. Negative fair value of financial derivative transactions 24 14,570 12,567 4. Bonds in issue 25 39,282 19,649 5. Technical insurance provisions 26 10,625 9,288 6. Provisions for liabilities and other reserves 27 2,626 2,570 7. Other liabilities 28 23,338 19,029 8. Subordinated debt 30 9. Shareholders’ equity (a) Minority interests 2,998 – 44,171 41,001 31 (b) Equity attributable to the Bank’s shareholders Total liabilities and shareholders’ equity 849 1,702 43,322 39,299 654,064 581,780 The accompanying notes are an integral part of these consolidated financial statements. These consolidated financial statements were prepared by the Bank and approved by the Board of Directors on 14 March 2006. John James Stack Chairman of the Board and Chief Executive Officer Dušan Baran Vice Chairman of the Board 1st Deputy Chief Executive Officer 75 Consolidated Profit and Loss Accounts for the Years Ended 31 December 2005 and 2004 CZK million Note Year ended 31 December 2005 Year ended 31 December 2004 23,528 1. Interest income and similar income 34 24,857 2. Interest expense and similar expense 35 (6 138) (6,112) 18,719 17,416 Net interest income 3. Provisions for credit risks 36 Net interest income after provisions for credit risks (386) (505) 18,333 16,911 8,980 4. Fee and commission income 37 9,111 5. Fee and commission expense 38 (727) (742) 8,384 8,238 Net fee and commission income 6. Net profit on financial operations 39 1,357 1,189 7. General administrative expenses 40 (16 395) (15,883) 8. Net insurance income 41 374 374 – 2,907 9. Profit on the sale of the non-life business of Pojišťovna České spořitelny, a. s. 10. Other operating income/(expenses), net 42 Profit before taxes 11. Income tax expense 43 Profit after taxes 12. Minority interests 31 Net profit for the year attributable to the Bank’s shareholders The accompanying notes are an integral part of these consolidated financial statements. 76 257 (563) 12,310 13,173 (3 064) (3,950) 9,246 9,223 (112) (1,086) 9,134 8,137 Consolidated Profit and Loss Accounts for the Years Ended 31 December 2005 and 2004 Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended 31 December 2005 and 2004 Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended 31 December 2005 and 2004 CZK million Retained earnings Valuation gains or losses Statutory reserve fund Share premium Share capital Total equity attributable to the Bank’s shareholders Minority interests Total At 1 January 2004 (as originally presented) 17,812 – 1,395 1 15,200 34,408 1,390 35,798 Effect of the adoption of IAS 39 (refer to Note 3aa) At 1 January 2004 (restated) Dividends Transfer to reserve funds Use of funds 262 896 – – – 1,158 50 1,208 18,074 (4,560) 896 – 1,395 – 1 – 15,200 – 35,566 (4,560) 1,440 (119) 37,006 (4 679) (383) – 383 – – – – – – – (6) – – (6) – (6) Purchase of an interest in jointly controlled companies (201) – – – – (201) (664) (865) Revaluation gains or losses – 374 – – – 374 (41) 333 Foreign exchange differences – (11) – – – (11) – (11) 8,137 – – – – 8,137 1,086 9 223 Net profit for the year At 31 December 2004 21,067 1,259 1,772 1 15,200 39,299 1,702 41,001 At 1 January 2005 21,067 1,259 1,772 1 15,200 39,299 1,702 41,001 (5 529) Dividends (4 560) – – – – (4 560) (969) Transfer to reserve funds (402) – 402 – – – – – – – (4) – – (4) – (4) Revaluation gains or losses – (563) – – – (563) 4 (560) Foreign exchange differences – 16 – – – 16 – 16 9,134 – – – – 9,134 112 9,246 712 2,170 1 15,200 43,322 849 44,171 Use of funds Net profit for the year At 31 December 2005 25,239 The accompanying notes are an integral part of these consolidated financial statements. 77 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 CZK million Profit before taxes Adjustments for non-cash transactions Creation of provisions for losses on loans, advances and other assets Depreciation and amortisation of assets Impairment of tangible and intangible fixed assets Note 2005 2004 12,310 13,173 510 223 3,368 3,150 – (594) Revaluation of investment property (991) – Unrealised profit on securities at fair value through profit or loss (435) (969) Creation of provisions against equity investments Net gain/(loss) on the sale/revaluation of equity investments 4 – (91) 51 Creation of other reserves, including technical insurance provisions 1,518 2,804 Change in fair values of financial derivatives (432) (1,355) Income from statute-barred savings books (44) (62) Gain on the sale of tangible assets (44) (102) – (2,907) Profit on the sale of the non-life insurance business Accrued interest, amortisation of discount and premium and fair value remeasurement of debt securities Increase/(decrease) in minority interests Operating profit before changes in operating assets and liabilities 575 (10) 5 (660) 16,253 12,742 Cash flows from operating activities (Increase)/decrease in operating assets Minimum reserve deposits with the CNB (56) 3,717 Loans and advances to financial institutions (21 058) 8,688 Loans and advances to customers, including Česká konsolidační agentura (45 238) (20,332) (9 053) 9,900 Securities at fair value through profit or loss Securities available for sale 1,471 62 Other assets (478) 2,454 Increase/(decrease) in operating liabilities Amounts owed to financial institutions Amounts owed to customers Other liabilities Net cash flow from operating activities before income tax 1,786 3,213 36,829 (5,844) 5,733 (3,554) (13,811) 11,046 (4,716) (3,437) (18 527) 7,609 Net increase in securities and other assets held to maturity 5,400 (10,987) Financial placements of insurance companies 1,971 (5,147) Income taxes paid Net cash flow from operating activities Cash flows from investing activities Investment property Net cash flow from the acquisition of an investment in a subsidiary Selling price of the non-life insurance business Purchase of tangible and intangible fixed assets (5 388) – – 1,202 – 3,930 (5 146) (4,472) Proceeds from the sale of tangible and intangible fixed assets 2,343 2,700 Net cash flow from investing activities (820) (12,774) 78 Equity for the Years Ended 31 December 2005 and 2004 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements CZK million Note 2005 2004 (4 560) (969) (4,560) (119) Cash flows from financing activities Dividends paid Dividends paid to minority shareholders Payments made from the legal reserve fund Bonds in issue Receipt of subordinated debt (4) (6) 19,897 3,632 2,998 – Net cash flow from financing activities 17,362 (1,053) Net decrease in cash and cash equivalents (1 984) (6,218) Cash and cash equivalents at beginning of year 25,085 31,303 23,101 25,085 Cash and cash equivalents at end of year 44 The accompanying notes are an integral part of these consolidated financial statements. 79 Notes to the Consolidated Financial Statements PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY THE EUROPEAN UNION FOR THE YEARS ENDED 31 DECEMBER 2005 AND 2004 1. INTRODUCTION Česká spořitelna, a. s. (henceforth the “Bank”), having its registered office address at Olbrachtova 1929/62, Prague 4, 140,00, Corporate ID 45244782, is the legal successor of the Czech State Savings Bank and was founded as a joint stock company in the Czech Republic on 30 December 1991. The Bank is a universal savings bank offering retail, corporate and investment banking services on the territory of the Czech Republic. The principal activities of the Bank are as follows: • Acceptance of deposits from the general public; • Extension of credit; • Investing in securities on its own account; • Payments and clearing; • Issuance of payment facilities, e.g. payment cards, traveller’s cheques; • Issuance of guarantees; • Opening of letters of credit; • Collection services; • Proprietary or client-oriented trading with foreign currency assets, forward and option contracts, including foreign currency and interest rate transactions, and transferable securities; • Management of clients’ securities on clients’ accounts and provision of advisory services; • Participation in the issuance of shares and provision of related services; • Safe-keeping and administration of securities or other assets; • Rental of safe-deposit boxes; • Provision of business advisory services; • Issuance of mortgage bonds under special legislation; • Financial brokerage; • Depositary activities; • Foreign exchange services (foreign currency purchases); • Provision of banking information; and • Maintenance of a separate part of the Securities Centre’s records. 80 The Bank provides the following additional services through its subsidiaries (together the “Group”): • Funds management; • Building society savings and loans; • Pension insurance; • Insurance; • Finance leasing; • Factoring; • Consulting services; • Provision of investment services; • Real estate activities; • Lease of information technology, installation and repair of electronic equipment; • Provision of software and advisory services in relation to hardware and software; and • Corporate management and finance. The Bank is subject to the regulatory requirements of the Czech National Bank (henceforth the “CNB”). These regulations include those pertaining to minimum capital adequacy requirements, classification of loans and off balance sheet commitments, credit risk connected with clients of the Bank, liquidity, interest rate risk and foreign currency position. Similarly, the Group companies are subject to regulatory requirements, specifically in relation to insurance and collective investment. 2. BASIS OF PREPARATION These consolidated financial statements comprise the accounts of the Bank and its subsidiaries and have been prepared in accordance with International Financial Reporting Standards (IFRS) and interpretations approved by the International Accounting Standards Board (IASB) as adopted by the European Union. These standards and interpretations were previously called International Accounting Standards (IAS). As of the date of issuance of these consolidated financial statements, IFRS as adopted by the European Union do not differ from IFRS as issued by the IASB, except for portfolio hedge accounting under IAS 39 which has not been approved by the EU. The Group does not use portfolio hedging, and hence has determined that portfolio hedge accounting under IAS 39 would have no Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II impact on the consolidated financial statements had it been approved by the EU at the balance sheet date. All figures are in millions of Czech crowns (MCZK), unless stated otherwise. These consolidated financial statements have been prepared under the historical cost convention as modified by the remeasurement to fair value of available for sale securities, financial assets and liabilities at fair value through profit or loss, all financial derivatives, investment property, assets held for sale and issued debt securities which are hedged against interest rate risk. The accounting policies have been consistently applied by the entities in the Group. The presentation of consolidated financial statements in conformity with IFRS requires management of the Group to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and their reported amounts of revenues and expenses during the reporting period (refer to Note 4). Actual results could differ from those estimates. Comparative information has been restated, where necessary, on a basis consistent with the current year presentation. 3. SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies adopted in the preparation of the consolidated financial statements are set out below: (a) Principles of Consolidation The consolidated financial statements present the accounts and results of the Bank and, to the extent that they are material to the Group as a whole, of its controlled and associated companies. Subsidiary Undertakings An investment in a subsidiary is one in which the Bank holds, directly or indirectly, more than 50 percent of its share capital or in which the Bank can exercise more than 50 percent of the voting rights or where the Bank can appoint or dismiss a majority of the Board of Directors or Supervisory Board members. Where an entity either began or ceased to be controlled during the year, the results are included only from the date control commenced or up to the date control ceased. All intercompany balances and transactions, including intercompany profits are eliminated on consolidation. Where necessary, accounting policies for subsidiaries have been changed to ensure consistency with the policies adopted by the Bank. Minority interests in the equity and results of companies that are controlled by the Bank are shown as a separate item in the consolidated financial statements. Associate Undertakings Associates are accounted for under the equity method of accounting. An investment in an associate is one in which the Bank holds, directly or indirectly, 20 percent to 50 percent of its share capital and over which the Bank exercises significant influence, but which it does not control. Subsidiaries and associates whose results, equity and financial position are, in aggregate, not material to the financial statements are accounted for at acquisition cost less provision for any impairment and included in “Securities and other assets held to maturity”. Unconsolidated subsidiaries and associated companies Some subsidiaries and associated companies are excluded from consolidation due to immateriality. These unconsolidated equity investments in subsidiary and associated undertakings are recorded at acquisition cost including transaction costs less provisions for any temporary diminution in value or write-offs for any permanent diminution in value. These investments in unconsolidated subsidiaries and associated companies are presented in the balance sheet in “Securities and other assets held to maturity”. (b) Loans and Advances, Other Off Balance Sheet Credit Exposures and Provisions for Losses on Loans and Advances Loans and advances are stated at the amount of outstanding principal and overdue interest and fees. All loans and advances are recognised when cash is advanced to borrowers. 81 Provisions for losses on loans and advances are recorded when there are indications of incurred loss in relation to the recoverability of the loan balance. Provisions for losses on loans and advances represent management’s assessment of potential losses in relation to the Group’s on and off balance sheet activities. Amounts are set aside to cover losses on loans and advances that have been specifically identified and for potential losses which may be present based on portfolio performance. The level of provisions is established by comparing the carrying amount of the loan and the present value of future expected cash flows using the effective interest rate. The amount necessary to adjust the provisions to their assessed levels, after write-offs, is charged to the profit and loss account line “Provisions for credit risks.” Write-offs are generally recorded after all reasonable restructuring or collection activities have taken place and the possibility of further recovery is considered to be remote. The loan is written off against the related account “Provisions for credit risks” in the profit and loss account. If the reason for provisioning is no longer deemed appropriate, the release of the provision is recognised in the profit and loss account, similarly as for recoveries of loans and advances previously written off, in the line item “Provisions for credit risks.” Securities at Fair Value through Profit or Loss The portfolio includes debt and equity securities held for trading, that is, securities held by the Group with the intention of reselling them, thereby generating profits on price fluctuations in the short-term, and debt and equity securities that were designated, upon initial recognition, as at fair value through profit or loss. Securities at fair value through profit or loss are recognised at cost at the acquisition date and subsequently remeasured at fair value. Changes in the fair values of assets held for trading are recognised in the profit and loss account as “Net profit on financial operations”. Changes in the fair values of securities not held for trading are reported as “Other operating income/(expenses), net” in the profit and loss account. For debt and equity securities traded on the Prague Stock Exchange (‘PSE’), fair values are derived from quoted prices. The fair values of those securities not traded on the PSE are estimated by the management of the Group as the best estimation of the cash flow projection reflecting the set of economic conditions that will exist over the remaining maturity of the securities. Securities Available for Sale (c) Debt and Equity Securities (including Participating Interests Excluded from the Consolidation) Securities held by the Group are categorised into portfolios in accordance with the Group’s intent on the acquisition of the securities and pursuant to the Group’s security investment strategy. In accordance with the revised requirements of IAS 39 effective from 1 January 2005 the Group reassessed its investment strategy and allocation of securities into individual portfolios. The Group reallocated selected securities from the “Securities available for sale” portfolio into the “Securities at fair value through profit or loss” portfolio and from the “Securities held to maturity” portfolio into the “Securities available for sale” portfolio. The principal difference among the portfolios relates to the approach to the measurement of securities and the recognition of their fair values in the financial statements. All securities held by the Group are recognised using trade date accounting and initially recorded at their cost including transaction costs (acquisition cost), the only exception being securities at fair value through profit or loss which are recognised at cost net of transaction costs. 82 Securities available for sale are securities held by the Group for an indefinite period of time that are available for sale as liquidity requirements arise or market conditions change. Securities available for sale are carried at acquisition cost and subsequently remeasured at fair value. Changes in the fair values of available for sale securities are recognised in equity as “Revaluation gains or losses”, with the exception of their impairment and interest income and foreign exchange differences on debt securities. When realised, the relevant revaluation gains or losses are taken to the profit and loss account as “Other operating income/(expenses), net”. Interest income on coupons, amortisation of discounts or premiums, and dividends are included in “Interest income and similar income”. Foreign exchange differences are reported within “Net profit on financial operations”. Securities Held to Maturity Securities held to maturity are financial assets with fixed maturity and determinable payments that the Group has the positive intent and ability to hold to maturity. Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II Securities held to maturity are initially measured at acquisition cost. Securities held to maturity are subsequently reported at amortised cost using the effective interest rate, less any provision for impairment. The amortisation of premiums and discounts is included in “Interest income and similar income”. A financial asset is impaired if its carrying amount is greater than its estimated recoverable amount. The amount of the impairment loss for assets carried at amortised cost is calculated as the difference between the asset’s carrying amount and the present value of the expected future cash flows discounted at the financial instrument’s original effective interest rate. When an impairment of assets is identified, the Group recognises provisions through the profit and loss account line “Other operating income/(expenses), net.” (d) Sale and Repurchase Agreements Where debt or equity securities are sold under a concurrent commitment to repurchase them at a pre-determined price, they remain at fair value or amortised cost (refer to Note 3c) within the relevant portfolio on the balance sheet and the consideration received is recorded in “Amounts owed to financial institutions” or “Amounts owed to customers.” Conversely, debt or equity securities purchased under a concurrent commitment to resell are not recognised in the balance sheet and the consideration paid is recorded in “Loans and advances to financial institutions” or “Loans and advances to customers.” Interest is accrued evenly over the life of the agreement. Securities borrowed are not recognised in the financial statements, unless they are sold to third parties, in which case the purchase and sale are recorded with the gain or loss included in trading income. The obligation to return them is recorded at fair value as a trading liability and presented in “Other liabilities”. (e) Investment Property Investment property is property (land or a building – or part of a building – or both) held to earn rentals and/or for capital appreciation or both. Property used by the lessees from within the Group are not treated and presented as investment property. The Group states investment property at fair value and gains or losses arising from changes in the fair value are included in the profit and loss account line “Other operating income/ (expenses), net”. The fair value is the estimated amount for which an asset could be exchanged between knowledgeable, willing parties in an arm’s length transaction at the remeasurement date. The valuation is based upon the calculation of expected yearly net income by using a permanent (expected) yield method. The expected yield is determined using the comparison method (similar realised transactions on the same market). Given that the valuation was performed on a post tax basis, the fair value was increased by the effect of the tax. The valuation of assets under construction is derived from the most recent budget and the current state of completion which is compared to the future value of flats and/or office and commercial premises. Such assets are presented as property and equipment until their completion. (f) Goodwill Goodwill represents the excess of the acquisition cost over the fair value of the Group’s share of the net assets of the acquired subsidiary/associated undertaking at the date of acquisition. Goodwill is reported in the balance sheet as a component of “Intangible fixed assets”. Goodwill is not amortised and is tested for impairment at least on an annual basis. Goodwill is impaired if its carrying amount is greater than its estimated recoverable amount. The recoverable amount is defined as the estimated future economic benefits arising from the acquisition of an equity investment. When an impairment of assets is identified, the Group recognises the impairment through the profit and loss account line “Other operating income /(expenses), net.” (g) Intangible Fixed Assets Intangible fixed assets include identifiable assets without physical substance with an estimated useful life exceeding one year and a cost greater than CZK 60,000. Costs associated with acquiring software are treated as intangible fixed assets and are amortised on a straight line basis through “General administrative expenses – amortisation of intangible assets” over an estimated useful life not exceeding four years. Research and development, valuable rights and other intangible assets with the exception of goodwill disclosed above are also amortised over an estimated useful life not exceeding four years. Costs 83 associated with the maintenance of intangible assets (software) are expensed through “General administrative expenses – other administrative expenses” as incurred whilst costs of technical improvements, if they exceed CZK 40,000 per one asset for the period and are completed, are capitalised and increase the acquisition cost of the intangible fixed asset (software). Intangible fixed assets are carried at cost less accumulated amortisation and provisions and are amortised on a straight line basis over their estimated useful lives. (h) Property and Equipment Property and equipment includes identifiable tangible assets with physical substance and with an estimated useful life exceeding one year and a cost greater than CZK 13,000. Property and equipment also includes selected low value tangible assets with a cost between CZK 1,000 and CZK 12,999. Property and equipment is stated at historical cost less accumulated depreciation and provisions and is depreciated when ready for use through the profit and loss account line “General administrative expenses – depreciation of property and equipment” on a straight line basis over their estimated useful lives. Depreciation periods for individual categories of assets are as follows: Buildings and structures 20–50 years Electronic machines and equipment 6–12 years Tools and other equipment 4–12 years Equipment, fixtures and fitting Selected low value machines and equipment Leasehold improvements 4–6 years 2 years Period of the lease Land and works of art (irrespective of their cost) and assets under construction are not depreciated. The gain and loss arising on the disposal of property and equipment is determined based on its carrying value and is recognised in the profit and loss account line “Other operating income/(expenses), net” in the year of disposal. Property and equipment costing less than CZK 13,000 that are not the selected low value fixed assets, technical improvements costing less than CZK 40,000 and intangible fixed assets costing less than CZK 60,000 are charged to the profit and loss account line “General administrative expenses” in the period of acquisition. 84 The depreciation period of selected buildings and structures was extended from 30 years to 50 years to better reflect their estimated useful lives. (i) Assets Held for Sale The category of ‘assets held for sale’ includes non-current assets that are taken out of active use at the date on which criteria for sale are met, that is, the sale of the assets is approved by management and steps have been initiated to locate a buyer. At the same date, the assets held for sale are remeasured at fair value and depreciation on such assets ceases. Changes arising from the fair value remeasurement of the assets are accounted for through the recognition of an extraordinary write-off in the profit and loss account line “Other operating income/(expenses), net.” (j) Impairment of Assets Where the carrying amount of an asset stated at net book value or amortised cost is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount. The recoverable amount is the greater of the following amounts: the market value which can be recovered from the sale of an asset under normal conditions, net of selling costs, or the estimated future economic benefits arising from the use of the asset. The largest components of the Group’s assets are periodically tested for impairment and temporary impairments are provisioned through the profit and loss account line “Other operating income/(expenses), net”. An increased carrying amount arising from the reversal of a temporary impairment must not exceed the carrying amount that would have been determined (net of amortisation or accumulated amortisation) had no impairment loss been recognised for the asset in prior years. Repairs are charged to the profit and loss account line “General administrative expenses – other administrative expenses” in the year in which the expenditure is incurred. (k) Provisions for Guarantees and Other Off Balance Sheet Credit Related Commitments In the normal course of business, the Group enters into credit related commitments which are recorded in off balance sheet accounts and primarily include guarantees, loan commitments Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II and undrawn loan facilities. Provisions are made for estimated losses on these commitments on the same basis as set out at Note 3 (b) in respect of on balance sheet loan exposures. (l) Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events and 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. (m) Shareholders’ Equity The statutory reserve fund comprises funds that the Group is required to retain according to current legislation. Use of the statutory reserve fund is limited by legislation and the articles of the Bank. The fund is not available for distribution to the shareholders. On acquisition of a business when the acquirer and the acquiree are under common control, the difference between the purchase price and net assets of the enterprise on the date of acquisition is recognised as a reduction in equity in “Retained earnings.” Where the Bank or its subsidiaries purchase the Bank’s treasury shares or obtain rights to purchase its treasury shares, the consideration paid including any attributable transaction costs net of income taxes, is shown as a deduction from total shareholders’ equity. In selling treasury shares, the Bank recognises the difference between their selling price and cost as share premium. (n) Accrued Interest Interest receivable and payable accrued on outstanding loan balances, debt securities, deposit products and bonds in issue and subordinated debt is reported within “Other assets” and “Other liabilities,” respectively. (o) Foreign Currency Transactions denominated in foreign currencies are recorded in the local currency at official exchange rates as announced by the CNB on the date of transaction. Assets and liabilities denominated in foreign currencies are translated into the local currency at the CNB exchange rate prevailing at the balance sheet date. Realised and unrealised gains and losses on foreign exchange are recognised in the profit and loss account in “Net profit on financial operations”, with the exception of foreign exchange rate differences on equity investments denominated in foreign currencies which are reported at the historical exchange rate, foreign exchange rate differences on equity securities included in the available-for-sale portfolio which are reported as a component of a change in the fair value and foreign exchange rate differences on derivatives entered into with a view to hedging currency risk associated with assets or liabilities whose foreign exchange rate differences are not reported in the profit and loss account. (p) Interest Income and Interest Expense Interest income and expense are recognised in the profit and loss account lines “Interest income and similar income” and “Interest expense and similar expense” when earned or incurred, on an accruals basis. The Group accounts for the accruals of interest using the effective interest rate method. Outstanding penalties, contractual sanctions and interest on non-performing loans, which are those loans that have overdue interest and/or principal, or for which management of the Group otherwise believes the contractual interest or principal due may not be received, are only recognised on collection. (q) Fees and Commissions Fees and commissions are recognised in the profit and loss account lines “Fee and commission income” and “Fee and commission expense” on an accruals basis, with certain loan origination fees and other related fees included in the effective interest rate of the associated loan. (r) Finance Lease Income A Group Company as the Lessee Leases of property and equipment under which the Group assumes substantially all the rewards incidental to ownership (finance leases) are recognised in the balance sheet by recording an asset and liability equal to the present value of all future lease payments. Leasehold improvements on leased assets are depreciated in accordance with the depreciation policy noted above. The depreciation period is the estimated useful life of the asset, or the lease term if shorter. Lease liabilities are reduced by repayments of principal, whilst the finance charge 85 component of the lease payment is charged directly to the profit and loss account. A Group Company as the Lessor Finance lease income is calculated under an effective interest method to provide a constant rate of return on the net investment in the leases. (s) Dividends Dividends reduce retained earnings in the period in which they are declared by the Annual General Meeting. (t) Insurance Business Insurance premiums are recognised in the accounting period in which they incept and are recorded in “Net insurance income.” Provisions are established for unearned premiums which relate to periods after the balance sheet date. Amounts in respect of insurance business are shown net of reinsurance costs. Financial placements representing assets of an insurance company which it uses to guarantee its payables arising from insurance and reinsurance activities are reported in a separate line “Financial placements of insurance companies” and other assets, including tangible and intangible assets, are presented in “Other assets”. All other liabilities, except for provisions, are included in “Other liabilities”. The pre-tax profit generated by Pojišťovna České spořitelny, a. s. is included in a separate profit and loss account line “Net insurance income”. Technical Insurance Provisions • Provisions for insurance claims reported but not settled during the year (‘RBNS reserves’); • Provisions for insurance claims incurred but not reported during the year (‘IBNR reserves’). The RBNS provision is calculated as equal to the sum of provisions established in respect of individual insured events. The provisions is also recorded for all estimated costs involved in processing claims. The RBNS reserve also comprises provisions established in respect of legal disputes where the company acts as a defendant. Provisions for all claims that were incurred prior to the yearend but were not reported are determined using the chain-ladder method. Provision for the Fulfilment of Liabilities from the Used Technical Interest Rate A provision for the fulfilment of liabilities from the used technical interest rate pursuant to Section 13 (2) of the Insurance Act, as set out in Section 18 (a) of the Insurance Act, is created when it is noted that the current or anticipated yield on the assets will not be sufficient to settle liabilities arising from the used technical interest rate in respect of insurance policies sold in the past. (u) Pension Business Contributions of participants, together with their appreciation and State contribution claims in pension funds are included in “Amounts owed to customers.” Pension policy costs are amortised over four years, the average duration of the pension policies. Life Insurance Provision The life insurance provision is created as a sum of provisions calculated under individual life insurance policies. The life insurance provision represents the amount of payables, calculated by actuarial methods including the awarded and declared profit shares (shares of premium surpluses) and provisions for costs connected with policy management, net of the value of future premiums. Provision for insurance claims Provisions for insurance claims under life and non-life insurance policies are as follows: 86 Technical Provision for Retirement Pension Schemes The level of the charged provision is determined on the basis of the present actuarial value of committed retirement benefits to be paid decreased to reflect the amount of funds recorded on behalf of pension recipients. Up to 10 percent of the profits from the pension fund can be distributed to the shareholders and no less than 5 percent of the profits is allocated to the reserve fund. Reflecting this fact the Bank accounts for the profit attributable to participants of the retirement pension schemes as amounts owed to customers. Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II (v) Taxation Tax on the profit or loss for the year comprises the current year tax charge, adjusted for deferred taxation. Current tax comprises the tax payable calculated on the basis of the taxable income for the year, using the tax rate enacted by the balance sheet date, and any adjustment of the tax payable for previous years. Deferred tax is provided using the balance sheet liability method on all temporary differences between the carrying amounts for financial reporting purposes and the amounts used for taxation purposes. The principal temporary differences arise from certain non-tax deductible reserves and provisions, tax and accounting depreciation on tangible and intangible fixed assets and revaluation of other assets. The estimated value of tax losses expected to be available for utilisation against future taxable income and tax deductible temporary differences are offset against the deferred tax liability within the same legal tax unit to the extent that the legal unit has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Deferred tax assets are recognised only to the extent that it is probable that sufficient taxable profit will be available to allow the asset to be recovered. Deferred tax is calculated on the basis of the tax rates that are expected to apply to the period when the asset is realised or the liability is settled. The effect on deferred tax of any changes in tax rates is charged to the profit and loss account, except to the extent that it relates to items previously charged or credited directly to equity. (w) Financial Derivative Instruments Financial derivatives include foreign currency and interest rate swaps, currency forwards, forward rate agreements, foreign currency and interest rate options (both purchased and sold), futures and other derivative financial instruments. The Group uses various types of derivative instruments in both its trading and hedging activities. Financial derivative instruments entered into for trading or hedging purposes are stated at fair value. Unrealised gains and losses are reported as “Positive fair value of financial derivative transactions” and “Negative fair value of financial derivative transactions.” Realised and unrealised gains and losses are recognised in the profit and loss account line “Net profit on financial operations”, the only exception being unrealised gains and losses on cash flow hedges which are recognised in equity. Fair values of derivatives are based upon quoted market prices or pricing models which take into account current market and contractual prices of the underlying instruments, as well as the time value and yield curve or volatility factors underlying the positions. Certain derivatives embedded in other financial instruments are treated as separate derivatives when their risks and characteristics are not closely related to those of the host contract and the host contract is not carried at fair value with gains and losses reported in the profit and loss account. Certain derivative transactions, while providing effective economic hedges under the Group’s risk management positions, do not qualify for hedge accounting under the specific rules in IAS 39 and are therefore treated as derivatives held for trading with fair value gains and losses reported in income or expenses. Hedging derivatives are defined as derivatives that comply with the Group’s risk management strategy, the hedging relationship is formally documented and the hedge is effective, that is, at inception and throughout the period, changes in the fair value or cash flows of the hedged and hedging items are almost fully offset and the results are within a range of 80 percent to 125 percent. If the Group uses a fair value hedge, the hedged item is remeasured at fair value and the gain or loss from the remeasurement is recognised to expense or income as appropriate. The same accounts of expense and income that reflect the gain or loss from remeasuring the hedged item at fair value are also used in accounting for changes in fair values of hedging derivatives that are attributable to the hedged risk. If the Group uses a cash flow hedge, the gains or losses from changes in fair values of hedging derivatives that are attributable to the hedged risk are retained in equity on the balance 87 sheet and are recognised to expense or income in the periods in which the expense or income associated with the hedged items are recognised. (x) Transactions with Securities Undertaken on behalf of Clients Securities received by the Group into custody, administration or safe-keeping are typically recorded at market or nominal values if the market value is not available and maintained off balance sheet. “Other liabilities” include the Group’s payables to clients arising from cash received to purchase securities or cash to be refunded to the client. (y) Segment Reporting Segment information is based on two segment formats. The primary format represents business segments – retail banking (including building savings products), corporate banking, investment banking and other operations. The secondary format represents the Group’s geographical markets – the Czech Republic, EU countries, other European countries and other regions. Segment results include revenue and expenses directly attributable to a segment and the relevant portion of revenue and expenses that can be allocated to a segment, whether from external transactions or from transactions with other segments of the Group. Inter-segment transfer pricing is based on cost plus an appropriate margin, as specified by the Group’s policy. Unallocated items mainly comprise administrative expenses. Segment results are determined before any adjustments for minority interest. Segment assets and liabilities comprise those operating assets and liabilities that are directly attributable to the segment or can be allocated to the segment on a reasonable basis. Segment assets are determined after deducting related adjustments that are reported as direct offsets in the Group’s consolidated balance sheet. Segment assets and liabilities do not include income tax items. (z) Cash and Cash Equivalents The Group considers cash and deposits with the CNB, treasury bills with a residual maturity of three months or less, nostro accounts with financial institutions and loro accounts with 88 financial institutions to be cash equivalents. For the purposes of determining cash and cash equivalents, the minimum reserve deposit with the CNB is not included as a cash equivalent due to restrictions on its availability. (aa) Changes in Accounting Policies for the Year Ended 31 December 2005 In accordance with the revised requirements of IAS 39 effective from 1 January 2005, the Group has revised or adjusted its accounting policies for securities available for sale; upon initial recognition securities at fair value through profit or loss are stated at cost, that is, net of transaction costs. Securities acquired under initial public offerings are categorised into individual portfolios according to the Group’s strategy. Pursuant to IAS 39, the stated changes were applied retrospectively, that is, comparative amounts for the year ended 31 December 2004 were appropriately restated. In accordance with the transitional provisions of IAS 39 (Revised), the Group changed the original classification of securities from the portfolios valid until 31 December 2004. On 1 January 2005, the Group reallocated selected securities held in the held-to-maturity portfolio into the available-forsale portfolio and the original available-for-sale portfolio (originally revalued through profit or loss) was split between the new available-for-sale portfolio (revalued through retained earnings) and the at-fair-value-through-profit-or-loss portfolio. The Group applied the above rules as of 1 January 2005 and changed retrospectively the structure of securities classified in portfolios as follows: Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II Change as of 1 January 2004 Category 31 December 2003 CZK million Category 1 January 2004 CZK million Change of which: 45,008 5,236 – Held for trading 39,772 – 5,236 5,236 At fair value through profit or loss, Held for trading 39,772 – Designated upon initial recognition Available for sale 34,037 6,537 Held to maturity and equity investments 113,466 27,500 Held to maturity and equity investments Available for sale 103,338 (10 128) Total 180,738 Total 182,383 1,645 As a result of these reallocations, the Group remeasured the transferred securities at fair value and increased shareholders’ equity by CZK 1,645 million as of 1 January 2004. Net of the deferred tax of CZK 437 million and impact to minority interest of CZK 50 million, the net impact on the Group’s equity attributable to the Bank’s shareholders as of 1 January 2004 is CZK 1,158 million. Change as of 1 January 2005 Category 31 December 2003 CZK million Category 1 January 2004 CZK million Change of which: 28,759 13,555 – Held for trading 15,204 – – Designated upon initial recognition 13,555 13,555 At fair value through profit or loss, Held for trading Available for sale 15,204 37,631 (376) Held to maturity and equity investments 137,030 38,007 Available for sale Held to maturity and equity investments 125,237 (11 793) Total 190,241 Total 191,627 1,386 As a result of these reallocations, the Group remeasured the transferred securities at fair value and increased shareholders’ equity by CZK 1,386 million as of 1 January 2005. Net of the deferred tax of CZK 359 million, the opening balance of valuation gains of CZK 896 million, minority interest of CZK 5 million and the transfer of revaluation from the profit and loss account to equity of CZK 248 million, including the impact of deferred taxation, the net impact on the Group’s equity attributable to the Bank’s shareholders as of 1 January 2005 is CZK 374 million. Under IAS 39, the Group also revised its policies for assessing loan receivables and receivables arising from securities for impairment. In the year ended 31 December 2005, the Group revised its segment reporting whereby the extant banking segment was split into retail banking, corporate banking and investment banking. The Group’s management believes that the revised segmentation provides 89 a fairer view of the Group’s key activities and their impact on the Group’s financial position. Comparative balances have been restated. (bb) Changes in Accounting Policies arising from the Adoption of New IFRSs and Amendments to IASs effective 1 January 2006 At the date of authorisation of these financial statements, the following standards were in issue but not yet effective: • IFRS 7 ‘Financial Instruments: Disclosures’ (effective 1 January 2007); • Amendments to IFRS 1 ‘First-time Adoption of International Financial Reporting Standards’ (effective 1 January 2006); • Amendments to IAS 39 ‘Financial Instruments: Recognition and Measurement’ in respect of cash flow hedge accounting (effective 1 January 2006); • Amendments to IAS 39 ‘Financial Instruments: Recognition and Measurement’ and IFRS 4 ‘Insurance Contracts’ for financial guarantee contracts (effective 1 January 2006); and • Amendments to IAS 1 ‘Presentation of Financial Statements’ on capital disclosures (effective 1 January 2007). The adoption of these standards in the future periods is not expected to have a material impact on the consolidated profit or equity. 4. SIGNIFICANT ACCOUNTING ESTIMATES AND DECISIONS IN THE APPLICATION OF ACCOUNTING POLICIES (a) Impairment of Loans and Advances The Group regularly assesses its loan portfolio for possible impairment. In determining impairment losses the Group assesses whether there are observable data indicating that there is a measurable decrease in the estimated future cash flows from the portfolio although the decrease cannot yet be identified with individual loans. Management of the Group uses estimates based on historical experience of losses on loans that have similar risk characteristics. The methods and assumptions adopted in estimating amounts and the timing of future cash flows are regularly reviewed to reduce differences between the estimated and actual data. (b) Debt Securities Held to Maturity In categorising debt securities as held to maturity the Group refers to the model of future cash flow developments such that the ability to hold the debt securities is not jeopardised by the anticipated development in the structure of the Group’s balance sheet. A sale of a significant volume of the held-to-maturity debt securities before their maturity would have implications in terms of IAS 39 (the requirement to reverse the entire portfolio held to maturity and the reallocation of the held-to-maturity securities into one of the remaining portfolios). In terms of the Group’s asset management policy, a purchase of a fixed-income debt security into the portfolio of the held-to-maturity debt securities is primarily considered as a tool of the banking book interest rate risk management, the ability to hold such a debt security to maturity is a pre-condition for using the debt security as a banking book interest rate risk management tool. (c) Permanent Impairment of Securities Securities held by the Group, the only exception being debt securities in the held-to-maturity portfolio, are regularly marked to market and the marked-to-market revaluation is recognised in the profit and loss account (the trading portfolio and the at-fair-valuethrough-profit-or-loss portfolio) or in the balance sheet (the available-for-sale portfolio) which reflects permanent impairment, if any, of the securities (for instance, as a result of the bankruptcy of their issuer). If the Group concludes that some of its securities held to maturity suffered permanent impairment (for instance, a full redemption of the nominal value of a debt security cannot be anticipated with a sufficient degree of certainty), the carrying amount of the security is written down and the incurred loss is taken to the profit and loss account. The same treatment applies to securities available for sale, permanent impairment is reflected in the profit and loss account instead of the balance sheet where current fluctuations in the market value of the security are recognised. 90 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II (d) Valuation of Instruments without Direct Quotations (e) Financial instruments without direct quotations in an active market are valued using the mark-to-model technique. The models are regularly reviewed by a skilled employee of the Risk Management Department that is different from the preparer of the model. Each model is calibrated for the most recent available market data. While the models are built only on available data, their use is subject to certain assumptions and estimates (eg, for correlations, volatilities, etc.). Changes in the model assumptions may affect the reported market value of the relevant financial instruments. (e) Provisions The Group is involved in a number of ongoing legal disputes, the resolution of which may have an adverse financial impact on the Group. Based upon historical experience and expert reports, the Group assesses the developments in these cases, and the likelihood and the amount of potential financial losses which are appropriately provided for. The Bank has decided to support the use of payment cards for electronic payments by valuing these transactions through the allocation of points corresponding to the transaction amount. These points can be retained and accumulated on clients’ personal accounts for up to three calendar years from their allocation and subsequently exchanged for prizes or services of the Bank. Given that clients have not yet utilised a substantial amount of the allocated points and the three-year period in respect of the points accumulated since the inception of the programme will expire in 2006, it is likely that a significant proportion of these points will be utilised in 2006 in exchange for prizes. The potential financial impact associated with the exercising of the clients’ claims has been estimated and appropriately provided for. (f) Investment Property The fair value of investment property is determined by an independent real estate appraiser and is based upon expected yearly net income by using a permanent (expected) yield method. The expected yield is determined using the comparison method (similar realised transactions on the same market). 91 5. COMPANIES INCLUDED IN CONSOLIDATION The consolidated financial statements include the following subsidiaries: Name of the company Registered office Principal activities Group interest 2005 2004 – Atrium Center s.r.o. Prague Investing in real estate 100.0,% BGA Czech s.r.o. Prague Investing in real estate 100.0,% – brokerjet České spořitelny, a. s. Prague Investment services 51.0,% 51.0,% CEE Property Development Portfolio B.V. (“CEE Property Development”) Netherlands Investing in real estate 100.0,% 100.0,% CF Danube Leasing, s.r.o. Slovakia Leasing 100.0,% 100.0,% CPDP 2003 s.r.o Prague Investing in real estate 99.3,% 100.0,% CS Investment Limited Guernsey Investing and investment holding 100.0,% 100.0,% CS Property Investment Limited Cyprus Investing and investment holding Management and corporate 100.0,% – Czech TOP Venture Fund B.V. Netherlands finance 84.3,% 84.3,% Czech and Slovak Property Fund B.V. (“CSPF B.V.”) Netherlands Investing and investment holding 100.0,% – Factoring České spořitelny, a. s. Prague Factoring 100.0,% 100.0,% Gallery Myšák a. s. Prague Investing in real estate 100.0,% 100.0,% Informatika České Spořitelny, a. s. Prague IT services 100.0,% 100.0,% Investiční společnost České spořitelny, a. s. Prague Investment management 100.0,% 100.0,% Jegeho Residential s.r.o. Slovakia Investing in real estate 100.0,% – Leasing České spořitelny, a. s. Prague Leasing 100.0,% 100.0,% Pojišťovna České spořitelny, a.s Pardubice Insurance Penzijní fond České spořitelny, a. s. Prague Pension fund s Autoleasing, a. s. Prague Smíchov Real Estate a. s. Prague Solitaire Real Estate a. s. Prague 55.3,% 55.3,% 100.0,% 100.0,% Leasing 100.0,% 100.0,% Investing in real estate 100.0,% – Investing in real estate 100.0,% – Stodůlky Office Center s.r.o. Prague Investing in real estate 100.0,% – Stavební spořitelna České spořitelny, a. s. Prague Building savings bank 95.0,% 95.0,% (a) Penzijní fond České spořitelny, a. s. Up to 10 percent of the profits from the pension fund can be distributed to the shareholders and no less than 5 percent of the profits is allocated to the reserve fund. The shareholders incur the entire loss, if any. All other profit is available for distribution to participants (customers). (b) Companies Consolidated since 2005 For the year ended 31 December 2005, the consolidated financial statements have included, for the first time, Czech and Slovak Property Fund B.V. and CS Property Investment Limited, which were newly formed at the 2004 year-end, and the following entities acquired by real estate funds during 2005: 92 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II CZK million Name of the entity Voting power in % Costs of acquisition Profit/(loss) since the acquisition date CPDP B.V. 99,3,% 143 84 CSPF B.V. 100.0,% 12 21 CSPF B.V. 100.0,% 19 24 Acquisition date Owner CPDP 2003 s.r.o. 1 June 2005 Atrium Center s.r.o 1 Aug 2005 14 Sept 2005 BGA Czech s.r.o. Smíchov Real Estate a. s. 17 March 2005 CSPF B.V. 100.0,% 36 41 Solitaire Real Estate a. s. 23 May 2005 CSPF B.V. 100.0,% 121 39 17 Stodůlky Office Center s.r.o. 28 July 2005 CSPF B.V. 100.0,% 27 BLUE RAY, a. s. 20 May 2005 Stodůlky Office Center s.r.o. 100,0,% 85 0 Jegeho Residential s.r.o. 27 Sept 2005 CSPF B.V. 100.0,% 2 (3) The Bank fully consolidates the investments in the real-estate funds in its consolidated financial statements. While the Bank holds 20 percent of the issued share capital of the funds and does not have a majority of voting rights and Board representation, it has provided significant additional funding to the funds for investment purposes which results in the Bank receiving substantially all of the returns and bearing substantially all of the risks of the investment. The second shareholder bears minimal risks and receives minimal returns from its investment in the funds. The acquisition cost of the above stated companies was equal to the fair value of net assets. (c) Unconsolidated Investments The following subsidiary and associated undertakings: Genesis Private Equity Fund B L.P., – FNE B.V., Jegeho Residential s. r. o., České nemovitosti, a. s., CBCB-Czech Banking Credit Bureau, a. s., První certifikační autorita, a. s., Servis 1 – ČS, a. s., Hotelová společnost, s. r. o., Consulting ČS, a. s., Erste Corporate Finance, a. s. and SporDat, spol. s r. o., are excluded from consolidation due to immateriality, The aggregate value of unconsolidated assets of the entities referred to above was CZK 278 million as of 31 December 2005. 6. CASH AND BALANCES WITH THE CNB CZK million Cash Nostro accounts with the CNB Minimum reserve deposit with the CNB Total 2005 2004 13,201 13,300 720 700 4,183 4,128 18,104 18,128 Minimum reserve deposits represent mandatory deposits calculated in accordance with regulations promulgated by the CNB, and whose withdrawal is restricted. Minimum reserve deposits bear interest at the two week repo rate of the CNB. The nostro balances represent balances with the CNB relating to settlement activities and were available for withdrawal at the year-end. 93 7. LOANS AND ADVANCES TO FINANCIAL INSTITUTIONS CZK million Nostro accounts 2005 2004 511 835 48,211 42,463 Placements with financial institutions 49,124 33,814 Total 97,846 77,112 Loans and advances to financial institutions As of 31 December 2005, the Group provided certain financial institutions with loans of CZK 47,270 million (2004: CZK 37,899 million) under reverse repurchase transactions which were collateralised by securities amounting to CZK 47,136 million (2004: CZK 37,435 million). 8. AMOUNTS DUE FROM ČESKÁ KONSOLIDAČNÍ AGENTURA With effect from 1 September 2001, Konsolidační banka Praha, s.p.ú. was transformed into Česká konsolidační agentura (‘ČKA’) pursuant to Act 239/2001 Coll. This entity’s receivables have been included in the government sector and are guaranteed by the State pursuant to the Act referred to above. CZK million Amounts due from Česká konsolidační agentura 2005 2004 15,653 25,843 As of 31 December 2005, the Group had loans of CZK 14,900 million related to the loan portfolio restructuring effected by the State with ČKA’s assistance (2004: CZK 18,600 million). These loans will fall due for repayment in the period from 2006 through 2008. 9. LOANS AND ADVANCES TO CUSTOMERS The following table shows a breakdown of the loan balance by type of loan: CZK million 2005 2004 Corporate loans 95,444 81,946 Mortgage loans 80,874 55,625 Retail loans 72,980 58,471 Public sector loans 11,693 10,519 Finance leases Total 6,776 6,885 267,767 213,446 The principal loans and advances to customers are held by the Bank. The following table summarises information about the Bank’s credit portfolio. 94 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II Industry Sector Analysis The table below details the breakdown of loans and advances to customers by industry sector: CZK million 2005 2004 Non-financial institutions 92,032 74,572 Financial institutions 23,992 19,809 Government sector 13,884 12,287 Not-for-profit organisations 1,163 260 Households (self employed) 8,677 1,899 104,841 69,647 Resident individuals Other Total (only for the Bank) 18 10,115 244,607 188,589 Intra-group loans and advances (6 450) (990) Loans and advances of other group companies 29,610 25,847 267,767 213,446 Total As of 31 December 2005, the Bank provided certain customers with loans of CZK 1,014 million (2004: CZK 541 million) under reverse repurchase transactions which were collateralised by securities amounting to CZK 1,362 million (2004: CZK 526 million). The gross exposures shown above include loans in the aggregate amount of CZK 3,653 million (2004: CZK 2,932 million) on which interest is no longer accrued. Analysis of Loans and Advances to Customers according to Credit Risk Assessment Policies In applying the new loan impairment assessment policies the Group allocates loans and advances to customers into the following categories: CZK million Bank Group companies net of eliminations Total Individually impaired 12,285 2,180 14,465 Collectively impaired 1,861 1,861 Unimpaired 230,461 20,980 251,441 Total 244,607 23,160 267,767 95 Finance leases Loans and advances to customers also include net investments in finance leases. CZK million 2005 2004 Gross investment in finance leases 7,307 7,749 – Less than 1 year 4,240 3,854 – From 1 year to 5 years 2,972 3,766 Of which: – Over 5 years Unearned income 95 129 (531) (864) Subtotal 6,776 6,885 Provision (1 403) (1,420) 5,373 5,465 Net investment in finance leases Of which: – Less than 1 year 2,951 2,721 – From 1 year to 5 years 2,358 2,653 64 91 CZK million 2005 2004 At 1 January 7,166 7,656 – Over 5 years The principal assets held under lease arrangements include cars and other technical equipment. 10. PROVISIONS FOR LOSSES ON LOANS AND ADVANCES (a) Creation and use of provisions for losses on loans and advances Net charge for provisions Use of provisions for loans written off and assigned FX differences from provisions in foreign currency 561 272 (1 045) (742) (10) (20) 6,672 7,166 Bank Group companies Total Individually impaired (4,846) (1 626) (6 472) Collectively impaired (200) – (200) (5 046) (1 626) (6 672) At 31 December (b) Provisions for losses on loans and advances by category CZK million Total 96 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II 11. SECURITIES HELD FOR TRADING CZK million Listed debt securities Listed equity securities and other variable yield securities Total 2005 2004 17,823 13,597 1,781 1,607 19,604 15,204 Listed debt securities include Government treasury bills and treasury bills of the CNB in the aggregate amount of CZK 4 million (2004: CZK 912 million) and Government bonds in the aggregate amount of CZK 9,858 million (2004: CZK 3,349 million) which may be used for refinancing with the CNB (the amounts shown above do not reflect securities that were transferred to collateralise loans received under repurchase transactions). Debt securities comprise: CZK million 2005 2004 Variable yield debt securities Issued in CZK – 103 Issued in other currencies 246 1,169 Total 246 1,272 10,965 7,350 Fixed income debt securities Issued in CZK Issued in other currencies 6,612 4,975 Total 17,577 12,325 Total debt securities 17,823 13,597 2005 2004 1,383 1,273 Equity securities and other variable yield securities comprise: CZK million Shares and share certificates Issued in CZK Issued in other currencies Total 398 334 1,781 1,607 97 Debt securities were issued by: CZK million 2005 2004 10,912 8,288 Debt securities issued by State institutions in the Czech Republic Foreign state institutions 1,793 – Financial institutions in the Czech Republic 1,131 32 Foreign financial institutions 3,197 3,829 Other entities in the Czech Republic 20 311 770 1,137 17,823 13,597 Other foreign entities Total Equity securities and other variable yield securities held for trading were issued by the following issuers: CZK million 2005 2004 1,706 1,600 69 7 Shares and share certificates issued by Foreign financial institutions Other entities in the Czech Republic Other foreign entities Total 6 – 1,781 1,607 12. SECURITIES DESIGNATED UPON INITIAL RECOGNITION AS AT FAIR VALUE THROUGH PROFIT OR LOSS CZK million 2005 2004 11,144 9,655 17 – 5,097 3,220 Debt securities Listed Unlisted Equity securities and other variable yield securities Listed Unlisted Total 680 680 16,938 13,555 Debt securities do not include Government treasury bills and treasury bills of the CNB which may be used for refinancing with the CNB (2004: CZK 1,296 million – the amount does not reflect securities that were transferred to collateralise loans received under repurchase transactions). In 2005, debt securities additionally include securitised securities of CZK 2,052 million (2004: CZK 757 million). 98 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II Unlisted equity securities and other variable yield securities include equity investments and holdings that are not participating interests with controlling or significant influence in the aggregate amount of CZK 680 million (2004: CZK 680 million). Debt securities comprise: CZK million 2005 2004 669 1,148 Variable yield debt securities Issued in CZK Issued in other currencies 2,892 975 Total 3,561 2,123 Fixed income debt securities Issued in CZK Issued in other currencies 21 1,317 7,579 6,215 Total 7,600 7,532 Total debt securities 11,161 9,655 2005 2004 Equity securities and other variable yield securities comprise: CZK million Shares and share certificates Issued in CZK 967 1,216 Issued in other currencies 4,810 2,684 Total 5,777 3,900 2005 2004 213 1,560 2,231 2,310 Debt securities were issued by the following issuers: CZK million Debt securities issued by State institutions in the Czech Republic Foreign state institutions Financial institutions in the Czech Republic Foreign financial institutions Other foreign entities Total 287 – 8,025 5,695 405 90 11,161 9,655 99 Equity securities and other variablve yield securities were issued by the following issuers: CZK million 2005 2004 Shares and share certificates issued by Financial institutions in the Czech Republic 2,936 1,187 Foreign financial institutions 2,841 2,713 Total 5,777 3,900 2005 2004 13. POSITIVE FAIR VALUE OF FINANCIAL DERIVATIVE TRANSACTIONS CZK million Hedging – Foreign currency 7 – – Interest rate 328 207 Total hedging 335 207 Non-hedging – Foreign currency – Interest rate – Other 4,997 4,521 12,398 10,685 118 – Total non-hedging 17,513 15,206 Total positive fair value of financial derivative transactions 17,848 15,413 2005 2004 28,778 37,022 1,852 569 14. SECURITIES AVAILABLE FOR SALE CZK million Debt securities Listed Equity securities and other variable yield securities Listed Unlisted Total 43 40 30,673 37,631 Debt securities include Government treasury bills and treasury bills of the CNB in the aggregate amount of CZK 3,282 million (2004: CZK 12,543 million) and Government bonds of CZK 14,285 million (2004: CZK 7,244 million) which may be used for refinancing with the CNB (the amounts shown above do not reflect securities that were transferred to collateralise loans received under repurchase transactions). Listed equity securities and other variable yield securities do not include shares issued by the parent company, Erste Bank (2004: CZK 74 million). 100 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II Unlisted equity securities and other variable yield securities include equity investments and holdings that are not participating interests with controlling or significant influence in the aggregate amount of CZK 43 million (2004: CZK 40 million). Debt securities comprise: CZK million 2005 2004 Variable yield debt securities Issued in CZK 2,369 648 Issued in other currencies 3,675 3,202 Total 6,044 3,850 18,015 30,121 Fixed income debt securities Issued in CZK Issued in other currencies 4,719 3,051 Total 22,734 33,172 Total debt securities 28,778 37,022 2005 2004 340 196 Equity securities and other variable yield securities comprise: CZK million Shares and share certificates Issued in CZK Issued in other currencies 1,555 413 Total 1,895 609 2005 2004 Debt securities were issued by the following issuers: CZK million Debt securities issued by State institutions in the Czech Republic 17,567 29,701 Foreign state institutions 3,536 1,790 Financial institutions in the Czech Republic 2,435 225 Foreign financial institutions 4,452 4,124 61 420 Other entities in the Czech Republic Other foreign entities Total 727 762 28,778 37,022 101 Equity securities and other variable yield securities were issued by the following issuers: CZK million 2005 2004 Shares and share certificates issued by Financial institutions in the Czech Republic 63 75 Other entities in the Czech Republic 67 30 1,213 386 Foreign financial institutions Other foreign entities Total 552 118 1,895 609 15. ASSETS HELD FOR SALE With effect from 1 January 2005, the Group adopted IFRS 5 and selected immovable assets that met criteria for classification as assets held for sale as of that date (refer to Note 3i) in the aggregate carrying amount of CZK 78 million. Given the contemplated sale, market values of these assets were determined and impairment recognised in the previous period and hence the carrying value as of 1 January 2005 represented the fair value and no other revaluation was required. CZK million Total At 31 December 2004 – Effect of the adoption of IFRS 5 78 At 1 January 2005 78 Additions to assets held for sale 331 Disposals of assets held for sale (83) At 31 December 2005 326 As of the date of the application of IFRS, that is, as of 1 January 2005, the net book value of assets held for sale was CZK 78 million. All assets held for sale are presented in the ‘Other activities’ segment. 16. SECURITIES AND OTHER ASSETS HELD TO MATURITY CZK million 2005 2004 124,610 123,418 – 1,296 Debt securities Listed Unlisted Equity investments Subsidiaries and associates excluded from consolidation Total 102 385 523 124,995 125,237 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II Listed debt securities include Government treasury bills and treasury bills of the CNB of CZK 15,952 million (2004: CZK 989 million) and Government bonds of CZK 55,680 million (2004: CZK 57,957 million) which may be used for refinancing with the CNB (the amounts shown above do not reflect securities that were transferred to collateralise loans received under repurchase transactions). The portfolio additionally comprises bonds issued by the parent company, Erste Bank at a cost of CZK 628 million (2004: CZK 5,623 million). Debt securities include credit linked notes of CZK 628 million (2004: CZK 628 million). Unconsolidated subsidiaries and associated companies are described in Note 5c. Debt securities comprise: CZK million 2005 2004 Variable yield debt securities issued in CZK 19,127 13,384 Fixed income debt securities issued in CZK 105,483 111,330 Total 124,610 124,714 2005 2004 82,287 79,186 Debt securities were issued by the following issuers: CZK million Debt securities issued by State institutions in the Czech Republic Financial institutions in the Czech Republic Foreign financial institutions Other entities in the Czech Republic Other foreign entities Total 8,352 8,036 32,855 34,982 1,116 1,950 – 560 124,610 124,714 103 17. FINANCIAL PLACEMENTS OF INSURANCE COMPANIES Financial placements of insurance companies comprise the following types of assets: CZK million Loans and advances to financial institutions 2005 2004 32 33 2,905 5,170 Securities at fair value through profit or loss Listed debt securities Shares and share certificates 985 494 – Listed 731 434 – Unlisted Total 254 60 3,290 5,664 6,321 6,433 Securities held to maturity Listed debt securities Real estate Total 49 49 10,292 12,179 2005 2004 – – 18. INVESTMENT PROPERTY CZK million At 1 January Additions (fair value at the date of acquisition under business combinations) Net gains from fair value revaluations Deferred tax movement (refer to Note 29) At 31 December 6,175 – 125 – 79 – 6,379 – Rental income arising from investment property amounted to CZK 258 million (2004: CZK nil). Operating expenses on this investment property amounted to CZK 33 million (2004: CZK 0 million). 104 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II 19. INTANGIBLE FIXED ASSETS CZK million Goodwill Software Other Total 28 1,986 5,101 7,115 – 663 1,767 2,430 Cost 1 January 2004 Additions Disposals – (27) (880) (907) 31 December 2004 28 2,622 5,988 8,638 1 January 2005 28 2,622 5,988 8,638 Additions – 530 1,492 2,022 Disposals – (409) (473) (882) 28 2,743 7,007 9,778 31 December 2005 Accumulated amortisation and provisions 1 January 2004 (17) (1,433) (1,645) (3,095) Additions (refer to Note 40) – (340) (893) (1,233) Provision for impairment – – 30 30 Disposals – 24 13 37 31 December 2004 (17) (1,749) (2,495) (4,261) 1 January 2005 (17) (1,749) (2,495) (4,261) – (441) (1 082) (1 523) Additions (refer to Note 40) Provision for impairment – – 96 96 Disposals – 367 5 372 (17) (1 823) (3 476) 5,316 31 December 2005 Net book value 31 December 2005 11 921 3,531 4,462 31 December 2004 11 873 3,493 4,377 The balances as of 31 December 2005 shown above include CZK 2,094 million (2004: CZK 1,962 million) in assets under construction. In 2005, the Bank released a part of the provision recognised in the past in respect of an impairment of assets under construction relating to the purchase of licences to operate an information system due to redundancy. 105 20. PROPERTY AND EQUIPMENT CZK million Land and buildings Equipment, fixtures and fittings Total 29,315 Cost 1 January 2004 17,961 11,354 Additions 822 1,402 2,224 Disposals (1,889) (1,446) (3,335) 31 December 2004 16,894 11,310 28,204 1 January 2005 16,894 11,310 28,204 Application of IFRS 5 Additions (145) (1) (146) 540 1,995 2,535 Disposals (1,216) (1,035) (2,251) 31 December 2005 16,073 12,269 28,342 (5,478) (7,261) (12,739) (538) (1,379) (1,917) Provision for impairment 564 – 564 Disposals 652 956 1,608 Accumulated depreciation and provisions 1 January 2004 Additions (refer to Note 40) 31 December 2004 (4,800) (7,684) (12,484) 1 January 2005 (4,800) (7,684) (12,484) Application of IFRS 5 67 1 68 (187) (1,400) (1,587) (95) (1) (96) 54 490 544 (4,961) (8,594) (13,555) 31 December 2005 11,112 3,675 14,787 31 December 2004 12,094 3,626 15,720 Additions (refer to Note 40) Provision for impairment Disposals 31 December 2005 Net book value The balances as of 31 December 2005 shown above include CZK 642 million (2004: CZK 813 million) in assets under construction. In 2005, the Group recognised asset impairment of CZK 96 million relating largely to real estate that is insufficiently used by the Group for its activities (2004: CZK 213 million). 106 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II 21. OTHER ASSETS CZK million 2005 2004 Accrued income 8,059 8,541 – Interest on loans and advances to financial institutions 230 257 – Interest on loans and advances to customers, including ČKA 698 512 – Coupons on bonds 3,703 4,168 – State support 3,411 3,503 Of which: – Other Deferred expenses Deferred tax asset (refer to Note 29) Various receivables 17 101 724 668 44 100 547 1,255 Other assets 1,179 694 Receivables from factoring transactions 3,330 3,360 1,110 440 Receivables from securities trading Other assets from insurance services Total 69 43 15,062 15,101 The receivable from state subsidy totalling CZK 3,411 million (2004: CZK 3,503 million) involves claims in respect of the participants of the building savings scheme offered by the Bank’s subsidiary, Stavební spořitelna České spořitelny, a. s. The state subsidy is provided to the participants from the Finance Ministry of the Czech Republic (MF CR) based on the amount of customer deposits at the year-end with a limit of CZK 4,500/CZK 3,000 (for contracts entered into subsequent to 1 January 2004) per participant (refer to Note 23.). 22. AMOUNTS OWED TO FINANCIAL INSTITUTIONS CZK million Loro accounts 2005 2004 389 182 Other 34,509 32,723 Total 34,898 32,905 As of 31 December 2005, the Bank received from other financial institutions loans of CZK 15,171 million (2004: CZK 12,100 million) under repurchase transactions which were collateralised by securities amounting to CZK 14,917 million (2004: CZK 11,739 million). 107 23. AMOUNTS OWED TO CUSTOMERS CZK million 2005 2004 Repayable on demand 275,625 247,688 Other deposits 205,931 197,083 Total 481,556 444,771 As of 31 December 2005, the Bank received from customers loans of CZK 727 million (2004: CZK 560 million) under repurchase transactions which were collateralised by securities amounting to CZK 720 million (2004: CZK 554 million). Other deposits include a payable of CZK 3,411 million (2003: CZK 3,503 million) arising from state subsidy claims in respect of building savings programme participants (refer to Note 21). Analysis of amounts owed to customers: CZK million Savings deposits 2005 2004 182,199 178,785 Other amounts owed to customers – Public sector 34,869 25,615 – Corporate clients 68,303 60,977 180,500 166,976 – Retail clients – Other Total 15,685 12,418 481,556 444,771 2005 2004 24. NEGATIVE FAIR VALUE OF FINANCIAL DERIVATIVE TRANSACTIONS CZK million Hedging – Foreign currency 3 – – Interest rate 305 91 Total hedging 308 91 Non-hedging – Foreign currency – Interest rate – Other 962 1,317 13,046 11,137 254 22 Total non-hedging 14,262 12,476 Total negative fair value of financial derivative transactions 14,570 12,567 108 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II 25. BONDS IN ISSUE ISIN Date of issue Maturity Interest rate 2005 CZK million CZK million 2004 2,678 Mortgage bonds CZ0002000201 November 2002 November 2007 5.80,% 2,585 Mortgage bonds CZ0002000235 March 2003 March 2008 5.20,% 3,121 3,191 Mortgage bonds CZ0002000276 August 2003 August 2008 4.50,% 2,604 2,678 Mortgage bonds CZ0002000342 April 2004 April 2009 3.50,% 278 307 Mortgage bonds CZ0002000409 August 2004 August 2009 3.60,% 476 438 Mortgage bonds CZ0002000516 May 2005 August 2006 1.85,% 600 – Mortgage bonds CZ0002000524 May 2005 May 2010 4.50,% 1,893 – Mortgage bonds CZ0002000573 June 2005 June 2010 4.05,% 1,924 – Mortgage bonds CZ0002000623 October 2005 October 2015 4.75,% 5,560 – Mortgage bonds CZ0002000763 December 2005 December 2012 3m Pribor -0.2,% 1,999 – Mortgage bonds CZ0002000771 December 2005 December 2008 4.45,% 783 – Bonds CZ0003700759 February 2004 February 2008 1.00,% x) 114 102 Bonds CZ0003700767 February 2004 February 2014 3.51,% x) 1,499 1,502 Bonds CZ0003701013 May 2005 June 2008 – x) 242 – Bonds CZ0003701047 July 2005 July 2012 2.72,% xx) 714 – Bonds CZ0003701054 September 2005 September 2017 4.75,% x) 196 – Bonds CZ0003701062 October 2005 October 2013 5.00,% x) – – Depository bills of exchange 14,694 8,753 Total 39,282 19,649 x) Bonds were issued with a combined yield. xx) If the early repayments option is not exercised, the interest rate is increased by 3.55 percent. Of the aggregate carrying value of the mortgage bonds, CZK 16,568 million (2004: CZK 8,447 million) was hedged against interest rate risk through interest rate swaps linked to a market floating rate. In accordance with applicable accounting policies, these mortgage bonds are remeasured at fair value. Bonds issues were placed with an embedded derivative. The ISIN CZ0003700767 and CZ0003701047 issues of bonds are remeasured at fair value because they are hedged against interest rate risk and early repayment options are attached to the bonds. The ISIN CZ0003701013 and CZ0003701054 issues were placed with a share index option which is recorded separately and is remeasured at fair value. 109 26. TECHNICAL INSURANCE PROVISIONS Charge for and use of provisions CZK million 2005 Balance at 1 January 9,288 8,918 Charge for provisions 3,163 4,460 (1 826) (1 738) – (2 352) 10,625 9,288 CZK million 2005 2004 Provision for legal disputes relating to credit transactions 2,089 2,021 Use of provisions Release of provisions Balance at 31 December 2004 27. PROVISIONS FOR LIABILITIES AND OTHER RESERVES (a) Structure of provisions Provision for off balance sheet credit risks 1 190 536 359 2,626 2,570 CZK million 2005 2004 Balance at 1 January 2,570 2,435 Charge for provisions 716 1,109 Use of provisions (65) (152) Release of provisions (595) (822) Balance at 31 December 2,626 2,570 Other reserves Total (b) Charge for and use of provisions (c) Provisions for other credit risks and off balance sheet credit exposures Provisions for other credit risks and off balance sheet credit exposures are recorded to cover specific risks arising from pending legal disputes relating to loan transactions and to cover losses that result from off balance sheet and other exposures. 110 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II CZK million 2005 2004 Balance at 1 January 2,211 1,953 Charge for provisions 441 832 Use of provisions (62) (27) Release of provisions (500) (547) Balance at 31 December 2,090 2,211 2005 2004 560 404 – Interest on amounts owed to financial institutions 36 48 – Interest on amounts owed customers 66 68 432 282 28. OTHER LIABILITIES CZK million Accrued expenses Of which: – Interest on bonds in issue – Other 26 6 579 105 Short sales 7,362 5,535 Various creditors 1,704 1,111 Payables from factoring transactions 3,004 3,428 Deferred income Payables from securities trading 1,433 441 Other payables 6,802 5,052 782 2,275 Income tax liability Deferred income tax liability (refer to Note 29) Total 1,112 678 23,338 19,029 29. DEFERRED INCOME TAXES Deferred income tax is calculated from all temporary differences under the liability method using a principal tax rate of 24 percent (2004: 26 percent), 5 percent for Penzijní fond České spořitelny, a. s. (2004: 5 percent) and 19 percent for companies based in Slovakia (2004: 19 percent). 111 Deferred income tax assets (liabilities) are as follows: CZK million 2005 2004 Balance at the beginning of the year (578) (280) Movements arising from acquisitions and change in minority shareholders’ holding (803) – Movement for the year – equity 154 6 Movement for the year – income/(expense) 159 (304) (1 068) (578) Net balance at the end of the year The impact of deferred tax liabilities on equity arises from changes in the fair value of securities available for sale and hedging derivatives. The deferred tax (charge)/credit in the profit and loss account comprises the following temporary differences: CZK million Tax losses carried forward Provisions and reserves Accelerated depreciation 2005 2004 4 (7) (66) (24) 48 (199) Fair value of investment property (refer to Note 18) (79) – Other temporary differences 252 (74) Total (refer to Note 43) 159 (304) (1) 31 2005 2004 Of which: impact of the change of rate Deferred income tax assets and liabilities are attributable to the following items: CZK million Deferred tax assets Tax losses carried forward 17 13 Non-tax deductible reserves and provisions 248 314 Other temporary differences 236 – 501 327 Deferred tax asset adjustment (net of liabilities) (457) (227) Total deferred tax asset (refer to Note 21) 44 100 Deferred tax liabilities Accelerated depreciation for tax purposes (329) (377) Changes in fair value of securities available for sale and hedging derivatives (refer to Note 33) (206) (360) Fair value of investment property (866) – Other temporary differences (168) (168) (1,569) (905) Deferred tax liability adjustment (net of assets) 457 227 Total deferred tax liability (refer to Note 28) (1,112) (678) Net deferred tax asset (liability) (1,068) (578) 112 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II 30. SUBORDINATED DEBT On 16 May 2005, the Bank issued subordinated debt totalling CZK 3,000 million with a maturity date of 16 May 2015 and an interest rate of 6M PRIBOR plus 0.46 percent p.a. The book value is CZK 2,998 million, net of CZK 2 million in transaction costs, as of 31 December 2005. The debt was issued in the certificate form and placed on the free market of the Prague Stock Exchange. If the Bank does not exercise its option for premature repayment of the debt after the elapse of five years, the interest rate shall increase to 6M PRIBOR plus 1.4 percent p.a. Interest is payable semi-annually in arrears. The debt is unsecured and unconditional. On 5 May 2005, the Czech National Bank issued a certificate confirming that this subordinated debt is compliant with all regulatory requirements and may be included in the additional capital of the Group for the purposes of calculating the capital adequacy ratio. 31. MINORITY INTERESTS CZK million 2005 2004 Balance at 1 January 1,702 1,440 112 1,086 – (664) (969) (119) 4 (41) Minority interest in the current year’s profit Acquisition of minority interest Dividends paid to minority shareholders Valuation gains or losses Minority interests in the companies newly included in consolidation, increase in capital and foreign exchange differences Balance at 31 December – – 849 1,702 Minority interest in the current year’s profit for 2004 was predominantly attributable to the sale of the non-life insurance business of Pojišťovna České spořitelny, a. s. The acquisition of minority interest in 2004 represented the difference between the fair value of assets and liabilities acquired from the minority shareholders of Stavební spořitelna České spořitelny, a. s. 32. SHARE CAPITAL Authorised, called-up and fully paid share capital was as follows: Ordinary shares of CZK 100 each Priority shares of CZK 100 each Total Number of shares 2005 CZK million Number of shares CZK million 2004 140,788,787 14,079 140,788,787 14,079 11,211,213 1,121 11,211,213 1,121 152,000,000 15,200 152,000,000 15,200 Priority shareholders are not entitled to vote at the annual shareholders’ meeting. They have a right to receive dividends each year if the Bank is profitable. The amount of the dividend is proposed by the Board of Directors and subject to approval at the annual shareholders’ meeting. In the case of liquidation, priority shareholders have a right to the assets of the Bank before ordinary shareholders but after other creditors. Priority shareholders have a right to purchase shares offered by the Bank when it increases its share capital 113 in the same proportion as the current holding. Priority registered shares can be issued only to municipalities and local governments in the Czech Republic. The priority registered shares can be transferred to entities other than municipalities and local governments of the Czech Republic only subject to the approval of the Board of Directors. 33. REVALUATION GAINS OR LOSSES CZK million Securities available for sale Hedging derivatives 2005 2004 FX differences 2005 2004 2005 Gain on fair value changes 1,628 1,246 – – Deferred tax liability (360) (352) – – – – – – 1,268 894 – – (699) 382 – – 151 (8) 3 – FX differences – – – – 16 Cash flow hedge – – (18) – Gain on fair value changes 929 1,628 – – – Deferred tax (liability)/asset (209) (360) 3 – – FX differences – – – – 7 Cash flow hedge – – (18) – 720 1,268 (15) – Total 2004 2005 2004 – – 1,628 1,246 – – (360) (352) (9) 2 (9) 2 (9) 2 1,259 896 – – (699) 382 – – 154 (8) (11) 16 (11) – (18) – – 929 1,628 – (206) (360) (9) 7 (9) – – (18) – 7 (9) 712 1,259 At 1 January FX differences Total at 1 January Changes during the year Gain/(loss) on fair value changes Deferred tax (liability)/asset At 31 December Total at 31 December 34. INTEREST INCOME AND SIMILAR INCOME CZK million Loans and advances to financial institutions Loans and advances to customers Debt securities and other fixed income securities 2005 2004 2,508 2,522 15,093 13,224 6,731 7,450 Proceeds from shares and other variable yield securities 165 222 Rental income 360 110 24,857 23,528 Total Rental income for the year ended 31 December 2005 includes rental proceeds of CZK 259 million arising from investment property. 114 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II 35. INTEREST EXPENSE AND SIMILAR EXPENSE CZK million Amounts owed to financial institutions Amounts owed to customers Bonds in issue Subordinated debt Fair value of hedging derivatives 2005 2004 869 908 4,883 4,744 352 446 49 – (16) 4 Other 1 10 Total 6,138 6,112 2005 2004 36. PROVISIONS FOR CREDIT RISKS CZK million Charge for the year (4 206) (3,430) Release of provisions 3,769 2,869 Net charge for provisions (437) (561) (13) (3) Write-offs of loans not covered by provisions Recoveries Total 64 59 (386) (505) 2005 2004 34 FEE AND COMMISSION INCOME CZK million Lending activities 1,495 1,763 System of payment 5,664 5,497 Securities transactions 808 606 Building savings activities 760 799 Foreign exchange transactions Other financial activities Total 42 42 342 273 9,111 8,980 115 38. FEE AND COMMISSION EXPENSE CZK million Lending activities System of payment 2005 2004 9 47 299 275 Securities transactions 30 8 Building savings activities 36 128 Foreign exchange transactions 5 6 Other financial activities 348 278 Total 727 742 2005 2004 39. NET PROFIT ON FINANCIAL OPERATIONS CZK million Realised and unrealised profit on securities held for trading 192 500 Derivative instruments (279) (520) Foreign exchange trading 1,307 1,016 Other 137 193 Total 1,357 1,189 116 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II 40. GENERAL ADMINISTRATIVE EXPENSES (a) Composition of general administrative expenses CZK million 2005 2004 Wages and salaries 5,247 5,067 Social security costs 2,007 1,812 Staff costs Other staff costs 89 155 Total staff costs 7,343 7,034 Data processing expenses 1,566 1,699 Building maintenance and rent 1,300 1,439 Costs of business transactions 963 980 Advertising and marketing 802 726 Advisory and legal services 465 329 Other administrative expenses 588 526 5,684 5,699 Amortisation of intangible assets (refer to Note 19) 1,523 1,233 Depreciation of property and equipment (refer to Notes 15 and 20) 1,845 1,917 Total depreciation 3,368 3,150 16,395 15,883 2005 2004 Salaries 180 156 Total 180 156 2005 2004 Other administrative expenses Total other administrative expenses Depreciation Total (b) Board of Directors and Supervisory Board emoluments CZK million (c) Average number of employees and Board members Board of Directors 8 7 Supervisory Board 12 12 11,406 11,805 Staff 117 With a view to fostering loyalty of the Bank’s key employees and attracting new key managers, the Supervisory Board of Erste Bank, resolved, based upon authorisation given by the General Meeting of Shareholders dated 8 May 2001, to implement an Employee Erste Bank Stock Ownership Programme (‘ESOP’) and a Management Erste Bank Stock Option Programme (‘MSOP’) within the Group. All employees of the Bank and its subsidiary companies were entitled to subscribe for shares under the Employee Stock Ownership Programme. Each employee was entitled to subscribe for a maximum of 200 shares (2004: 100 shares). The price of one share was established on the basis of the average rate in April 2005 decreased by a 20 percent discount. The 20 percent discount is conditional upon the shares being held for a period of one year. A total of 395 employees (2004: 150) participated in the programme and subscribed for 50,291 shares (2004: 7,998). Management of the Bank and its subsidiary companies and selected key employees were granted the fourth tranche of options for subscription of shares under the Management Erste Bank Stock Option Plan 2005. In the year ended 31 December 2005, approximately 143,500 options (2004: 50,750) were granted to these employees. The following tranche of the programme in 2006 will be approximately of the same size. These options entitle the holders to acquire Erste Bank’s shares for the price of EUR 43 which was determined as the average price of shares ruling in April 2005 plus a 10 percent mark-up, rounded to EUR 0.5 (for the options subscribed until 2004 the price of the share was EUR 66 on the basis of the average price ruling in March 2002), within five years from the issuance of each tranche of options. 5,850 options (2004: 35,880 options) granted under the first tranche in 2002, 10,540 options (2004: 31,060) granted under the second tranche in 2003, and 26,922 options granted under the third tranche in 2004 were exercised in the year ended 31 December 2005. The aggregate amount of the discount in respect of both programmes was CZK 12 million (2004: CZK 5 million) and was reported within “General administrative expenses – other staff costs”. 41. NET INSURANCE INCOME CZK million 2005 2004 Net earned premium 2,406 3,073 Costs of insurance claims Change in technical provisions Operating expenses Other gains/(losses) on insurance transactions Technical account result Financial gains Other income of the non-technical account Total net insurance income 118 (914) (684) (1 138) (1,997) (432) (422) (71) (13) (149) (43) 523 407 – 10 374 374 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II 42. OTHER OPERATING INCOME/(EXPENSES), NET CZK million Release of other reserves 2005 2004 94 295 Gain on the sale and revaluation of real estate 248 102 Income from other services 117 95 Received compensation for deficits and damage 58 87 Release of provisions against non-credit receivables 61 85 Income from statute-barred deposits Other operating income Total other operating income 44 62 244 240 866 966 Charges for other reserves (275) (276) Contribution to the Deposit Insurance Fund (382) (731) Write-off of assets under construction (69) – Profit share of customers of Penzijní fond České spořitelny, a. s. (535) (387) Loss on the sale and impairment of real estate (104) (111) (83) (140) Deficits and damage, fines and penalties Charge for provisions against non-credit receivables (76) (107) Sponsorship contributions (50) (265) Other operating charges (229) (203) Other taxes (37) (49) (1 840) (2,269) Income from the revaluation/sale of securities at fair value through profit or loss 180 462 Income from the sale of securities available for sale 953 330 Total other operating expense Income from revaluation hedging derivatives 12 – Gains/(losses) on the revaluation/sale of equity investments 86 (52) 257 (563) CZK million 2005 2004 Current tax expense 3,223 3,646 Deferred tax income/(expense) (refer to Note 29) (159) 304 3,064 3,950 Total other operating income/(expenses), net 43. INCOME TAX EXPENSE Total 119 The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the basic tax rate of the home country of the parent company as follows: CZK million Profit before tax 2005 2004 12,310 13,173 Tax calculated at a tax rate of 26 percent (2004: 28 percent) 3,201 3,688 Income not subject to tax (430) (1,110) Expenses not deductible for tax purposes 605 1,107 Tax allowances and credits, including the utilisation of tax losses (32) (85) Income tax as per the final tax returns for prior period Subtotal Movement in deferred taxation (refer to Note 29) Income tax expense Effective tax rate (121) 46 3,223 3,646 (159) 304 3,064 3,950 27.47,% 30.00,% Further information about deferred income tax is presented in Note 29. 44. CASH AND CASH EQUIVALENTS Cash and cash equivalents at the end of the year as shown in the consolidated statements of cash flows are composed of the following balances: CZK million Cash (refer to Note 6) Nostro accounts with the CNB (refer to Note 6) Government treasury bills with maturity of less than three months Nostro accounts with financial institutions (refer to Note 7) Loro accounts with financial institutions (refer to Note 22) Total cash and cash equivalents 2005 2004 13,201 13,300 720 700 9,058 10,432 511 835 (389) (182) 23,101 25,085 45. FINANCIAL INSTRUMENTS A financial instrument is any contract that gives rise to the right to receive cash or another financial asset from another party (financial asset) or the obligation to deliver cash or another financial asset to another party (financial liability). Financial instruments may result in certain risks to the Group. The most significant risks include: (a) Credit Risk The Group takes on exposure to credit risk which is the risk that a counterparty will be unable to pay amounts in full when due. ˝ 120 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II Credit Risk Management Methodology In managing credit risk, the Group applies a unified methodology which is adopted on a Group-wide basis and sets out applicable procedures, roles and authorities. The Group credit risk management follows the strategic objectives arising from the parent company’s lending policy. The lending policy includes: • Prudent credit process guidelines, including procedures for the prevention of money laundering and fraudulent activities; • General guidelines regulating the acceptability of client segments on the basis of their principal activities, geographical areas, maximum maturity period, product and purpose of the loan; • Principal framework of the rating system and of setting up and revising borrower rating; • Basic principles underlying the system of limits and the structure of approval authorities; and • Rules of loan collateral management. Collection of Key Risk Management Information Throughout 2005, the Group placed great emphasis on enhancing the efficiency of the collection of data which is essential to the risk management process. The Group replaced its existing data collection system with a more comprehensive solution involving a data warehouse, while the responsibility for data processing has remained with the Risk Management Department. This solution is highly flexible when developing analyses drawing on a unified, group-wide source of data. The collected data allows the Risk Management Department to have detailed control over the Group’s individual exposures to all its clients. The quality of data significantly improved, which provides a better basis for its utilisation during debt recovery procedures, valuation of receivables and calculation of losses. Rating Tools Rating is perceived as one of the key risk management tools. Assessing the borrower is an obligatory part of every loan approval process or when making major changes to lending terms. The assessment takes into account the borrower’s financial position, identified weaknesses (such as management, competitiveness) for corporate clients, or social demographic indicators for retail clients. The Bank uses a 13+R rating scale for all clients with the exception of retail clients-private individuals (8+R) where ‘R’ means client in default. All information essential for assessing clients is collected and stored centrally. Revisions of the rating and identification of the approval level are an integral part of such information. The information is processed by a statistical software. Regular reviews and back-testing of statistical models are performed at least on a yearly basis. For the purposes of making regular updates of the client rating, the Group has implemented behavioural scoring which is based on the client’s account history and loan repayment ability with respect to all of its exposures to the Group. The rating based on behavioural scoring reflects the risk attributable to the client as well as the receivable. The rating of retail clients also strengthened the Bank’s position by allowing it to control its risk exposures during an accelerated lending process. Modification of the rating tools technology applied in respect of corporate clients resulted in a more flexible environment in 2005 facilitating the introduction of scorecards and centralisation of data collection. Another upgrade of rating tools is planned for the clients of the small and medium-sized business segment where behavioural scoring is scheduled to be implemented in early 2006. Rating tools for municipalities also underwent changes, both on the technical level and by introducing scorecards. The new rating instrument is linked to the public administration’s financial information system, which expands the availability of data for risk management of all municipalities in the Czech Republic. 121 During 2005, the Bank tested a pilot operation of a newly developed rating tool for special loans. The testing particularly focused on data collection and on customising the technological environment.˝ Exposure Limits Exposure limits are defined as the maximum exposure that the Bank may accept in respect of a client with a given rating and underlying collateral. In setting the system of limits, the Group strives to protect its revenues and capital from risk concentration. Risk concentration is measured as the capital required for the given portfolio. Risk Parameters Risks profiles used in the Group’s internal models include probability of failure, loan losses and credit conversion factors. Improvements made by the Group in 2005 primarily related to the quality of the input information referred to above and the development of models for setting up risk parameters on the basis of the current portfolio structure. The Group also expanded statistical-method-based calculation tools based on the historical data sampling method. A partial objective in this area is to obtain detailed information about stress behaviour and potential sensitivity of the principal segments of the portfolio. In addition to the overall objective of updating the estimation processes to the level matching the BASEL II concept, the Group creates an environment facilitating quantitative portfolio management. At present, the Group refers to risk parameters when monitoring portfolio risks, measuring portfolio protection and valuation of risks. Provisions against Loan Losses Beginning 1 January 2005, the Group has implemented a provisioning policy in accordance with IAS 39 Revised. The policy is based on two components, namely individual and collective losses. Individual Losses Component Individual losses represent the losses arising from receivables impaired on an individual basis. Impairment of a receivable is identified based on loss making events that can be ascertained individually. Impairment of non-retail receivables and retail receivables with a value exceeding CZK 5 million is measured on an individual basis taking into account the present value of expected future cash flows using the original effective interest rate of that receivable. The level of impairment of retail receivables is determined using the provisioning matrix based on the classification of the receivable and the segment it belongs to, where the classification represents the ascertained status of impairment or an event. Each individual component of this matrix is derived from historical experience with defaulted receivables and the potential recoverability of similar types of receivables. All exposures are revalued on a monthly basis depending on whether a loss making event occurred. Collective Losses Component Collective losses reflect the aggregate impairment of assets which are not impaired individually. Aggregate impairment covers collective losses arising from internal or external loss making events. Loss making events are measurable and identifiable in relation to the current portfolio. The scope of impairment reflects the Group’s expert estimate as to the sensitivity of the public to loss making events. The breakdown on credit risk by industries is shown in Note 49. 122 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II (b) Market Risk The Group takes on exposure to market risks. Market risks arise from open positions in interest rate, currency, equity, credit and commodity products, all of which are exposed to general and specific market movements. Market risks undertaken by the Group principally relate to transactions on financial markets which are traded in both the trading and banking books, and interest rate risk associated with assets and liabilities in the banking book. Trading book transactions in the capital, money and derivative markets can be segmented as follows: • Client quotations and client transactions, execution of client orders; • Interbank market quotations; and • Proprietary trading in the interbank market. The Group enters into short-term transactions on the account of the trading book, that is, the Group opens positions with a view to benefiting from short-term fluctuations in financial markets, purchases higher-interest bearing assets funded by the sale of lower-interest bearing assets with the objective of using the interest spread to generate profit, creates strategic positions, that is, positions opened to benefit from significant movements in the prices of financial assets. The Group conducts the following derivative transactions through the over-the-counter (OTC) market: • Foreign currency forwards (including non delivery forwards) and swaps; • Foreign currency options; • Interest rate swaps; • Asset swaps; • Forward rate agreements; • Cross-currency swaps; • Interest rate options such as swaptions, caps and floors; • Commodity derivatives (for gold and oil); and • Credit derivatives. In the area of exchange-traded derivatives, the Group trades the following instruments: • Bond futures; • Commodity derivatives (gold and oil futures); and • Options in respect of bond futures. During the year ended 31 December 2005, at the clients’ request, the Group also traded with other less common currency options, such as digital, barrier or windowed options. Some of these option contracts or options on various underlying stock baskets or stock indices formed part of the on-balance sheet instruments as embedded derivatives. Derivative transactions are also entered into to hedge against interest rate risk inherent in the banking book (interest rate swaps, FRA, swaptions) and to refinance the gap between foreign currency assets and liabilities (FX swaps and cross currency swaps). In addition to the calculation of sensitivities to individual risk factors, the Group applies the ‘value at risk’ methodology (‘VaR’) to estimate the market risk of positions held and the maximum losses expected. The Board of Directors establishes a VaR limit as the Group’s maximum exposure to market risk that may be accepted. Sub-limits placed on sensitivity values and VaR in respect of individual trading desks enable the managing of the overall market risk profile. These limits are approved by the Financial Market and Risk Management Committee, are monitored on a daily basis and exposures are reported. 123 The VaR method is complemented with ‘back testing’ which is designed to review the model for correctness. Back testing involves comparing daily estimates of VaR to the hypothetical results of the portfolio on the assumption that the positions within the portfolio remain unchanged for one trading day. Back testing results have, to date, confirmed the correctness of the setting of the VaR calculation model. (c) Foreign Currency Risk Foreign currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. The Group manages this risk by establishing and monitoring limits on open positions, also including delta equivalents of currency options. In addition to monitoring limits, the Group uses the ‘value at risk’ concept for measuring its open positions taken in respect of all currency instruments. The Group monitors special limits for foreign currency option contracts, such as limits for the delta equivalent sensitivity to the exchange rate change in the form of the gamma equivalent, and limits for option contract value sensitivity to the exchange rate volatility in the form of the vega equivalent. In addition, the Group monitors value sensitivity to the period to maturity (theta) and interest rate sensitivity (rho, phi) which is measured, together with other interest rate instruments, in the form of the PVBP (Present Value of a Basis Point). The Group’s net open foreign exchange rate position as of 31 December 2005 is shown in Note 47. (d) Interest Rate Risk Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Group manages its interest rate risk through the monitoring of the repricing dates of the Group’s assets and liabilities and using models which show the potential impact that changes in interest rates may have on the Group’s net interest income. Refer to Note 48. In order to measure the interest rate risk exposure within financial markets transactions the Group uses the ‘PVBP gap’ defined as a matrix of sensitivity factors to interest rates by currency for individual portfolios of interest rate products. These factors measure the portfolio market value sensitivity with a parallel shift of the yield curve of the relevant currency within the predefined period to maturity. The system of PVBP limits is set in respect of each interest rate product trading portfolio by currency. The limits are compared to the value that represents the greater of the sum of positive PVBP values or the sum of negative PVBP values in absolute terms for each period to maturity. By adopting this approach, the Group manages not only the risk attached to a parallel shift of the yield curve, but also any possible ‘flip’ of the yield curve. With regard to foreign currency options, the PVBP limits also include the Rho and Phi equivalents. In addition, the Bank monitors other special limits for interest rate option contracts, such as the gamma and vega limits for interest rates and their volatility. For monitoring and managing the banking book interest rate exposures, the Group uses a simulation model focused on monitoring potential impacts of market interest rate movements on the Group’s net interest income. Simulations are performed over the period of 36 months. A basic analysis focuses on the sensitivity of the Group’s net interest income to a one-off change(s) of market interest rates (rate shock). In addition, the Group undertakes probability modelling of its net interest income (stochastic simulation) and the traditional gap analysis. The analyses noted above are undertaken on a monthly basis and the results are discussed by the Assets and Liabilities Committee (ALCO) which decides whether it is necessary to take measures in response to the Group’s interest rate risk exposures. (e) Capital Requirement in Respect of Market Risks Since December 2003, the Bank has used its internal model approved by the Czech National Bank in November 2003 to calculate its B capital requirements. The capital requirement in respect of market risks (foreign currency risk, general interest rate risk, general and specific equity risk and risk associated with trading book option contracts) is determined using the Value at Risk method. The model is based upon the calculation of Value at Risk with a 99 percent confidence level and a 10-day holding period using the historical simulation method. 124 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II (f) Liquidity Risk Liquidity risk is the risk that the Group will encounter difficulties in raising funds to meet commitments associated with financial instruments. The Group’s liquidity position is monitored and managed based on expected cash flows and adjusting the structure of interbank deposits and placements accordingly and/or implementing other decisions aimed at adjusting the liquidity position of the Group, for example, a decision to issue bonds. Refer to Note 50 for an analysis of the Group’s balance sheet by maturity as of 31 December 2005 and 2004. (g) Operational Risk In accordance with Regulation of the Czech National Bank No. 2 dated 3 February 2004, which sets out requirements in respect of the review of banks’ internal control and management systems including the risk management system, the Group defines operational risk as the risk of loss arising from the inappropriateness or failure of internal processes, human errors or failures of systems or the risk of loss arising from external events, including loss due to the breach of or failure to fulfil legal regulations.With assistance from Erste Bank Vienna, the Group put in place a standardised categorisation of operational risks, the objective being to utilise this classification within the entire financial group. Since 2004, the Bank and its subsidiaries have joined the Erste Bank Group insurance programme. The Group has cooperated with an external supplier in developing a software application to collect data about operational risk which conforms to the data collection requirements set out in Basel II. The data is not only used with a view to quantifying operational risks and monitoring trends in the development of these risks but also for the purpose of preventing recurrence of operational risks. A tool of importance in mitigating losses arising from operational risks is the Group’s insurance programme put in place in 2002. This insurance programme involves insurance of property damage as well as risks arising from banking activities and liability risks. Since 2004, the Bank and its subsidiaries have joined the Erste Bank Group insurance programme which expands insurance protection specifically with regard to damage that may materially impact the Group’s profit or loss. In addition to the risks noted above, the Group trades in derivative financial instruments which are discussed in greater detail in the following note. 46. OFF BALANCE SHEET ITEMS AND DERIVATIVE FINANCIAL INSTRUMENTS In the normal course of business, the Group becomes a party to various financial transactions that are not reflected on the balance sheet and are referred to as off balance sheet financial instruments. The following represent notional amounts of these off balance sheet financial instruments, unless stated otherwise. (a) Contingent Liabilities Legal Disputes At the balance sheet date the Group was involved in various claims and legal proceedings of a nature considered normal to its business. The Czech legal environment is still evolving, legal disputes are costly and their outcome unpredictable. Many parts of the legislation remain untested and there is uncertainty about the interpretation that courts may apply in a number of areas. The impact of these uncertainties cannot be quantified and will only be known as the specific legal disputes in which the Group is named are resolved. The Group is involved in various claims and legal proceedings of a special nature. The Group also defends against various legal actions relating to contractual disputes. The Group does not disclose the details underlying the disputes as the disclosure may have an impact on the outcome of the disputes and may seriously harm the Group’s interests. 125 Whilst no assurance can be given with respect to the ultimate outcome of any such claim or litigation, the Group believes that the various asserted claims and litigation in which it is involved will not materially affect its financial position, future operating results or cash flows. Pursuant to the ruling of the Antimonopoly Office regarding a potential violation of the Economic Competition Protection Act 143/2001 Coll., whereby, inter alia, a penalty of CZK 94 million was imposed on Stavební spořitelna České spořitelny, a. s. (‘SSČS’), SSČS recognised a provision for legal disputes to the same value. The above ruling of the Antimonopoly Office was revoked in 2005 and the case was returned for reconsideration and for a new ruling to be issued. On 2 December 2005, the Antimonopoly Office issued a new ruling under which the imposed penalty was reduced to CZK 38.5 million. SSČS appealed the ruling within the statutory deadline. However, the appeal does not result in the grounds for maintaining the provision ceasing to exist. The balance of the provision was reduced to CZK 38.5 million taking into account the right of the Chairman of the Antimonopoly Office to confirm the imposed level of the fine. Assets Pledged Assets are pledged as collateral under repurchase agreements with other banks and customers in the amount of CZK 13,915 million (2004: CZK 10,036 million). Mandatory reserve deposits are also held with the local central bank in accordance with statutory requirements (refer to Note 6). These deposits are not available to finance the Group’s day to day operations.The Group has received loans to finance investment property for which it has pledged real estate of CZK 1,303 million as collateral. Commitments from Guarantees and Letters of Credit The primary purpose of these instruments is to ensure that funds are available to the customer as required. Guarantees and standby letters of credit, which represent irrevocable assurances that the Group will make payments in the event that a customer cannot meet its obligations to third parties, carry the same credit risk as loans. Documentary and commercial letters of credit, which are written undertakings by the Group on behalf of a customer authorising a third party to draw drafts on the Group up to a stipulated amount under specific terms and conditions, are collateralised by the underlying shipments of goods to which they relate and therefore carry less risk than a direct borrowing. Commitments to extend credit represent unused portions of authorisations to extend credit in the form of loans, guarantees or letters of credit. With respect to credit risk on commitments to extend credit, the Group is potentially exposed to a loss in an amount equal to the total unused commitments. However, the likely amount of the loss is less than the total unused commitments since most commitments to extend credit are contingent upon customers maintaining specific credit standards. Guarantees, irrevocable letters of credit and undrawn loan commitments are subject to similar credit risk monitoring and credit policies as utilised in the extension of loans. Management of the Group believes that the market risk associated with guarantees, irrevocable letters of credit and undrawn loans commitments is minimal. In 2004, the Group recorded provisions for off balance sheet risks to cover potential losses that may be incurred in connection with these off balance sheet transactions. As of 31 December 2005, the aggregate balance of these provisions was CZK 1 million (2004: CZK 190 million). Refer to Note 27. CZK million 2005 2004 Guarantees and letters of credit 17,791 12,623 Undrawn loan commitments 79,606 66,519 126 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II (b) Derivatives The Group maintains strict control limits on net open derivative positions, ie, the difference between purchase and sale contracts, by both amount and term. At any one time the amount subject to credit risk is limited to the current fair value of instruments that are favourable to the Group (ie, assets), which in relation to derivatives is only a small fraction of the contract or notional values used to express the volume of instruments outstanding. This credit risk exposure is managed as part of the overall lending limits with customers, together with potential exposures from market movements. Collateral or other security is not usually obtained for credit risk exposures on these instruments, except where the Group requires deposits from counterparties. All derivatives are stated at fair value on the balance sheet as of 31 December 2005 and 2004 (refer to Notes 13. and 24.). (c) Foreign Currency Contracts Foreign currency contracts are agreements to exchange specific amounts of currencies at a specified rate of exchange, at a spot date (settlement occurs two days after the trade date) or at a forward date (settlement occurs more than two days after the trade date). The notional amount of these contracts does not represent the actual market or credit risk associated with these contracts. Foreign currency contracts are used by the Group for risk management and trading purposes. Notional amounts CZK million 2005 2004 Trading instruments Commitments to purchase 47,285 52,471 Commitments to sell 47,321 52,235 (d) Interest rate swaps Interest rate swap contracts obligate two parties to exchange one or more payments calculated by reference to fixed or periodically reset rates of interest applied to a specific notional principal amount. Notional principal is the amount upon which interest rates are applied to determine the payment streams under interest rate swaps. Such notional principal amounts are often used to express the volume of these transactions but are not actually exchanged between the counterparties. The Group’s interest rate swaps were principally transacted for propriety trading purposes, to hedge customer-oriented transactions or to hedge against interest rate risk. The Group has applied hedge accounting in respect of the interest rate exposure arising from its own issue of mortgage bonds. The mortgage bonds issued with a fixed interest rate were linked to a floating market rate through interest rate swaps. 127 At 31 December 2005 Notional amounts Weighted average interest rate CZK million Receive Pay Hedging instruments : Residual maturity – less than 1 year 74 2,14% 4,45% – 1 to 5 years 11 560 3,37% 2,04% – over 5 years 4 000 3,21% 1,93% 15 634 3,32% 2,02% – less than 1 year 160 320 2,63% 3,17% – 1 to 5 years 233 751 2,67% 2,91% Total Trading instruments Residual maturity: – over 5 years 137 198 3,19% 3,41% Total 531 269 2 ,79% 3,12% At 31 December 2004 Notional amounts Weighted average interest rate CZK million Receive Pay Hedging instruments Residual maturity: – less than 1 year 57 4.45% 5.12% – 1 to 5 years 7,760 2.78% 3.52% – over 5 years 1,500 2.71% 6.54% Total 9,317 2.78% 4.01% 3.43% Trading instruments Residual maturity: – less than 1 year 99,969 3.35% – 1 to 5 years 245,054 3.62% 3.18% – over 5 years 127,335 3.90% 3.51% Total 472,358 3.64% 3.32% (e) Option Contracts Option contracts represent the formal reservation of the right to buy or sell an asset at the specified quantity, within a given time in the future and at a certain price. The buyer of the option has the right, but not the obligation, to exercise the right to buy or sell an asset and the seller has the obligation to sell or purchase the asset at the specified quantity and at the price defined in the option contract. 128 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II 2005 CZK million 2004 Notional amounts Option contracts sold interest rate 10,344 2,089 foreign currency 30,653 20,746 869 – equity Option contracts purchased interest rate 10,344 213 foreign currency 30,288 19,963 869 – equity (f) Forward Rate Agreements A forward rate agreement is an agreement to settle amounts at a specified future date based on the difference between an interest rate index and an agreed upon fixed rate. Market risk arises from changes in the market value of contractual positions caused by movements in market interest rates. In principle, the Group limits its exposure to market risk by entering into generally matching or offsetting positions and by establishing and monitoring limits on unmatched positions. Credit risk is managed through approval procedures that establish specific limits for individual counterparties. All of the Group’s forward rate agreements were entered into for trading purposes. Notional amounts 2005 2004 CZK million Weighted average rate CZK million Weighted average rate 187,923 2.57 352,330 3.35% 23,000 2.87 22,750 3.79% 210,923 2.60 375,080 3.37% 187,923 2.53 352,330 3.29% 23,000 2.88 22,750 3.97% 210,923 2.57 375,080 3.34% Residual maturity Purchase – less than 1 year – 1 to 5 years Total Sale – less than 1 year – 1 to 5 years Total (g) Forward Contracts with Securities Forward contracts with securities are agreements to purchase or sell the securities for a specific amount at a future date. The forward contracts with securities are used by the Group for trading purposes. 129 CZK million 2005 2004 Commitments to purchase 2 400 Commitments to sell 3 400 Notional amounts Contracts with equities (h) Cross Currency Swaps Cross currency swaps are combinations of interest rate swaps and foreign currency contracts. As with interest rate swaps, the Group agrees to make fixed versus floating interest payments at periodic dates over the life of the instrument. These payments are, however, in different currencies, and are settled on a gross basis. Unlike interest rate swaps, the notional balances of the different currencies are typically exchanged at the beginning and re-exchanged at the end of the contract period. CZK million 2005 2004 Notional amounts Trading instruments Commitments to purchase 94,514 41,865 Commitments to sell 90,572 39,050 (i) Other Derivatives The Group entered into transactions resulting in the Group assuming risk on certain underlying debt securities denominated in a foreign currency. As of 31 December 2005, the total notional amount of equity return swaps and credit derivatives was CZK 1,570 million (2004: CZK 400 million) and CZK 638 million (2004: CZK 1,338 million), respectively. (j) Futures Futures contracts represent the obligation to sell or purchase a financial instrument in the organised market at a certain price at a certain agreed date in the future. The Group entered into futures contracts in respect of debt securities and equities for trading purposes. As of 31 December 2005, the total notional amount of the futures transactions was CZK 4,083 million (2004: CZK 846 million). 130 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II 47. NET FOREIGN EXCHANGE POSITIONS The net foreign exchange positions of the Group as of 31 December 2005 and 2004 were as follows: At 31 December 2005 CZK million CZK EUR USD GBP SKK Other Total Assets Cash and balances with the CNB 16,593 795 227 126 114 249 18,104 Loans and advances to financial institutions 75,610 16,700 2,214 10 2,616 696 97,846 258,117 15,600 2,364 211 115 341 276,748 14,006 15,572 3,133 – 199 3,632 36,542 Loans and advances to customers Securities at fair value through profit or loss Positive fair value of financial derivative transactions 16,640 875 229 – – 104 17,848 Securities available for sale 20,724 7,020 2,075 – – 854 30,673 Securities and other assets held to maturity Financial placements of insurance companies Other assets 124,659 218 – – 118 – 124,995 9,702 167 348 16 – 59 10,292 38,913 1,063 648 11 342 39 41,016 574,964 58,010 11,238 374 3,504 5,974 654,064 Liabilities Amounts owed to financial institutions 25,558 1,391 6,077 1 107 1,764 34,898 Amounts owed to customers 461,917 12,447 3,578 365 1,068 2,181 481,556 transactions 13,160 1,132 175 – – 103 14,570 Bonds in issue 38,193 556 523 – 10 – 39,282 Negative fair value of financial derivative Other liabilities 37,554 1,209 709 13 50 52 39,587 576,382 16,735 11,062 379 1,235 4,100 609,893 (1,418) 41,275 176 (5) 2,269 1,874 44,171 (69,741) (21,073) (287) (41) 1,412 1,561 (88,169) Net foreign exchange position – on balance sheet Net foreign exchange position – off balance sheet The line ‘Loans and advances to customers’ includes amounts due from ČKA and provisions against loans and advances. The line ‘Other assets’ includes other assets, property and equipment and intangible fixed assets, assets held for sale and investment property. The line ‘Other liabilities’ includes other liabilities, provisions, technical insurance provisions and subordinated debt. 131 At 31 December 2004 CZK million CZK EUR USD GBP SKK Other Total 18,128 Assets Cash and balances with the CNB 16,481 1,010 210 90 105 232 Loans and advances to financial institutions 63,280 9,673 2,883 30 218 1,028 77,112 217,085 10,905 3,180 190 198 565 232,123 12,408 12,102 3,458 389 – 402 28,759 Loans and advances to customers Securities at fair value through profit or loss Positive fair value of financial derivative transactions 14,251 866 161 – – 135 15,413 Securities available for sale 30,965 5,481 963 130 – 92 37,631 124,056 1,178 – – 3 – 125,237 11,874 144 121 11 – 29 12,179 33,384 977 741 12 66 18 35,198 523,784 42,336 11,717 852 590 2,501 581,780 Securities and other assets held to maturity Financial placements of insurance companies Other assets Liabilities Amounts owed to financial institutions 25,424 1,046 4,695 139 226 1,375 32,905 430,332 8,894 3,717 339 836 653 444,771 transactions 11,027 1,220 195 5 – 120 12,567 Bonds in issue 17,280 1,090 1,279 – – – 19,649 Amounts owed to customers Negative fair value of financial derivative Other liabilities 29,698 694 426 10 9 50 30,887 513,761 12,944 10,312 493 1,071 2,198 540,779 10,023 29,392 1,405 359 (481) 303 41,001 (72,676) (19,373) 1,009 (41) 1,412 1,561 (88,108) Net foreign exchange position – on balance sheet Net foreign exchange position – off balance sheet The line ‘Loans and advances to customers’ includes amounts due from ČKA and provisions against loans and advances. The line ‘Other assets’ includes other assets, property and equipment and intangible fixed assets. The line ‘Other liabilities’ includes other liabilities, provisions and technical insurance provisions. 48. INTEREST RATE RISK (a) Interest rate repricing analysis The following tables present the distribution of assets and liabilities according to the interest rate repricing dates. They include significant financial assets and liabilities in CZK, EUR and USD as of 31 December 2005 and 2004. Variable yield assets and liabilities have been reported according to their next rate repricing date. Fixed income assets and liabilities have been reported according to their remaining maturity. 132 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II At 31 December 2005 CZK million Demand and less than 1 month 1 to 3 months 3 months to 1 year 1 to 5 years Over 5 years Total Selected assets Cash and balances with the CNB 4,933 – – – – 4,933 65,464 8,640 20,325 400 – 94,829 Loans and advances to customers 75,126 36,563 52,009 97,850 14,450 275,998 Securities at fair value through profit or loss 18,633 624 490 3,617 3,828 27,192 Securities available for sale 2,473 3,610 2,783 14,531 5,381 28,778 Securities and other assets held to maturity 9,792 16,909 16,514 43,914 37,481 124,610 322 939 599 1,870 5,527 9,257 176,743 67,285 92,720 162,182 66,667 565,597 Loans and advances to financial institutions Financial placements of insurance companies Selected liabilities Amounts owed to financial institutions 24,506 3,912 1,939 2,643 133 33,133 Amounts owed to customers 82,786 111,068 106,987 176,619 331 477,791 Bonds in issue 14,696 3,385 600 14,906 5,684 39,271 – – 2,998 – – 2,998 121,988 118,365 112,524 194,168 6,148 553,193 Current gap 54,755 (51,080) (19,804) (31,986) 60,519 12,404 Cumulative gap 54,755 3,675 (16,129) (48,115) 12,404 Subordinated debt 133 At 31 December 2005 CZK million Demand and less than 1 month 1 to 3 months 3 months to 1 year 1 to 5 years Over 5 years Total Selected assets Cash and balances with the CNB 4,401 – – – – 4,401 Loans and advances to financial institutions 55,074 6,071 12,510 2,193 – 75,848 Loans and advances to customers 54,877 47,346 41,297 84,757 10,246 238,523 Securities at fair value through profit or loss 13,785 883 1,564 2,752 3,477 22,461 Securities available for sale 4,191 3,861 8,371 6,169 14,300 36,892 Securities and other assets held to maturity 3,064 18,248 19,914 42,017 41,470 124,713 Financial placements of insurance companies 2,399 43 2,047 1,690 6,000 12,179 137,791 76,452 85,703 139,578 75,493 515,017 Selected liabilities Amounts owed to financial institutions 23,358 3,700 3,601 731 – 31,390 Amounts owed to customers 85,991 93,009 100,348 162,806 786 442,940 Bonds in issue 7,700 1,596 859 9,444 50 19,649 117,049 98,305 104,808 172,981 836 493,979 Current gap 20,742 (21,853) (19,105) (33,403) 74,657 21,038 Cumulative gap 20,742 (1,111) (20,216) (53,619) 21,038 , The line ‘Loans and advances to customers’ includes amounts due from ČKA. In addition, the Bank enters into interest rate swaps to manage its interest rate risk exposure. 134 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II (b) Effective yield information The effective yields of significant financial assets and liabilities by major currencies of the banking segment as of 31 December 2005 and 2004 are as follows: At 31 December 2005 Weighted average interest rate Weighted average interest rate Weighted average interest rate Weighted average interest rate CZK EUR USD TOTAL Selected assets Cash and balances with the CNB 2.00,% – – 1.99,% Loans and advances to financial institutions 2.12,% 2.45,% 4.63,% 2.24,% Loans and advances to customers 5.93,% 4.35,% 5.31,% 5.84,% Securities at fair value through profit or loss 2.00,% 3.55,% 4.71,% 3.00,% Securities available for sale 3.53,% 2.83,% 3.61,% 3.36,% Securities and other assets held to maturity 3.96,% – – 3.96,% Financial placements of insurance companies 4.56,% 2.98,% 4.52,% Selected liabilities Amounts owed to financial institutions 2.20,% 3.19,% 4.29,% Amounts owed to customers 1.01,% 0.83,% 1.66,% 1.01,% Bonds in issue 2.41,% 2.19,% 4.02,% 2.43,% Subordinated debt 2.89,% – – 2.89,% Weighted average interest rate Weighted average interest rate Weighted average interest rate Weighted average interest rate CZK EUR USD TOTAL 0.73,% At 31 December 2004 2.61,% Selected assets Cash and balances with the CNB 0.73,% – – Loans and advances to financial institutions 2.58,% 2.22,% 1.82,% 2.54,% Loans and advances to customers 6.23,% 4.11,% 4.56,% 6.09,% Securities at fair value through profit or loss 2.40,% 3.23,% 2.77,% 2.68,% Securities available for sale 3.90,% 2.88,% 2.13,% 3.67,% Securities and other assets held to maturity 5.63,% – – 5.74,% Financial placements of insurance companies 4.16,% 4.32,% 0.13,% 4.11,% 2.66,% Selected liabilities Amounts owed to financial institutions 2.65,% 2.82,% 2.27,% Amounts owed to customers 1.15,% 0.86,% 0.70,% 1.14,% Bonds in issue 2.80,% 2.06,% 2.18,% 2.73,% The line ‘Loans and advances to customers’ includes amounts due from ČKA. 135 49. CONCENTRATIONS OF CREDIT RISK The following table presents the distribution of the Group’s credit exposure by industry sector for loans and advances to customers and financial institutions and debt securities: CZK million 2005 2004 Financial institutions 181,553 32,% 161,247 31,% Individuals 125,417 22,% 93,457 18,% 22,417 4,% 18,675 4,% 4,324 1,% 4,915 1,% 139,594 24,% 152,566 30,% Public sector 13,113 2,% 11,079 2,% Construction 4,442 1,% 3,244 1,% Hotels, public catering 2,128 0,% 1,683 0,% Trading Energy sector State institutions including ČKA Processing industry 30,260 5,% 25,155 5,% Other 49,648 9,% 41,004 8,% Total 572,896 For an analysis of the Group’s assets and liabilities by geographical concentration refer to Note 52b. 136 513,025 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II 50. MATURITY ANALYSIS The table below analyses assets and liabilities of the Group into relevant maturity groupings as of 31 December 2005, based on the remaining period at the balance sheet date to the contractual maturity date. CZK million Demand and less than 1 month 1 to 3 months 3 months to 1 year 1 to 5 years Over 5 years Not specified Total Assets Cash and balances with the CNB 13,921 – – – – 4,183 18,104 Loans and advances to financial institutions 66,530 5,735 20,482 5,099 – – 97,846 Loans and advances to customers 17,639 14,160 77,214 116,065 58,342 (6,672) 276,748 78 662 1,269 14,831 12,145 7,558 36,542 Securities at fair value through profit or loss Positive fair value of financial derivative transactions Securities available for sale Securities and other assets held to maturity Financial placements of insurance companies Other assets Total – – – – – 17,848 17,848 900 970 2,862 15,693 8,353 1,895 30,673 5,424 5,062 15,425 61,218 37,481 385 124,995 242 299 343 2,131 6,243 1,034 10,292 4,427 2,696 6,480 50 147 27,216 41,016 109,161 29,584 123,748 215,087 122,711 53,773 654,064 Liabilities Amounts owed to financial institutions Amounts owed to customers 24,023 2,227 2,461 2,384 3,803 – 34,898 308,413 60,283 42,953 69,574 332 – 481,556 Negative fair value of financial derivative transactions Bonds in issue Subordinated debt Other liabilities Total – – – – – 14,570 14,570 14,425 251 600 14,110 9,897 – 39,282 – – – – 2,998 – 2,998 5,590 1,688 3,582 2,804 2,392 20,533 36,589 353,854 63,046 49,596 88,872 19,422 35,103 609,893 Current gap (244,693) (33,462) 74,152 126,215 103,289 18,670 44,171 Cumulative gap (244,693) (278,155) (204,003) (77,788) 25,501 44,171 The line ‘Loans and advances to customers’ includes amounts due from ČKA and provisions against loans and advances. The line ‘Other assets’ includes other assets, property and equipment and intangible fixed assets, assets held for sale and investment property. The line ‘Other liabilities’ includes other liabilities, technical insurance provisions and provisions. 137 The table below analyses assets and liabilities of the Group as of 31 December 2004 according to the remaining period: CZK million Demand and less than 1 month 1 to 3 months 3 months to 1 year 1 to 5 years Over 5 years Total Not specified Assets Cash and balances with the CNB 14,000 – – – – 4,128 Loans and advances to financial institutions 37,164 22,907 12,115 4,926 – – 77,112 3,243 27,034 62,561 104,009 42,442 (7,166) 232,123 ,499 1,692 2,422 10,835 7,804 5,507 28,759 Loans and advances to customers Securities at fair value through profit or loss 18,128 Positive fair value of financial derivative transactions – – – – – 15,413 15,413 ,70 5,585 8,500 8,676 14,191 609 37,631 Securities and other assets held to maturity – 10,750 17,808 54,488 41,668 523 125,237 Financial placements of insurance companies 3 2,276 1,616 2,040 5,686 558 12,179 6,107 1,991 5,311 1 – 21,788 35,198 61,086 72,235 110,333 184,975 111,791 41,360 581,780 12,578 10,423 4,072 4,470 1,362 – 32,905 247,688 78,453 44,934 72,908 788 – 444,771 Securities available for sale Other assets Total Liabilities Amounts owed to financial institutions Amounts owed to customers , Negative fair value of financial derivative transactions Bonds in issue Other liabilities Total – – – – – 12,567 12,567 6,618 1,018 968 9,469 1,576 – 19,649 3,974 1,571 805 3,698 1,704 19,135 30,887 270,858 91,465 50,779 90,545 5,430 31,702 540,779 41,001 Current gap (209,772) (19,230) 59,554 94,430 106,361 9,658 Cumulative gap (209,772) (229,002) (169,448) (75,018) 31,343 41,001 The line ‘Loans and advances to customers’ includes amounts due from ČKA and provisions against loans and advances. The line ‘Other assets’ includes other assets, property and equipment and intangible fixed assets. The line ‘Other liabilities’ includes other liabilities, technical insurance provisions and provisions. 51. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value estimates are made based on relevant market data and information about the financial instruments. Because no readily available market prices exist for a significant portion of the Group’s financial instruments, fair value estimates for these instruments are based on judgements regarding current economic conditions, currency and interest rate characteristics and other factors. Many of these estimates involve uncertainties and matters of significant judgement and cannot be determined with precision. Therefore, the calculated fair value estimates cannot always be substantiated by comparison to market values and, in many cases, may not be realised in the current sale of the financial instrument. Changes in underlying assumptions could significantly affect the estimates.The following table summarises the carrying values and fair values of those financial assets and liabilities not presented on the balance sheet at their fair value. 138 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II CZK million Carrying value Estimated fair value Carrying value Estimated fair value 2005 2005 2004 2004 Financial assets Loans and advances to financial institutions 97,846 97,793 77,112 77,181 Loans and advances to customers including ČKA 276,748 278,521 232,123 234,475 Securities and other assets held to maturity 124,955 130,312 125,237 128,989 10,292 10,717 12,179 12,437 Financial placements of insurance companies Financial liabilities Amounts owed to financial institutions Amounts owed to customers Bonds in issue Subordinated debt 34,898 34,984 32,905 32,887 481,556 481,464 444,771 444,678 39,282 39,792 19,649 19,713 2,988 3,018 – – Loans and advances to financial institutions The fair value of current accounts is deemed to approximate their carrying amount. Given that term receivables generally reprice at relatively short time periods, it is justifiable to regard their carrying amount as the estimated fair value. Loans and advances to customers Loans and advances to customers are carried net of provisions. The fair value is estimated as the present value of discounted future cash flows and the applied discount factor is equal to the interest rates currently offered by the Bank. Securities and other assets held to maturity The fair value of securities held to maturity is based on market prices or price quotations obtained from brokers or dealers. If this information is not available, the fair value is estimated using quoted market values for securities with similar credit risk characteristics, maturity or yield rate or, as and when appropriate, according to the recoverability of the net asset value of these securities. Amounts owed to financial institutions and customers The estimated fair value of amounts owed to financial institutions and customers with no stated maturity which include no-interest earning deposits, is equal to the amount payable on demand. The fair value of fixed income deposits and other liabilities with no stated market value is estimated as the present value of discounted future cash flows and the applied discount factor is equal to the interest rates currently offered on the market for deposits with similar maturities. The fair value of products with no contractually stated maturity (such as sight deposits, passbooks, overdraft facilities, building savings deposits) is considered equal to their carrying value. Bonds in issue The aggregated fair value is based on quoted market prices. The fair value of securities where no market price is available is estimated as the present value of discounted future cash flows and the applied discount factor is equal to the interest rates currently offered on the market for deposits with similar remaining maturities. Subordinated debt Issued subordinated debt is traded on the free market of the Prague Stock Exchange. Its aggregated fair value is based on quoted market prices. 139 52. SEGMENT REPORTING (a) Industry segments For management purposes, the Group is organised into the following major operating divisions: • Retail banking (accepting deposits from the public, providing loans to retail clients, services related to credit and debit cards); • Corporate banking (providing loans to corporate clients and municipalities, issuance of guarantees, opening of letters of credit); • Investment banking (securities investments, proprietary trading and trading on behalf of the client with securities, foreign exchange assets, entering into futures and options including foreign currency and interest rate transactions, financial brokerage, custodian services, participation in issuance of stock, management, safe-keeping and administration of securities or other assets); and • Other operations (leasing, insurance, management of investment and mutual funds, investment construction and advisory services). 2005 CZK million Banking Other Retail Corporate Investment activities Eliminations Total 20,587 3,021 2,741 5,612 568 200 197 72 (2,066) 29,895 21,155 3,221 2,938 5,684 (2,066) 30,932 7,980 2,196 2,262 4,940 (2,249) Revenue External revenue Inter-segment revenue Total segment revenue 1,037 PROFIT Segment profit Unallocated costs 15,129 (2,819) Profit before tax 12,310 Income tax (3,064) Minority interest (112) Total profit 9,134 Other information Asset acquisition 1,153 167 82 3,155 – 4,557 Write-offs and depreciation 1,931 40 72 1,324 – 3,367 238,008 107,100 260,852 60,568 (12,713) 653,815 Balance sheet Assets Segment assets 249 Unallocated assets Total consolidated assets 654,064 Liabilities Segment liabilities Unallocated liabilities Total consolidated liabilities 140 411,792 37,449 119,820 45,523 (11,827) 602,757 7,136 609,893 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II 2004 CZK million Banking Other Eliminations Total 28,511 Retail Corporate Investment activities 19,217 2,701 2,375 4,218 – 568 91 109 69 (425) 412 19,785 2,792 2,484 4,287 (425) 28,923 6,876 1,479 1,808 5,696 (474) 15,384 Revenue External revenue Inter-segment revenue Total segment revenue PROFIT Segment profit Unallocated costs (2,211) Profit before tax 13,173 Income tax (3,950) Minority interest (1,086) Total profit 8,137 Other information Asset acquisition 1,550 34 21 3,049 – 4,654 Write-offs and depreciation 1,879 25 59 1,187 – 3,150 – – (594) – (594) 86,077 255,086 50,203 (4,065) 580,631 Impairment losses Balance sheet Assets Segment assets 193,330 Unallocated assets 1,149 Total consolidated assets 581,780 Liabilities Segment liabilities Unallocated liabilities Total consolidated liabilities 391,456 32,323 77,920 35,512 (3,609) 533,602 7,177 540,779 Total income is composed of ‘Net interest income’, ‘Net fee and commission income’, ‘Net profit on financial operations’, ‘Net insurance income’, ‘Total other operating income’, ‘Income from the revaluation/sale of securities, derivatives and equity investments’ (refer to Note 42), and in 2004 also “Profit on the sale of the non-life business of Pojišťovna České spořitelny, a. s.”. 141 (b) Geographical segments The Group operates predominantly within the Czech Republic and has no significant cross border operations. The geographical concentration of assets and liabilities as of 31 December 2005 was as follows: CZK million Czech Republic EU countries Other European countries Other Total Assets Cash and balances with the CNB 16,595 1,084 163 262 18,104 Loans and advances to financial institutions 70,297 22,802 3,784 963 97,846 271,268 3,096 1,495 889 276,748 15,567 17,677 733 2,565 36,542 2,627 15,029 2 190 17,848 Securities available for sale 20,193 8,547 689 1,244 30,673 Securities and other assets held to maturity 91,776 27,419 3,801 1,999 124,995 7,938 1,815 7 532 10,292 Other assets 39,454 1,393 99 70 41,016 Total assets 535,715 98,862 10,773 8,714 654,064 Loans and advances to customers Securities at fair value through profit or loss Positive fair value of financial derivative transactions Financial placements of insurance companies Liabilities Amounts owed to financial institutions Amounts owed to customers Negative fair value of financial derivative transactions Bonds in issue Subordinated debt 27,079 7,758 56 5 34,898 481,124 373 16 43 481,556 2,443 11,694 15 418 14,570 39,027 33 3 219 39,282 2,699 299 0 0 2,998 35,912 647 0 30 36,589 Total liabilities of the Bank 588,284 20,804 90 715 609,893 Net position (52 569) 78,058 10,683 7,999 44,171 Other liabilities The line ‘Loans and advances to customers’ includes amounts due from ČKA and provisions against loans and advances. The line ‘Other assets’ includes other assets, property and equipment, intangible fixed assets, assets held for sale and investment property. The line ‘Other liabilities’ includes other liabilities, technical insurance provisions and provisions. 142 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II The geographical concentration of assets and liabilities as of 31 December 2004 was as follows: CZK million Czech Republic EU countries Other European countries Other Total 18,128 Assets Cash and balances with the CNB 16,481 1,119 286 242 Loans and advances to financial institutions 62,739 9,108 4,576 689 77,112 227,747 1,229 2,282 865 232,123 11,385 11,742 2,467 3,165 28,759 2,637 12,557 3 216 15,413 24,934 10,009 2,313 375 37,631 Securities and other assets held to maturity 89,515 29,861 3,302 2,559 125,237 Financial placements of insurance companies 10,324 1,453 29 373 12,179 Other assets 33,874 1,043 209 72 35,198 Total assets 479,636 78,121 15,467 8,556 581,780 Loans and advances to customers Securities at fair value through profit or loss Positive fair value of financial derivative transactions Securities available for sale Liabilities Amounts owed to financial institutions Amounts owed to customers Negative fair value of financial derivative transactions Bonds in issue Other liabilities 25,697 6,074 906 228 32,905 441,667 747 2,008 349 444,771 1,915 10,082 30 540 12,567 19,528 121 – – 19,649 30,765 91 20 11 30,887 Total liabilities of the Bank 519,572 17,115 2,964 1,128 540,779 Net position (39,936) 61,006 12,503 7,428 41,001 The line ‘Loans and advances to customers’ includes amounts due from ČKA and provisions against loans and advances. The line ‘Other assets’ includes other assets, property and equipment and intangible fixed assets. The line ‘Other liabilities’ includes other liabilities, technical insurance provisions and provisions. 53. ASSETS UNDER ADMINISTRATION The Group provides custody, trustee, investment management and advisory services to third parties which involve the Group making purchase and sale decisions in relation to a wide range of financial instruments. Those assets that are held in a fiduciary capacity are not included in these financial statements. 143 The Group administered CZK 124,056 million (2004: CZK 89,005 million) of assets as of 31 December 2005 representing certificate securities and other assets received from customers into its custody for administration and safe-keeping split as follows: CZK million Customer securities in custody Other assets in custody Customer securities under administration Customer securities for safe-keeping Assets received for management Total 2005 2004 16,342 10,041 – 6,486 85,757 52,874 2 – 21,955 19,604 124,056 89,005 The Bank also acts as a depositary for several mutual, investment and pension funds, whose assets amounted to CZK 90,376 million as of 31 December 2005 (2004: CZK 74,674 million). 54. Related party transactions Related parties involve connected entities or parties that have a special relation to the Bank. Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions. The Group is controlled by Erste Bank der österreichischen Sparkassen AG. The parties that have a special relation to the Bank are considered to be members of the Bank’s statutory and supervisory bodies and management, legal entities exercising control over the Bank (including entities with a qualified interest in these entities and management of these entities), persons closely related to the members of the Bank’s statutory and supervisory bodies, management, and entities exercising control over the Bank, legal entities in which any of the parties listed above holds a qualified interest, entities with a qualified interest in the Bank and any other legal entity under their control, members of the Czech National Bank’s Banking Board, and legal entities which the Bank controls. Pursuant to the definitions outlined above, the category of the Group’s related parties principally comprises its unconsolidated subsidiary and associated undertakings, members of its Board of Directors and Supervisory Board, and other entities, namely Erste Bank and its subsidiary and associated undertakings. The Group has the following amounts due from/to Erste Bank as of 31 December 2005 and 2004. Other related party transactions with other connected parties are not significant. 144 Consolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Consolidated Financial Statements Financial Section II CZK million 2005 2004 Assets Loans and advances to financial institutions 2,589 1,210 Positive fair value of financial derivative transactions 7,607 5,760 Securities available for sale Securities held to maturity Other assets Total assets of the Bank – 74 628 5,623 21 94 10,845 12,761 Liabilities Amounts owed to financial institutions 2,313 3,583 Negative fair value of financial derivative transactions 4,909 4,608 Other liabilities 13 34 7,235 8,225 Undrawn loans 200 200 Issued guarantees 194 126 190,830 195,499 2005 2004 463 32 Total liabilities of the Bank Off balance sheet Notional value of the underlying assets of derivatives CZK million Income Interest income Fee and commission income Net profit on financial operations Other operating income Total income 8 1 1,603 850 1 3 2,075 886 357 254 Expenses Interest expense Fee and commission expense General administrative expenses 1 – 12 62 Other operating expenses 118 – Total expenses 488 316 (a) Members of the Board of Directors and Supervisory Board Loans and advances granted to members of the Board of Directors and Supervisory Board amounted to CZK 16 million (in nominal values) as of 31 December 2005 (2004: CZK 4 million). Members of the Board of Directors and Supervisory Board held no shares of the Bank. Under the Employee Stock Option Plan (refer to Note 40), members of the Board of Directors subscribed for 4,200 shares (2004: 11,700 shares) of the parent company, Erste Bank. Under the Management Stock Option Plan (refer to Note 40.), members of the Board of Directors hold 152,000 options (2004: 128,000 options) for subscription of shares of the parent company, Erste Bank. 145 (b) Related parties A number of banking transactions are entered into with related parties in the normal course of business. These principally include loans, deposits and other transactions. These transactions were carried out on an arm’s length basis. 55. DIVIDENDS Management of the Bank has proposed that total dividends of CZK 4,560 million be declared in respect of the profit for the year ended 31 December 2005, which represents CZK 30 per both ordinary and priority share (2004: CZK 4,560 million, that is, CZK 30 per both ordinary and priority share). The declaration of dividends is subject to the approval of the Annual General Meeting. Dividends paid to shareholders are subject to a withholding tax of 15 percent or a percentage set out in the relevant double tax treaty. Dividends paid to shareholders that are tax residents of an EU member country and whose interest in a subsidiary’s share capital is no less than 25 percent and that hold the entity’s shares for at least two years are not subject to a withholding tax. 56. POST BALANCE SHEET EVENTS No significant events that would have a material impact on the consolidated financial statements for the year ended 31 December 2005 occurred subsequent to the balance sheet date. 146 Unconsolidated Financial Statements Prepared in Accordance with International Financial Reporting Standards as Adopted by the European Union for the Years Ended 31 December 2005 and 2004 148 Independent Auditors’ Report to the Shareholders of Česká spořitelna, a. s. 149 Unconsolidated Balance Sheets as of 31 December 2005 and 2004 150 Unconsolidated Profit and Loss Accounts for the Years Ended 31 December 2005 and 2004 151 Unconsolidated Statements of Changes in Shareholders’ Equity for the Years Ended 31 December 2005 and 2004 152 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 154 Notes to the Unconsolidated Financial Statements 147 OfficeAddress: Nile House Karolinská 654/2 186 00 Prague 8 Czech Republic Deloitte s. r. o., Registered address: Týn 641/4 110 00 Prague 1 Czech Republic Tel.: +420 246 042 500 Fax: +420 246 042 010 [email protected] www.deloitte.cz Registered at the Municipal Court in Prague, Section C, File 24349 Id Nr.: 49620592 Tax Id. Nr.: CZ49620592 Independent Auditor’s Report to the Shareholders of Česká spořitelna, a. s. Having its registered office at: Prague 4, Olbrachtova 1929/62, 140 00 Identification number: 45244782 Principal activities: Retail, corporate and investment banking services We have audited the accompanying unconsolidated financial statements of Česká spořitelna, a. s. (the “Bank”), which comprise the balance sheet as of 31 December 2005, and the related statement of income, changes in equity and cash flows for the year then ended and notes. These financial statements are the responsibility of the Bank’s Board of Directors. Our responsibility is to express an opinion on the financial statements, taken as a whole, based on our audit. We conducted our audit in accordance with the Act on Auditors and International Standards on Auditing and the related application guidelines issued by the Chamber of Auditors of the Czech Republic. Those standards require that the auditor plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements give a true and fair view, in all material respects, of the assets, liabilities and equity and financial position of the Bank as of 31 December 2005 and of the expenses, income and results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU. In Prague on 21 February 2006 Audit firm: : Deloitte s.r.o. Certificate No. 79 Represented by: Statutory auditor: Michal Petrman, certificate no. 1105 Michal Petrman, statutory executive Audit. Tax. Consulting. Financial Advisory. 148 Member of Deloitte Touche Tohmatsu Independent Auditors’ Report to the Shareholders of Česká spořitelna, a. s. Unconsolidated Balance Sheets as of 31 December 2005 and 2004 Unconsolidated Profit and Loss Accounts for the Years Ended 31 December 2005 and 2004 Unconsolidated Balance Sheets as of 31 December 2005 and 2004 CZK million Note 31 December 2005 31 December 2004 ASSETS 1. Cash and balances with the CNB 5 17,792 17,930 2. Loans and advances to financial institutions 6 80,049 60,602 3. Amounts due from Česká konsolidační agentura 7 15,653 25,843 4. Loans and advances to customers 8 244,607 188,589 5. Provisions for losses on loans and advances 9 (5,046) (5,578) 6. Securities at fair value through profit or loss (a) Securities held for trading 10 36,195 28,197 19,604 15,204 12,993 (b) Securities designated upon initial recognition as at fair value through profit or 11 16,591 7. Positive fair value of financial derivative transactions loss 12 17,759 15,410 8. Securities available for sale 13 14,366 15,628 9. Assets held for sale 14 326 – 10. Securities held to maturity 15 84,441 98,463 4,606 11. Equity investments in subsidiary and associated undertakings 16 6,751 12. Intangible fixed assets 17 4,332 4,251 13. Property and equipment 18 13,697 14,650 14. Other assets 19 Total assets 5,858 5,747 536,780 474,338 LIABILITIES AND SHAREHOLDERS’ EQUITY 1. Amounts owed to financial institutions 20 28,547 25,148 2. Amounts owed to customers 21 387,269 362,867 3. Negative fair value of financial derivative transactions 22 14,558 12,567 4. Bonds in issue 23 41,270 20,699 5. Provisions for liabilities and other reserves 24 2,580 2,366 6. Other liabilities 25 17,616 13,643 7. Subordinated debt 8. Shareholders’ equity Total liabilities and shareholders’ equity 27 2,998 – 28, 29 41,942 37,048 536,780 474,338 The accompanying notes are an integral part of these financial statements. These financial statements were prepared by the Bank and approved by the Board of Directors on 21 February 2006. John James Stack Chairman of the Board and Chief Executive Officer Dušan Baran Vice Chairman of the Board 1st Deputy Chief Executive Officer 149 Unconsolidated Profit and Loss Accounts for the Years Ended 31 December 2005 and 2004 CZK million Note Year ended 31 December 2005 Year ended 31 December 2004 1. Interest income and similar income 30 22,544 20,214 2. Interest expense and similar expense 31 (4,050) (4,140) 18,493 16,074 Net interest income 3. Provisions for credit risks 32 Net interest income after provisions for credit risks (358) (27) 18,135 16,047 8,295 4. Fee and commission income 33 8,657 5. Fee and commission expense 34 (616) (534) 8,041 7,761 Net fee and commission income 6. Net trading result 35 1,263 1,268 7. General administrative expenses 36 (15,405) (14,944) 8. Other operating income/(expenses), net 37 Profit before taxes 9. Income tax expense Net profit for the year attributable to the Bank’s shareholders The accompanying notes are an integral part of these financial statements. 150 38 335 (555) 12,369 9,577 (2,609) (2,800) 9,760 6,777 Unconsolidated Profit and Loss Accounts for the Years Ended 31 December 2005 and 2004 Unconsolidated Statements of Changes in Shareholders’ Equity for the Years Ended 31 December 2005 and 2004 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Unconsolidated Statements of Changes in Shareholders’ Equity for the Years Ended 31 December 2005 and 2004 CZK million At 1 January 2004 (as originally presented) Retained earnings Valuation gains or losses Statutory reserve fund Share premium Share capital Total 17,547 – 964 2 15,200 33,713 Effect of the adoption of IAS 39 221 835 – – – 1,056 At 1 January 2004 (restated) (refer to Note 3u) 17,768 835 964 2 15,200 34,769 Dividends (4,560) – – – – (4,560) (364) – 364 – – – – 104 – – – 104 Transfer to reserve funds Revaluation gains or losses Foreign exchange differences – (42) – – – (42) Net profit for the year 6,777 – – – – 6,777 At 31 December 2004 19,621 897 1,328 2 15,200 37,048 At 1 January 2005 19,621 897 1,328 2 15,200 37,048 Dividends (4,560) – – – – (4,560) (376) – 376 – – – – (348) – – – (348) – 42 – – – 42 9,760 24,445 – 591 – 1,704 – 2 – 15,200 9,760 41,942 Transfer to reserve funds Revaluation gains or losses Foreign exchange differences Net profit for the year At 31 December 2005 The accompanying notes are an integral part of these financial statements. 151 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 CZK million Profit before taxes Adjustments for non-cash transactions Creation/(release) of provisions for losses on loans, advances and other assets Depreciation and amortisation of assets Impairment of tangible and intangible fixed assets Note 2005 2004 12,369 9,577 423 (71) 3,250 3,042 (24) (594) (337) (859) Creation/(release) of provisions against equity investments (71) 300 Net gain on the sale of equity investments (91) – Creation/(release) of other reserves 234 (47) Unrealised profit on securities at fair value through profit or loss Change in fair values of financial derivatives (358) (1,346) Income from statute-barred savings books (44) (62) Gain on the sale of tangible assets (44) (97) Accrued interest, amortisation of discount and premium 621 295 15,928 10,138 Operating profit before changes in operating assets and liabilities Cash flows from operating activities (Increase)/decrease in operating assets Minimum reserve deposits with the CNB 78 3,719 Loans and advances to financial institutions (19,721) 5,534 Loans and advances to customers, including Česká konsolidační agentura (46,781) (19,101) (9,580) 10,098 Securities at fair value through profit or loss Securities available for sale Other assets 701 1,206 (512) 4,536 Increase/(decrease) in operating liabilities Amounts owed to financial institutions Amounts owed to customers Other liabilities Net cash flow from operating activities before income tax Income taxes paid Net cash flow from operating activities 152 3,192 3,072 24,446 2,239 5,202 (5,029) (27,047) 16,412 (3,786) (3,288) (30,833) 13,124 Unconsolidated Statements of Changes in Shareholders’ Equity for the Years Ended 31 December 2005 and 2004 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements CZK million Note 2005 2004 Net (increase)/decrease in securities held to maturity 11,931 (17,099) Net costs related to equity investments (1,983) (1,725) Purchase of tangible and intangible fixed assets (4,510) (4,030) Cash flows from investing activities Proceeds from the sale of tangible and intangible fixed assets 1,874 2,585 Net cash flow from investing activities 7,312 (20,269) Dividends paid (4,560) (4,560) Bonds in issue 20,835 3,807 Cash flows from financing activities Receipt of subordinated debt 2,998 – Net cash flow from financing activities 19,273 (753) Net decrease in cash and cash equivalents (4,248) (7,898) Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 18,282 14,034 26,180 18,282 39 The accompanying notes are an integral part of these financial statements. 153 Notes to the Unconsolidated Financial Statements PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY THE EUROPEAN UNION FOR THE YEARS ENDED 31 DECEMBER 2005 AND 2004 1. INTRODUCTION Česká spořitelna, a. s. (henceforth the “Bank”), having its registered office address at Olbrachtova 1929/62, Prague 4, 140,00, Corporate ID 45244782, is the legal successor of the Czech State Savings Bank and was founded as a joint stock company in the Czech Republic on 30 December 1991. The Bank is a universal savings bank offering retail, corporate and investment banking services on the territory of the Czech Republic. The principal activities of the Bank are as follows: • Acceptance of deposits from the general public; • Extension of credit; • Investing in securities on its own account; • Payments and clearing; • Issuance of payment facilities, e.g. payment cards, traveller’s cheques; • Issuance of guarantees; • Opening of letters of credit; • Collection services; • Proprietary or client-oriented trading with foreign currency assets, forward and option contracts, including foreign currency and interest rate transactions, and transferable securities; • Management of clients’ securities on clients’ accounts and provision of advisory services; • Participation in the issuance of shares and provision of related services; • Safe-keeping and administration of securities or other assets; • Rental of safe-deposit boxes; • Provision of business advisory services; • Issuance of mortgage bonds under special legislation; • Financial brokerage; • Depositary activities; • Foreign exchange services (foreign currency purchases); • Provision of banking information; and • Maintenance of a separate part of the Securities Centre’s records. 154 The Bank is subject to the regulatory requirements of the Czech National Bank (henceforth the “CNB”). These regulations include those pertaining to minimum capital adequacy requirements, classification of loans and off balance sheet commitments, credit risk connected with clients of the Bank, liquidity, interest rate risk and foreign currency position. 2. BASIS OF PREPARATION These statutory financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and interpretations approved by the International Accounting Standards Board (IASB) as adopted by the European Union. These standards and interpretations were previously called International Accounting Standards (IAS). As of the date of issuance of these unconsolidated financial statements, IFRS as adopted by the European Union do not differ from IFRS. All figures are in millions of Czech crowns (CZK million), unless stated otherwise. These financial statements have been prepared under the historical cost convention as modified by the remeasurement to fair value of available for sale securities, financial assets and liabilities at fair value through profit or loss, all financial derivatives and issued debt securities which are hedged against interest rate risk. The presentation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and their reported amounts of revenues and expenses during the reporting period (refer to Note 4). Actual results could differ from those estimates. Comparative information has been restated, where necessary, on a basis consistent with the current year presentation. These financial statements and notes thereto are unconsolidated and do not include the accounts and results of those companies over which the Bank has control or significant influence. The policies of accounting for equity investments are disclosed in Note 3b. Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties The Bank also prepares consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) and interpretations approved by the International Accounting Standards Board (IASB) as adopted by the European Union which present the results of the Bank’s financial group. 3. SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies adopted in the preparation of the financial statements are set out below: (a) Loans and Advances, Other Off Balance Sheet Credit Exposures and Provisions for Losses on Loans and Advances Loans and advances are stated at the amount of outstanding principal and overdue interest and fees. All loans and advances are recognised when cash is advanced to borrowers. Provisions for losses on loans and advances are recorded when there are reasonable doubts over the recoverability of the loan balance. Provisions for losses on loans and advances represent management’s assessment of potential losses in relation to the Bank’s on and off balance sheet activities. Amounts are set aside to cover losses on loans and advances that have been specifically identified and for potential losses which may be present based on portfolio performance. The level of provisions is established by comparing the carrying amount of the loan and the present value of future expected cash flows using the effective interest rate. The amount necessary to adjust the provisions to their assessed levels, after write-offs, is charged to the profit and loss account line “Provisions for credit risks.” Additional details can be found in Note 40. Write-offs are generally recorded after all reasonable restructuring or collection activities have taken place and the possibility of further recovery is considered to be remote. The loan is written off against the related account “Provisions for credit risks” in the profit and loss account. If the reason for provisioning is no longer deemed appropriate, the redundant provisioning charge is released into income. The relevant amount and recoveries of loans and advances previously written off are reflected in the profit and loss account through “Provisions for credit risks.” (b) Debt and Equity Securities Securities held by the Bank are categorised into portfolios in accordance with the Bank’s intent on the acquisition of the securities and pursuant to the Bank’s security investment strategy. In accordance with the revised requirements of IAS 39 effective from 1 January 2005 the Bank reassessed its investment strategy and allocation of securities into individual portfolios. The Bank reallocated selected securities from the “Securities available for sale” portfolio into the “Securities at fair value through profit or loss” portfolio and from the “Securities held to maturity” portfolio into the “Securities available for sale” portfolio. The principal difference among the portfolios relates to the approach to the measurement of securities and the recognition of their fair values in the financial statements. All securities held by the Bank are recognised using trade date accounting and initially recorded at their cost including transaction costs (acquisition cost), the only exception being securities at fair value through profit or loss which are recognised at cost net of transaction costs. Securities at Fair Value through Profit or Loss The portfolio includes debt and equity securities held for trading, that is, securities held by the Bank with the intention of reselling them, thereby generating profits on price fluctuations in the short-term, and debt and equity securities that were designated, upon initial recognition, as at fair value through profit or loss. Securities at fair value through profit or loss are recognised at cost at the acquisition date and subsequently remeasured at fair value. Changes in the fair values of assets held for trading are recognised in the profit and loss account as “Net profit on financial operations”. Changes in the fair values of securities not held for trading are reported as “Other operating income/(expenses), net” in the profit and loss account. For debt and equity securities traded on the Prague Stock Exchange (‘PSE’), fair values are derived from quoted prices. The fair values of those securities not traded on the PSE are estimated by the management of the Bank as the best estimation of the cash flow projection reflecting the set of economic conditions that will exist over the remaining maturity of the securities. 155 Securities Available for Sale Securities available for sale are securities held by the Bank for an indefinite period of time that are available for sale as liquidity requirements arise or market conditions change. Securities available for sale are carried at acquisition cost and subsequently remeasured at fair value. Changes in the fair values of available for sale securities are recognised in equity as “Revaluation gains or losses”, with the exception of their impairment and interest income and foreign exchange differences on debt securities. When realised, the relevant revaluation gains or losses are taken to the profit and loss account as “Other operating income/(expenses), net”. Interest income on coupons, amortisation of discounts or premiums, and dividends are included in “Interest income and similar income”. Foreign exchange differences are reported within “Net profit on financial operations”. Securities Held to Maturity Securities held to maturity are financial assets with fixed maturity and determinable payments that the Bank has the positive intent and ability to hold to maturity. Securities held to maturity are initially measured at acquisition cost. Securities held to maturity are subsequently reported at amortised cost using the effective interest rate, less any provision for impairment. The amortisation of premiums and discounts is included in “Interest income and similar income”. A financial asset (as defined in IAS 39) is impaired if its carrying amount is greater than its estimated recoverable amount. The amount of the impairment loss for assets carried at amortised cost is calculated as the difference between the asset’s carrying amount and the present value of the expected future cash flows discounted at the financial instrument’s original effective interest rate. When an impairment of assets is identified, the Bank recognises provisions through the profit and loss account line “Other operating income/(expenses), net.” Equity Investments Equity investments in subsidiary and associated undertakings are recorded at acquisition cost including transaction costs less provisions for any temporary diminution in value or write-offs for any permanent diminution in value. 156 An investment in a subsidiary is one in which the Bank holds, directly or indirectly, more than 50 percent of its share capital or in which the Bank can exercise more than 50 percent of the voting rights based on an agreement with another shareholder/ owner, or where the Bank can appoint or dismiss a majority of the Board of Directors or Supervisory Board members. An investment in an associate is one in which the Bank holds, directly or indirectly, 20 percent to 50 percent of its share capital or over which the Bank exercises significant influence through representation on the entity’s statutory board, participation in the development of the entity’s policy, significant transactions between the entity and the Bank, replacement of the entity’s management by the Bank, and access to significant technical information of the entity. At the financial statement date or interim financial statement date, the Bank assesses equity investments in subsidiary or associated undertakings for impairment. An equity investment is impaired if its carrying amount is greater than its recoverable amount. The recoverable amount is the higher of an asset’s fair value and its value in use determined as a sum of discounted expected cash flows. Impairment of equity investments in subsidiary or associated undertakings is accounted for through the recognition of provisions. Dividends from equity investments are recognised in the profit and loss account within “Interest income and similar income” in the period in which they are declared. (c) Sale and Repurchase Agreements Where debt or equity securities are sold under a concurrent commitment to repurchase them at a pre-determined price, they remain at fair value or amortised cost (refer to Note 3b) within the relevant portfolio on the balance sheet and the consideration received is recorded in “Amounts owed to financial institutions” or “Amounts owed to customers.” Conversely, debt or equity securities purchased under a concurrent commitment to resell are not recognised in the balance sheet and the consideration paid is recorded in “Loans and advances to financial institutions” or “Loans and advances to customers.” Interest is accrued evenly over the life of the agreement. Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties Securities borrowed are not recognised in the financial statements, unless they are sold to third parties, in which case the purchase and sale are recorded with the gain or loss included in trading income. The obligation to return them is recorded at fair value as a trading liability and presented in “Other liabilities”. Buildings and structures 20–50 years Electronic machines and equipment 6–12 years Tools and other equipment 4–12 years Equipment, fixtures and fittings Selected low value machines and equipment Leasehold improvements 4–6 years 2 years Period of the lease (d) Intangible Fixed Assets Intangible fixed assets include identifiable assets without physical substance with an estimated useful life exceeding one year and a cost greater than CZK 60,000. Costs associated with acquiring software are treated as intangible fixed assets and are amortised on a straight line basis through “General administrative expenses - amortisation of intangible assets” over an estimated useful life not exceeding four years. Research and development, valuable rights and other intangible assets with the exception of goodwill disclosed above are also amortised over an estimated useful life not exceeding four years. Costs associated with the maintenance of intangible assets (software) are expensed through “General administrative expenses - other administrative expenses” as incurred whilst costs of technical improvements, if they exceed CZK 40,000 per one asset for the period and are completed, are capitalised and increase the acquisition cost of the intangible fixed asset (software). Intangible fixed assets are carried at cost less accumulated amortisation and provisions and are amortised on a straight line basis over their estimated useful lives. (e) Property and Equipment Property and equipment includes identifiable tangible assets with physical substance and with an estimated useful life exceeding one year and a cost greater than CZK 13,000. Property and equipment also includes selected low value tangible assets with a cost between CZK 1,000 and CZK 12,999. Property and equipment is stated at historical cost less accumulated depreciation and provisions and is depreciated when ready for use through the profit and loss account line “General administrative expenses - depreciation of property and equipment” on a straight line basis over their estimated useful lives. Depreciation periods for individual categories of assets are as follows: Land and works of art (irrespective of their cost) and assets under construction are not depreciated. The gain and loss arising on the disposal of property and equipment is determined based on its carrying value and is recognised in the profit and loss account line “Other operating income/(expenses), net” in the year of disposal. Property and equipment costing less than CZK 13,000 that are not the selected low value fixed assets, technical improvements costing less than CZK 40,000 and intangible fixed assets costing less than CZK 60,000 are charged to the profit and loss account line “General administrative expenses” in the period of acquisition. The depreciation period of selected buildings and structures was extended from 30 years to 50 years to better reflect their estimated useful lives. (f) Assets Held for Sale The category of ‘assets held for sale’ includes non-current assets that are taken out of active use at the date on which criteria for sale are met, that is, the sale is approved by an authorised person, steps to locate a buyer have been initiated, and a draft of a purchase contract and other documentation is being prepared. At the same date, the assets held for sale are remeasured at fair value and depreciation on such assets ceases. Changes arising from the fair value remeasurement of the assets are accounted for through the recognition of an extraordinary write-off in the profit and loss account line “Other operating income/(expenses), net.” (g) Impairment of Assets Where the carrying amount of an asset stated at net book value or amortised cost is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount. The recoverable amount is the greater of the following amounts: the market value which can be recovered from the sale of an asset under normal conditions, net of selling costs, or 157 the estimated future economic benefits arising from the use of the asset. treasury shares, the Bank recognises the difference between their selling price and cost as share premium. The largest components of the Bank’s assets are periodically tested for impairment and temporary impairments are provisioned through the profit and loss account line “Other operating income/(expenses), net”. An increased carrying amount arising from the reversal of a temporary impairment must not exceed the carrying amount that would have been determined (net of amortisation or accumulated amortisation) had no impairment loss been recognised for the asset in prior years. (k) Accrued Interest Repairs are charged to the profit and loss account line “General administrative expenses - other administrative expenses” in the year in which the expenditure is incurred. (h) Provisions for Guarantees and Other Off Balance Sheet Credit Related Commitments In the normal course of business, the Bank enters into credit related commitments which are recorded in off balance sheet accounts and primarily include guarantees, loan commitments and undrawn loan facilities. Provisions are made for estimated losses on these commitments on the same basis as set out at Note 3 (a) in respect of on balance sheet loan exposures. (i) Provisions Provisions are recognised when the Bank has a present legal or constructive obligation as a result of past events and 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. (j) Shareholders’ Equity The statutory reserve fund comprises funds that the Bank is required to retain according to current legislation. Use of the statutory reserve fund is limited by legislation and the articles of the Bank. The fund is not available for distribution to the shareholders. Where the Bank purchases its treasury shares or obtains rights to purchase its treasury shares, the consideration paid including any attributable transaction costs net of income taxes, is shown as a deduction from total shareholders’ equity. In selling 158 Interest receivable and payable accrued on outstanding loan balances, debt securities, deposit products and bonds in issue and subordinated debt is reported within “Other assets” and “Other liabilities,” respectively. (l) Foreign Currency Transactions denominated in foreign currencies are recorded in the local currency at official exchange rates as announced by the CNB on the date of transaction. Assets and liabilities denominated in foreign currencies are translated into the local currency at the CNB exchange rate prevailing at the balance sheet date. Realised and unrealised gains and losses on foreign exchange are recognised in the profit and loss account in “Net profit on financial operations”, with the exception of foreign exchange rate differences on equity investments denominated in foreign currencies which are reported at the historical exchange rate, foreign exchange rate differences on equity securities included in the available-for-sale portfolio which are reported as a component of a change in the fair value and foreign exchange rate differences on derivatives entered into with a view to hedging currency risk associated with assets or liabilities whose foreign exchange rate differences are not reported in the profit and loss account. (m) Interest Income and Interest Expense Interest income and expense are recognised in the profit and loss account lines “Interest income and similar income” and “Interest expense and similar expense” when earned or incurred, on an accruals basis. The Bank accounts for the accruals of interest using the effective interest rate method. Outstanding penalties, contractual sanctions and interest on non-performing loans, which are those loans that have overdue interest and/or principal, or for which management of the Bank otherwise believes the contractual interest or principal due may not be received, are only recognised on collection. (n) Fees and Commissions Fees and commissions are recognised in the profit and loss account lines “Fee and commission income” and “Fee and Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties commission expense” on an accruals basis, with the exception of fees that are included in the effective interest rate. (o) Dividends Dividends reduce retained earnings in the period in which they are declared by the Annual General Meeting. (p) Taxation Tax on the profit or loss for the year comprises the current year tax charge, adjusted for deferred taxation. Current tax comprises the tax payable calculated on the basis of the taxable income for the year, using the tax rate enacted by the balance sheet date, and any adjustment of the tax payable for previous years. Deferred tax is provided using the balance sheet liability method on all temporary differences between the carrying amounts for financial reporting purposes and the amounts used for taxation purposes. The principal temporary differences arise from certain non-tax deductible reserves and provisions, tax and accounting depreciation on tangible and intangible fixed assets and revaluation of other assets. The estimated value of tax losses expected to be available for utilisation against future taxable income and tax deductible temporary differences are offset against the deferred tax liability within the same legal tax unit to the extent that the legal unit has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Deferred tax assets are recognised only to the extent that it is probable that sufficient taxable profit will be available to allow the asset to be recovered. Deferred tax is calculated on the basis of the tax rates that are expected to apply to the period when the asset is realised or the liability is settled. The effect on deferred tax of any changes in tax rates is charged to the profit and loss account, except to the extent that it relates to items previously charged or credited directly to equity. (q) Financial Derivative Instruments Financial derivatives include foreign currency and interest rate swaps, currency forwards, forward rate agreements, foreign currency and interest rate options (both purchased and sold), futures and other derivative financial instruments. The Bank uses various types of derivative instruments in both its trading and hedging activities. Financial derivative instruments entered into for trading or hedging purposes are stated at fair value. Unrealised gains and losses are reported as “Positive fair value of financial derivative transactions” and “Negative fair value of financial derivative transactions.” Realised and unrealised gains and losses are recognised in the profit and loss account line “Net profit on financial operations”, the only exception being unrealised gains and losses on cash flow hedges which are recognised in equity. Fair values of derivatives are based upon quoted market prices or pricing models which take into account current market and contractual prices of the underlying instruments, as well as the time value and yield curve or volatility factors underlying the positions. Certain derivatives embedded in other financial instruments are treated as separate derivatives when their risks and characteristics are not closely related to those of the host contract and the host contract is not carried at fair value with gains and losses reported in the profit and loss account. Certain derivative transactions, while providing effective economic hedges under the Bank’s risk management positions, do not qualify for hedge accounting under the specific rules in IAS 39 and are therefore treated as derivatives held for trading with fair value gains and losses reported in income or expenses. Hedging derivatives are defined as derivatives that comply with the Bank’s risk management strategy, the hedging relationship is formally documented and the hedge is effective, that is, at inception and throughout the period, changes in the fair value or cash flows of the hedged and hedging items are almost fully offset and the results are within a range of 80 percent to 125 percent. If the Bank uses a fair value hedge, the hedged item is remeasured at fair value and the gain or loss from the remeasurement is recognised to expense or income as appropriate. The same 159 accounts of expense and income that reflect the gain or loss from remeasuring the hedged item at fair value are also used in accounting for changes in fair values of hedging derivatives that are attributable to the hedged risk. assets are determined after deducting related adjustments that are reported as direct offsets in the Bank’s balance sheet. Segment assets and liabilities do not include income tax items. (t) Cash and Cash Equivalents If the Bank uses a cash flow hedge, the gains or losses from changes in fair values of hedging derivatives that are attributable to the hedged risk are retained in equity on the balance sheet and are recognised to expense or income in the periods in which the expense or income associated with the hedged items are recognised. (r) Transactions with Securities Undertaken on behalf of Clients Securities received by the Bank into custody, administration or safe-keeping are typically recorded at market or nominal values if the market value is not available and maintained off balance sheet. “Other liabilities” include the Bank’s payables to clients arising from cash received to purchase securities or cash to be refunded to the client. The Bank considers cash and deposits with the CNB, treasury bills with a residual maturity of three months or less, nostro accounts with financial institutions and loro accounts with financial institutions to be cash equivalents. For the purposes of determining cash and cash equivalents, the minimum reserve deposit with the CNB is not included as a cash equivalent due to restrictions on its availability. (u) Changes in Accounting Policies for the Year Ended 31 December 2005 The Bank has reallocated securities among individual portfolios (IAS 39) and reassessed the classification of its assets as operating and finance leases (IAS 17). The Bank has adopted the treatments of accounting for non-current assets held for sale as outlined in IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. (s) Segment Reporting Segment information is based on two segment formats. The primary format represents business segments - retail banking, corporate banking, investment banking and other operations. The secondary format represents the Bank’s geographical markets – the Czech Republic, EU countries, other European countries and other regions. Segment results include revenue and expenses directly attributable to a segment and the relevant portion of revenue and expenses that can be allocated to a segment, whether from external transactions or from transactions with other segments of the Bank. Inter-segment transfer pricing is based on cost plus an appropriate margin, as specified by the Bank’s policy. Unallocated items mainly comprise administrative expenses. Segment assets and liabilities comprise those operating assets and liabilities that are directly attributable to the segment or can be allocated to the segment on a reasonable basis. Segment 160 In accordance with the revised requirements of IAS 39 effective from 1 January 2005, the Bank has revised or adjusted its accounting policies for securities available for sale; upon initial recognition securities at fair value through profit or loss are stated at cost, that is, net of transaction costs. Securities acquired under initial public offerings are categorised into individual portfolios according to the Bank’s strategy. Pursuant to IAS 39, the stated changes were applied retrospectively, that is, comparative amounts for the year ended 31 December 2004 were appropriately restated. In accordance with the transitional provisions of IAS 39 (Revised), the Bank changed the original classification of securities from the portfolios valid until 31 December 2004. On 1 January 2005, the Bank reallocated selected securities held in the held-to-maturity portfolio into the available-forsale portfolio and the original available-for-sale portfolio (originally revalued through profit or loss) was split between the new available-for-sale portfolio (revalued through retained earnings) and the at-fair-value-through-profit-or-loss portfolio. Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties The Bank applied the above rules as of 1 January 2005 and changed retrospectively the structure of securities classified in portfolios as follows: Change as of 1 January 2004 Category 31 December 2003 CZK million Category 1 January 2004 CZK million Change which: 44,659 4,887 – Held for trading 39,772 – 4,887 4,887 At fair value through profit or loss, of Held for Trading 39,772 – Designated upon initial recognition Available for sale 12,673 Available for sale 17,439 4,766 Held to maturity and equity investments 91,777 Held to maturity and equity investments 83,591 (8,186) 145,689 1,467 Total 144,222 Total As a result of these reallocations, the Bank remeasured the transferred securities at fair value and increased its shareholders’ equity by CZK 1,467 million as of 1 January 2004. Net of the deferred tax of CZK 411 million, the net impact on the Bank’s equity as of 1 January 2004 is CZK 1,056 million. Change as of 1 January 2005 Category 31 December 2003 CZK million Category 1 January 2004 CZK million Change which: 28,197 12,993 – Held for trading 15,204 – – Designated upon initial recognition 12,993 12,993 At fair value through profit or loss, of Held for Trading Available for sale 15,204 15,628 (1,890) Held to maturity and equity investments 112,926 17,518 Held to maturity and equity investments Available for sale 103,069 (9,857) Total 145,648 Total 146,894 1,246 As a result of these reallocations, the Bank remeasured the transferred securities at fair value and increased its shareholders’ equity by CZK 1,246 million as of 1 January 2005. Net of the deferred tax of CZK 324 million, the opening balance of CZK 835 million and the transfer of remeasurement from the profit and loss account to equity of CZK 17 million, including the impact of deferred taxation, the net impact on the Bank’s equity as of 1 January 2005 is CZK 104 million. Under IAS 39, the Bank also revised its policies for assessing loan receivables and receivables arising from securities for impairment. 161 The adoption of IFRS (including IAS 39 Revised) impacted retained earnings and equity as of 1 January 2005 when compared to the amounts and balances reported in the annual financial statements prepared under Czech Accounting Standards (CAS) for the year ended 31 December 2004 as follows: CZK million Equity under CAS as of 31 December 2004 Retained earnings including the 2004 profit Total equity 19,551 36,082 Release of provisions against equity investments in subsidiary and associated undertakings 100 100 Revaluation of less than 20 percent investments (21) (21) Revaluation of property and equipment 2 2 IFRS reclassification of deferred taxation 5 5 Capital fund transfer 1 – Social fund transfer – (41) Adoption of IAS 39 Revised Equity under IFRS as of 1 January 2005 (17) 921 19,621 37,048 (v) Changes in Accounting Policies arising from the Adoption of New IFRSs and Amendments to IASs effective 1 January 2006 At the date of authorisation of these financial statements, the following standards were in issue but not yet effective: • IFRS 7 ‘Financial Instruments: Disclosures’ (effective 1 January 2007); • Amendments to IFRS 1 ‘First-time Adoption of International Financial Reporting Standards’ (effective 1 January 2006); • Amendments to IAS 39 ‘Financial Instruments: Recognition and Measurement’ in respect of cash flow hedge accounting (effective 1 January 2006); • Amendments to IAS 39 ‘Financial Instruments: Recognition and Measurement’ and IFRS 4 ‘Insurance Contracts’ for financial guarantee contracts (effective 1 January 2006); and • Amendments to IAS 1 ‘Presentation of Financial Statements’ on capital disclosures (effective 1 January 2007). The adoption of these standards in the future periods is not expected to have a material impact on the unconsolidated profit or equity. 4. SIGNIFICANT ACCOUNTING ESTIMATES AND DECISIONS IN THE APPLICATION OF ACCOUNTING POLICIES (a) Impairment of Loans and Advances The Bank regularly assesses its loan portfolio for possible impairment. In determining impairment losses the Bank assesses whether there are observable data indicating that there is a measurable decrease in the estimated future cash flows from the portfolio although the decrease cannot yet be identified with individual loans. Management of the Company uses estimates based on historical experience of losses on loans that have similar risk characteristics. The methods and assumptions adopted in estimating amounts and the timing of future cash flows are regularly reviewed to reduce differences between the estimated and actual data. (b) Debt Securities Held to Maturity In categorising debt securities as held to maturity the Bank refers to the model of future cash flow developments such that the ability 162 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties to hold the debt securities is not jeopardised by the anticipated development in the structure of the Bank’s balance sheet. A sale of a significant volume of the held-to-maturity debt securities before their maturity would have implications in terms of IAS 39 (the requirement to reverse the entire portfolio held to maturity and the reallocation of the held-to-maturity securities into one of the remaining portfolios). In terms of the Bank’s asset management policy, a purchase of a fixed-income debt security into the portfolio of the held-to-maturity debt securities is primarily considered as a tool of the banking book interest rate risk management, the ability to hold such a debt security to maturity is a pre-condition for using the debt security as a banking book interest rate risk management tool. (c) Permanent Impairment of Securities Securities held by the Bank, the only exception being debt securities in the held-to-maturity portfolio, are regularly marked to market and the marked-to-market revaluation is recognised in the profit and loss account (the trading portfolio and the at-fair-value-throughprofit-or-loss portfolio) or in the balance sheet (the available-for-sale portfolio) which reflects permanent impairment, if any, of the securities (for instance, as a result of the bankruptcy of their issuer). If the Bank concludes that some of its securities held to maturity suffered permanent impairment (for instance, a full redemption of the nominal value of a debt security cannot be anticipated with a sufficient degree of certainty), the carrying amount of the security is written down and the incurred loss is taken to the profit and loss account. The same treatment applies to securities available for sale, permanent impairment is reflected in the profit and loss account instead of the balance sheet where current fluctuations in the market value of the security are recognised. (d) Valuation of Instruments without Direct Quotations Financial instruments without direct quotations in an active market are valued using the mark-to-model technique. The models are regularly reviewed by a skilled employee of the Risk Management Department that is different from the preparer of the model. Each model is calibrated for the most recent available market data. While the models are built only on available data, their use is subject to certain assumptions and estimates (eg, for correlations, volatilities, etc.). Changes in the model assumptions may affect the reported market value of the relevant financial instruments. (e) Provisions The Bank is involved in a number of ongoing legal disputes, the resolution of which may have an adverse financial impact on the Bank. Based upon historical experience and expert reports, the Bank assesses the developments in these cases, and the likelihood and the amount of potential financial losses which are appropriately provided for. The Bank has decided to support the use of payment cards for electronic payments by valuing these transactions through the allocation of points corresponding to the transaction amount. These points can be retained and accumulated on clients’ personal accounts for up to three calendar years from their allocation and subsequently exchanged for prizes or services of the Bank. Given that clients have not yet utilised a substantial amount of the allocated points and the three-year period in respect of the points accumulated since the inception of the programme will expire in 2006, it is likely that a significant proportion of these points will be utilised in 2006 in exchange for prizes. The potential financial impact associated with the exercising of the clients’ claims has been estimated and appropriately provided for. 163 5. CASH AND BALANCES WITH THE CNB CZK million Cash Nostro accounts with the CNB Minimum reserve deposit with the CNB Total 2005 2004 13,188 13,268 720 700 3,884 3,962 17,792 17,930 Minimum reserve deposits represent mandatory deposits calculated in accordance with regulations promulgated by the CNB, and whose withdrawal is restricted. The nostro balances represent balances with the CNB relating to settlement activities and were available for withdrawal at the year-end. 6. LOANS AND ADVANCES TO FINANCIAL INSTITUTIONS CZK million Nostro accounts Loans and advances to financial institutions 2005 2004 511 785 43,007 37,598 Placements with financial institutions 36,531 22,219 Total 80,049 60,602 As of 31 December 2005, the Bank provided certain financial institutions with loans of CZK 37,374 million (2004: CZK 33,029 million) under reverse repurchase transactions which were collateralised by securities amounting to CZK 37,237 million (2004: CZK 32,565 million). 7. AMOUNTS DUE FROM ČESKÁ KONSOLIDAČNÍ AGENTURA With effect from 1 September 2001, Konsolidační banka Praha, s.p.ú. was transformed into Česká konsolidační agentura (‘ČKA’) pursuant to Act 239/2001 Coll. This entity’s receivables have been included in the government sector and are guaranteed by the State pursuant to the Act referred to above. CZK million Amounts due from Česká konsolidační agentura 2005 2004 15,653 25,843 As of 31 December 2005, the Bank had loans of CZK 14,900 million related to the loan portfolio restructuring effected by the State with ČKA’s assistance (2004: CZK 18,600 million). These loans will fall due for repayment in the period from 2006 through 2008. 8. LOANS AND ADVANCES TO CUSTOMERS The following table shows a breakdown of the loan balance by type of loan: 164 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties CZK million 2005 2004 Corporate loans 99,236 79,394 Mortgage loans 80,874 55,625 Retail loans 52,808 43,056 Public sector loans 11,689 10,514 244,607 188,589 2005 2004 Total Industry Sector Analysis The table below details the breakdown of loans and advances to customers by industry sector: CZK million Non-financial institutions 92,032 74,572 Financial institutions 23,992 19,809 Government sector 13,884 12,287 Not-for-profit organisations 1,163 260 Households (self employed) 8,678 1,899 104,841 69,647 Resident individuals Other 17 10,115 Total 244,607 188,589 As of 31 December 2005, the Bank provided certain customers with loans of CZK 1,014 million (2004: CZK 541 million) under reverse repurchase transactions which were collateralised by securities amounting to CZK 1,362 million (2004: CZK 526 million). The gross exposures shown above include loans in the aggregate amount of CZK 3,653 million (2004: CZK 2,932 million) on which interest is no longer accrued. Analysis of Loans and Advances to Customers according to Credit Risk Assessment Policies In applying the new loan impairment assessment policies the Bank allocates loans and advances to customers into the following categories (balances as of 31 December 2005): Individually significant loans Individually insignificant loans Individually impaired 7,413 4,872 Collectively impaired – 1,861 Unimpaired 120,210 110,251 Total 127,623 116,984 CZK million 165 9. PROVISIONS FOR LOSSES ON LOANS AND ADVANCES (a) Creation and use of provisions for losses on loans and advances CZK million 2005 2004 At 1 January 5,578 6,387 Net charge/(release) of provisions Use of provisions for loans written off and assigned FX differences from provisions in foreign currency At 31 December 383 (87) (906) (702) (9) (20) 5,046 5,578 (b) Provisions for losses on loans and advances by category (balances as of 31 December 2005) CZK million Individually Individually significant insignificant loans Total loans Individually impaired 2,342 2,504 Collectively impaired – 200 200 2,342 2,704 5,046 2005 2004 17,823 13,597 Total 4,846 10. SECURITIES HELD FOR TRADING CZK million Listed debt securities Listed equity securities and other variable yield securities Total 1,781 1,607 19,604 15,204 Listed debt securities include Government treasury bills and treasury bills of the CNB in the aggregate amount of CZK 4 million (2004: CZK 912 million) and Government bonds in the aggregate amount of CZK 9,858 million (2004: CZK 3,349 million) which may be used for refinancing with the CNB (the amounts shown above do not reflect securities that were transferred to collateralise loans received under repurchase transactions). 166 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties Debt securities comprise: CZK million 2005 2004 Variable yield debt securities Issued in CZK – 103 Issued in other currencies 246 1,169 Total 246 1,272 10,965 7,350 Fixed income debt securities Issued in CZK Issued in other currencies 6,612 4,975 Total 17,577 12,325 Total debt securities 17,823 13,597 2005 2004 1,383 1,273 Equity securities and other variable yield securities comprise: CZK million Shares and share certificates Issued in CZK Issued in other currencies Total 398 334 1,781 1,607 2005 2004 10,912 8,288 Debt securities were issued by: CZK million Debt securities issued by State institutions in the Czech Republic Foreign state institutions 1,793 – Financial institutions in the Czech Republic 1,131 32 Foreign financial institutions 3,197 3,829 Other entities in the Czech Republic Other foreign entities Total 20 311 770 1,137 17,823 13,597 167 Equity securities and other variable yield securities held for trading were issued by the following issuers: CZK million 2005 2004 1,706 1,600 69 7 Shares and share certificates issued by Foreign financial institutions Other entities in the Czech Republic Other foreign entities Total 6 – 1,781 1,607 11. SECURITIES DESIGNATED UPON INITIAL RECOGNITION AS AT FAIR VALUE THROUGH PROFIT OR LOSS CZK million 2005 2004 11,101 9,629 4,810 2,684 Debt securities Listed Equity securities and other variable yield securities Listed Unlisted Total 680 680 16,591 12,993 Debt securities do not include Government treasury bills and treasury bills of the CNB which may be used for refinancing with the CNB (2004: CZK 1,296 million – the amount does not reflect securities that were transferred to collateralise loans received under repurchase transactions). In 2005, debt securities additionally include securitised securities of CZK 2,052 million (2004: CZK 757 million). Unlisted equity securities and other variable yield securities include equity investments and holdings that are not participating interests with controlling or significant influence in the aggregate amount of CZK 680 million (2004: CZK 680 million). Debt securities comprise: CZK million 2005 2004 647 1,148 Variable yield debt securities Issued in CZK Issued in other currencies 2,875 970 Total 3,522 2,118 – 1,296 Fixed income debt securities Issued in CZK Issued in other currencies 7,579 6,215 Total 7,579 7,511 Total debt securities 11,101 9,629 168 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties Equity securities and other variable yield securities comprise: CZK million 2005 2004 Shares and share certificates Issued in CZK 680 680 Issued in other currencies 4,810 2,684 Total 5,490 3,364 2005 2004 213 1,560 2,221 2,310 Debt securities were issued by the following issuers: CZK million Debt securities issued by State institutions in the Czech Republic Foreign state institutions Financial institutions in the Czech Republic Foreign financial institutions Other foreign entities Total 287 – 7,975 5,681 405 78 11,101 9,629 2005 2004 Equity securities and other variable yield securities were issued by the following issuers: CZK million Shares and share certificates issued by Financial institutions in the Czech Republic 2,687 680 Foreign financial institutions 2,803 2,684 Total 5,490 3,364 2005 2004 4,997 4,521 12. POSITIVE FAIR VALUE OF FINANCIAL DERIVATIVE TRANSACTIONS CZK million Financial derivatives – Foreign currency – Interest rate hedging – Interest rate non-hedging – Other Total 328 207 12,403 10,682 31 – 17,759 15,410 169 13. SECURITIES AVAILABLE FOR SALE CZK million 2005 2004 14,323 15,588 Debt securities Listed Equity securities and other variable yield securities Unlisted Total 43 40 14,366 15,628 Debt securities include Government treasury bills in the aggregate amount of CZK 5,872 million (2004: CZK 7,244 million) which may be used for refinancing with the CNB (the amounts shown above do not reflect securities that were transferred to collateralise loans received under repurchase transactions). Unlisted equity securities and other variable yield securities include equity investments and holdings that are not participating interests with controlling or significant influence in the aggregate amount of CZK 43 million (2004: CZK 40 million). Debt securities comprise: CZK million 2005 2004 Variable yield debt securities Issued in CZK 2,277 225 Issued in other currencies 3,210 3,000 Total 5,487 3,225 Fixed income debt securities Issued in CZK 6,030 9,313 Issued in other currencies 2,806 3,050 Total Total debt securities 8,836 12,364 14,323 15,588 2005 2004 38 35 Equity securities and other variable yield securities comprise: CZK million Shares and share certificates Issued in CZK Issued in other currencies Total 170 5 5 43 40 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties Debt securities were issued by the following issuers: CZK million 2005 2004 Debt securities issued by State institutions in the Czech Republic 5,872 9,313 Foreign state institutions 1,623 1,790 Financial institutions in the Czech Republic 2,435 225 Foreign financial institutions 3,666 3,499 Other foreign entities Total 727 761 14,323 15,588 2005 2004 CZK million CZK million 38 35 Equity securities and other variable yield securities were issued by the following issuers: Shares and share certificates issued by Financial institutions in the Czech Republic Other foreign entities Total 5 5 43 40 171 14. ASSETS HELD FOR SALE With effect from 1 January 2005, the Bank adopted IFRS 5 and selected immovable assets that met criteria for classification as assets held for sale as of that date (refer to Note 3f) in the aggregate carrying amount of CZK 78 million. Given the contemplated sale, market values of these assets were determined and impairment recognised in the previous period and hence the carrying value as of 1 January 2005 represented the fair value and no other revaluation was required. Total CZK million Cost At 31 December 2004 – Effect of the adoption of IFRS 5 146 At 1 January 2005 146 Additions 589 Disposals (157) At 31 December 2005 578 Accumulated depreciation including impairment At 31 December 2004 – Effect of the adoption of IFRS 5 (68) At 1 January 2005 (68) Additions (258) Disposals 74 At 31 December 2005 (252) Net book value At 31 December 2005 326 At 31 December 2004 – As of the date of the application of IFRS, that is, as of 1 January 2005, the net book value of assets held for sale was CZK 78 million. Assets are reported as held for sale due to their redundancy. All assets held for sale are presented in the ‘Other activities’ segment. 15. SECURITIES HELD TO MATURITY CZK million 2005 2004 84,441 97,167 Debt securities Listed Unlisted Total 172 – 1,296 84,441 98,463 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties Listed debt securities and other fixed income securities include Government treasury bills and treasury bills of the CNB of CZK 978 million (2004: CZK 989 million) and Government bonds of CZK 32,672 million (2004: CZK 31,892 million) which may be used for refinancing with the CNB (the amounts shown above do not reflect securities that were transferred to collateralise loans received under repurchase transactions). The portfolio additionally comprises bonds issued by the parent company, Erste Bank at a cost of CZK 628 million (2004: CZK 5,623 million). Debt securities include credit linked notes of CZK 628 million (2004: CZK 628 million). Debt securities comprise: CZK million 2005 2004 Variable yield debt securities Issued in CZK 19,127 13,384 Total 19,127 13,384 Fixed income debt securities Issued in CZK 65,314 85,079 Total 65,314 85,079 Total debt securities 84,441 98,463 2005 2004 44,265 58,825 Debt securities were issued by the following issuers: CZK million Debt securities issued by State institutions in the Czech Republic Financial institutions in the Czech Republic Foreign financial institutions Other entities in the Czech Republic Other foreign entities Total 7,504 3,443 31,556 33,684 1,116 1,950 – 561 84,441 98,463 173 16. EQUITY INVESTMENTS IN SUBSIDIARY AND ASSOCIATED UNDERTAKINGS Name of the company Registered office Principal activities CBCB-Czech Banking Credit Bureau, a. s. Na Příkopě 1096/21, Prague 1 Provision of software První certifikační autorita, a. s. Prague 9, Podvinný mlýn 2178/6 Digital signature certification services České nemovitosti, a. s. Prague 1, Revoluční 3 Real estate activities SporDat, spol. s r.o. Bratislava, Prievozská 14, Slovakia Provision of software brokerjet České spořitelny, a. s. Prague 1, Na Perštýně 1/342 Investment services CEE Property Development Portfolio B.V. Naritaweg 165 Amsterdam, Netherlands Real estate investment Consulting České spořitelny, a. s. Prague 3, Vinohradská 1632/180 Consultancy CS Investment Limited Coutts House, Le Truchot, St Peter Port, Guernsey, GY1 1WD Investments and equity holdings CS Property Investment Limited Arch. Makariou III, Nikosia, Cyprus Investments in securities, issuance of loans Czech and Slovak Property Fund B.V. Fred Roeskerstraat 123, 1076EE, Amsterdam, Netherlands Real estate investment Czech TOP Venture Fund B.V. Postweg 11,6561 Groesbeek, Netherlands Management and financing services Associated undertakings Subsidiary undertakings Erste Corporate Finance, a. s. (formerly CDI Corporate Advisory, a. s.) Prague 1, Na Perštýně 1/342 Consultancy Factoring České spořitelny, a. s. Prague 8, Pobřežní 46 Factoring Informatika České spořitelny, a. s. Prague 7, Bubenská 1477/1 Data processing Investiční společnost České spořitelny, a. s. Prague 1, Na Perštýně 1/342 Investment management Leasing České spořitelny, a. s. Prague 8, Střelničná 8/1680 Leasing Penzijní fond České spořitelny, a. s. Prague 4, Poláčkova 1976/2 Pension insurance Pojišťovna České spořitelny, a. s. Pardubice, nám. Republiky 115 Insurance Realitní společnost České spořitelny, a. s. Prague 3, Vinohradská 1632/180 Real estate activities s Autoleasing, a. s. Prague 8, Střelničná 8/1680 Leasing Servis 1 – ČS, a. s. Prague 4, Olbrachtova 1929/62 Provision of software Stavební spořitelna České spořitelny, a. s. Prague 3, Vinohradská 180/1632 Construction savings bank 174 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties At 31 December 2005 Name of the company Share capital in CZK million/ TEUR, SKK Currency Ownership percentage Voting power in % Carrying amount in CZK million Associated undertakings CBCB-Czech Banking Credit Bureau, a. s. 1 CZK 20.00,% 20.00,% 0.2 První certifikační autorita, a. s. 20 CZK 23.25,% 23.25,% 10 České nemovitosti, a. s. 45 CZK 24.00,% 24.00,% 17 200 SKK 23.50,% 23.50,% 69 SporDat, spol. s r.o. Total associated undertakings 96 Subsidiary undertakings brokerjet České spořitelny, a. s. 160 CZK 51.00,% 51.00,% 82 20 EUR 20.00,% 20.00,% 2,344 Consulting České spořitelny, a. s. 1 CZK 100.00,% 100.00,% 5 CS Investment Limited 6 EUR 99.98,% 100.00,% 174 CS Property Investment Limited 22 EUR 100.00,% 100.00,% 578 Czech and Slovak Property Fund B.V. 20 EUR 20.00,% 20.00,% 312 Czech TOP Venture Fund B.V. 19 EUR 84.25,% 84.25,% 122 CEE Property Development Portfolio B.V. Erste Corporate Finance, a. s. Factoring České spořitelny, a. s. 6 CZK 50.17,% 50.17,% 3 84 CZK 100.00,% 100.00,% 57 Informatika České spořitelny, a. s. 10 CZK 100.00,% 100.00,% 10 Investiční společnost České spořitelny, a. s. 70 CZK 100.00,% 100.00,% 77 Leasing České spořitelny, a. s. 300 CZK 100.00,% 100.00,% 75 Penzijní fond České spořitelny, a. s. 100 CZK 100.00,% 100.00,% 241 Pojišťovna České spořitelny, a. s. 1,117 CZK 55.25,% 55.25,% 1,363 Realitní společnost České spořitelny, a. s. 4 CZK 100.00,% 100.00,% 4 sAutoleasing, a. s. 2 CZK 100.00,% 100.00,% 0 Servis 1 - ČS, a. s. 3 CZK 100.00,% 100.00,% 10 750 CZK 95.00,% 95.00,% Stavební spořitelna České spořitelny, a. s. 1,198 Total subsidiary undertakings 6,655 Total equity investments 6,751 The Bank presents its investments in real estate funds as equity investments in subsidiary undertakings. While the Bank holds 20 percent of the issued share capital of the funds and does not have a majority of voting rights and Board representation, it has provided significant additional funding to the funds for investment purposes which results in the Bank receiving substantially all of the returns and bearing substantially all of the risks of the investment. The second shareholder bears minimal risks and receives minimal returns from its investment in the funds. During the year ended 31 December 2005, the portfolio of equity investments underwent the following changes: • The investment in Hotelová společnost, s.r.o. was sold and the gain on the sale amounted to CZK 90 million; 175 • The Bank acquired 23.5 percent of the issued share capital of SporDat, spol. s.r.o. for CZK 69 million; • On 31 October 2005, CDI Corporate Advisory, a. s. was renamed as Erste Corporate Finance, a. s.; • Servis 1 – ČS, a. s. decreased its share capital from CZK 2,880 million to CZK 3 million by reducing the nominal value of its shares. The reason for the share capital decrease was an equity surplus as the entity’s business activities reduced in size. The amount equivalent to the share capital decrease was paid out to the entity’s shareholders; and • By way of share premium payment, the Bank increased its equity investment in CEE Property Development Portfolio B.V., Czech and Slovak Property Fund B.V., CS Investment Limited, CS Property Investment Limited and Czech TOP Venture Fund B.V. in connection with the development of their business activities. At 31 December 2004 Name of the company Share capital in CZK million/ TEUR, Currency Ownership percentage Voting power in % Carrying amount in CZK million Associated undertakings CBCB-Czech Banking Credit Bureau, a. s. 1 CZK 20.00,% 20.00,% 0.2 První certifikační autorita, a. s. 20 CZK 23.25,% 23.25,% 10 České nemovitosti, a. s. 45 CZK 24.00,% 24.00,% 18 Hotelová společnost, s.r.o. 0,2 CZK 100.00,% 50.00,% 0 2,880 CZK 10.42,% 20.83,% 300 Servis 1 - ČS, a. s. Total associated undertakings 328 Subsidiary undertakings brokerjet České spořitelny, a. s. CEE Property Development Portfolio B.V. 160 CZK 51.00,% 51.00,% 82 20 EUR 20.00,% 20.00,% 998 CDI Corporate Advisory, a. s. 6 CZK 50.17,% 50.17,% 3 Consulting České spořitelny, a. s. 1 CZK 100.00,% 100.00,% 5 CS Investment Limited 4 EUR 99.97,% 100.00,% 115 CS Property Investment Limited 2 EUR 100.00,% 100.00,% 0.2 Czech and Slovak Property Fund B.V. 20 EUR 20.00,% 20.00,% 7 Czech TOP Venture Fund B.V. 19 EUR 84.25,% 84.25,% 116 Factoring České spořitelny, a. s. 84 CZK 100.00,% 100.00,% 57 Informatika České spořitelny, a. s. 10 CZK 100.00,% 100.00,% 10 Investiční společnost České spořitelny, a. s. 70 CZK 100.00,% 100.00,% 77 Leasing České spořitelny, a. s. 300 CZK 100.00,% 100.00,% 0 Penzijní fond České spořitelny, a. s. 100 CZK 100.00,% 100.00,% 241 Pojišťovna České spořitelny, a. s. 1,117 CZK 55.25,% 55.25,% 1,363 Realitní společnost České spořitelny, a. s. 4 CZK 100.00,% 100.00,% 4 s Autoleasing, a. s. 2 CZK 100.00,% 100.00,% 2 750 CZK 95.00,% 95.00,% 1,198 Stavební spořitelna České spořitelny, a. s. Total subsidiary undertakings 4,278 Total equity investments 4,606 176 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties 17. INTANGIBLE FIXED ASSETS CZK million Software Other Total 1 692 5 084 6 776 568 1 766 2 334 Cost 1 January 2004 Additions Disposals (12) (864) (876) 31 December 2004 2 248 5 986 8 234 1 January 2005 2 248 5 986 8 234 458 1 032 1 490 Additions Disposals (389) (15) (404) 31 December 2005 2 317 7 003 9 320 (1 208) (1 631) (2 839) (291) (892) (1 183) Provision for impairment – 30 30 Disposals 9 – 9 (1 490) (1 490) (2 493) (2 493) (3 983) (3 983) (376) (1 082) (1 458) – 96 96 352 5 357 (1 514) (3 474) (4 988) 31 December 2005 803 3 529 4 332 31 December 2004 758 3 493 4 251 Accumulated amortisation and provisions 1 January 2004 Additions 31 December 2004 1 January 2005 Additions Provision for impairment Disposals 31 December 2005 Net book value The balances as of 31 December 2005 shown above include CZK 2,082 million (2004: CZK 1,954 million) in assets under construction. In 2005, the Bank released a part of the provision recognised in the past in respect of an impairment of assets under construction relating to the purchase of licences to operate an information system due to redundancy. 177 18. PROPERTY AND EQUIPMENT CZK million Land Equipment, fixtures Total 28,242 Cost 1 January 2004 17,259 10,983 Additions 350 1,345 1,695 Disposals (1,733) (1,349) (3,082) 31 December 2004 15,876 10,979 26,855 1 January 2005 15,876 10,979 26,855 (145) (1) (146) 536 1,895 2,431 Application of IFRS 5 Additions Disposals (747) (1,477) (2,224) 15,520 11,396 26,916 (5,371) (7,000) (12,371) (529) (1,330) (1,859) Provision for impairment 564 – 564 Disposals 595 866 1,461 31 December 2004 (4,741) (7,464) (12,205) 1 January 2005 Application of IFRS 5 (4,741) 67 (7,464) 1 (12,205) 68 (179) (1,355) (1,534) (71) (1) (72) 52 472 524 (4,872) (8,347) (13,219) 31 December 2005 10,648 3,049 13,697 31 December 2004 11,135 3,515 14,650 31 December 2005 Accumulated depreciation and provisions 1 January 2004 Additions Additions Provision for impairment Disposals 31 December 2005 Net book value The balances as of 31 December 2005 shown above include CZK 637 million (2004: CZK 769 million) in assets under construction. In 2005, the Bank recognised asset impairment of CZK 72 million relating largely to real estate that is insufficiently used by the Bank for its activities (2004: CZK 213 million). 178 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties 19. OTHER ASSETS CZK million 2005 2004 Accrued income 3,601 3,972 Of which: – Interest on loans and advances to financial institutions 111 133 – Interest on loans and advances to customers, including ČKA 669 483 2,818 3,350 – Coupons on bonds – Other Deferred expenses 3 6 621 626 Various receivables 1,636 1,149 Total 5,858 5,747 2005 2004 20. AMOUNTS OWED TO FINANCIAL INSTITUTIONS CZK million Loro accounts 389 182 Other 28,158 24,966 Total 28,547 25,148 As of 31 December 2005, the Bank received from other financial institutions loans of CZK 15,171 million (2004: CZK 12,100 million) under repurchase transactions which were collateralised by securities amounting to CZK 14,917 million (2004: CZK 11,739 million). 21. AMOUNTS OWED TO CUSTOMERS CZK million 2005 2004 Repayable on demand 277,862 247,673 Other deposits 109,407 115,194 Total 387,269 362,867 As of 31 December 2005, the Bank received from customers loans of CZK 1,327 million (2004: CZK 560 million) under repurchase transactions which were collateralised by securities amounting to CZK 1,316 million (2004: CZK 554 million). 179 Analysis of amounts owed to customers: CZK million Savings deposits 2005 2004 104,631 111,398 Other amounts owed to customers – Public sector 34,869 25,615 – Corporate clients 70,687 62,470 – Retail clients 177,082 163,384 Total 387,269 362,867 2005 2004 – Foreign currency 957 1,317 – Interest rate hedging 305 91 13,046 11,137 22. NEGATIVE FAIR VALUE OF FINANCIAL DERIVATIVE TRANSACTIONS CZK million Financial derivatives – Interest rate non-hedging – Other Total 180 250 22 14,558 12,567 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties 23. BONDS IN ISSUE ISIN Date of issue Maturity Interest rate 2005 CZK million CZK million 2004 Mortgage bonds CZ0002000201 November 2002 November 2007 5.80,% 3,102 3,214 Mortgage bonds CZ0002000235 March 2003 March 2008 5.20,% 3,121 3,191 Mortgage bonds CZ0002000276 August 2003 August 2008 4.50,% 2,932 2,997 Mortgage bonds CZ0002000342 April 2004 April 2009 3.50,% 278 307 Mortgage bonds CZ0002000409 August 2004 August 2009 3.60,% 476 438 Mortgage bonds CZ0002000516 May 2005 August 2006 1.85,% 600 – Mortgage bonds CZ0002000524 May 2005 May 2010 4.50,% 2,131 – – Mortgage bonds CZ0002000573 June 2005 June 2010 4.05,% 2,133 Mortgage bonds CZ0002000623 October 2005 October 2015 4.75,% 5,560 – Mortgage bonds CZ0002000763 December 2005 December 2012 3m Pribor – 0.2,% 1,999 – Mortgage bonds CZ0002000771 December 2005 December 2008 4.45,% 940 – Bonds CZ0003700759 February 2004 February 2008 1.00,% x) 306 297 Bonds CZ0003700767 February 2004 February 2014 3.51,% x) 1,499 1,502 Bonds CZ0003701013 May 2005 June 2008 – x) 242 – Bonds CZ0003701047 July 2005 July 2012 2.72,% xx) 763 – Bonds CZ0003701054 September 2005 September 2017 4.75,% x) 196 – Bonds CZ0003701062 October 2005 October 2013 5.00,% x) 237 – Depository bills of exchange 14,755 8,753 Total 41,270 20,699 x) Bonds were issued with a combined yield. xx) If the early repayments option is not exercised, the interest rate is increased by 3.55 percent. Of the aggregate carrying value of the mortgage bonds, CZK 16,568 million (2004: CZK 8,447 million) was hedged against interest rate risk through interest rate swaps linked to a market floating rate. In accordance with applicable accounting policies, these mortgage bonds are remeasured at fair value. Bonds issues were placed with an embedded derivative. The ISIN CZ0003700767 and CZ0003701047 issues of bonds is remeasured at fair value because they are hedged against interest rate risk and early repayment options are attached to the bonds. The ISIN CZ0003701013 and CZ0003701054 issues were placed with a share index option which is recorded separately and is remeasured at fair value. 181 24. PROVISIONS FOR LIABILITIES AND OTHER RESERVES (a) Structure of provisions CZK million 2005 2004 Provision for legal disputes relating to credit transactions 2,088 2,021 Provision for off balance sheet credit risks – 85 492 260 2,580 2,366 CZK million 2005 2004 Balance at 1 January 2,366 2,413 Charge for provisions 714 907 Use of provisions (50) (132) Other reserves Total (b) Charge for and use of provisions Release of provisions (450) (822) Balance at 31 December 2,580 2,366 (c) Provisions for other credit risks and off balance sheet credit exposures Provisions for other credit risks and off balance sheet credit exposures are recorded to cover specific risks arising from pending legal disputes relating to loan transactions and to cover losses that result from off balance sheet and other exposures. CZK million 2005 2004 Balance at 1 January 2,106 1,953 Charge for provisions 441 727 Use of provisions (47) (27) Release of provisions Balance at 31 December 182 (412) (547) 2,088 2,106 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties 25. OTHER LIABILITIES 2005 2004 587 409 – Interest on amounts owed to financial institutions 27 44 – Interest on amounts owed customers 63 67 464 293 CZK million Accrued expenses Of which: – Interest on bonds in issue – Other 33 5 569 99 Short sales 7,362 5,537 Various creditors 1,411 910 968 441 Deferred income Payables from securities trading Other liabilities 5,845 4,345 Income tax liability 682 1,276 Deferred income tax liability (Note 26) 192 626 17,616 13,643 Total Other liabilities predominantly include payables from payment transactions of CZK 2,039 million (2004: CZK 993 million) and estimated payables of CZK 2,831 million (2004: CZK 2,170 million) largely comprising estimated payables for staff and management bonuses, unbilled supplies and contributions to the Deposit Insurance Fund. 26. DEFERRED INCOME TAXES Deferred income tax is calculated from all temporary differences under the liability method using a principal tax rate of 24 percent (2004: 26 percent). Deferred income tax assets (liabilities) are as follows: CZK million 2005 2004 Balance at the beginning of the year (626) (343) Movement for the year – equity 143 2 Movement for the year – income/(expense) 291 (285) (192) (626) Net balance at the end of the year The impact of deferred tax liabilities on equity arises from changes in the fair value of securities available for sale and hedging derivatives. The deferred tax (charge)/credit in the profit and loss account comprises the following temporary differences: 183 CZK million 2005 2004 Provisions and reserves (1) (89) Accelerated depreciation 56 (224) Other temporary differences 236 28 Total (Note 38) 291 (285) 1 23 2005 2004 Of which: impact of the change of rate Deferred income tax assets and liabilities are attributable to the following items: CZK million Deferred tax assets Tax losses carried forward Non-tax deductible reserves and provisions 6 6 136 137 Other temporary differences 218 – Total deferred tax asset 360 143 Deferred tax liabilities Accelerated depreciation for tax purposes (314) (370) Changes in fair value of securities available for sale and hedging derivatives (181) (324) Other temporary differences (57) (75) Total deferred tax liability (552) (769) Net deferred tax asset (liability) (192) (626) 27. SUBORDINATED DEBT On 16 May 2005, the Bank issued subordinated debt totalling CZK 3,000 million with a maturity date of 16 May 2015 and an interest rate of 6M PRIBOR plus 0.46 percent p.a. The book value is CZK 2,998 million, net of CZK 2 million in transaction costs, as of 31 December 2005. The debt was issued in the certificate form and placed on the free market of the Prague Stock Exchange. If the Bank does not exercise its option for premature repayment of the debt after the elapse of five years, the interest rate shall increase to 6M PRIBOR plus 1.4 percent p.a. Interest is payable semi-annually in arrears. The debt is unsecured and unconditional. On 5 May 2005, the Czech National Bank issued a certificate confirming that this subordinated debt is compliant with all regulatory requirements and may be included in the additional capital of the Bank for the purposes of calculating the capital adequacy ratio. 184 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties 28. SHARE CAPITAL Authorised, called-up and fully paid share capital was as follows: 2005 Ordinary shares of CZK 100 each Priority shares of CZK 100 each Total 2004 Number of shares CZK million Number of shares CZK million 140,788,787 14,079 140,788,787 14,079 11,211,213 1,121 11,211,213 1,121 152,000,000 15,200 152,000,000 15,200 Priority shareholders are not entitled to vote at the annual shareholders’ meeting. They have a right to receive dividends each year if the Bank is profitable. The amount of the dividend is proposed by the Board of Directors and subject to approval at the annual shareholders’ meeting. In the case of liquidation, priority shareholders have a right to the assets of the Bank before ordinary shareholders but after other creditors. Priority shareholders have a right to purchase shares offered by the Bank when it increases its share capital in the same proportion as the current holding. Priority registered shares can be issued only to municipalities and local governments in the Czech Republic. The priority registered shares can be transferred to entities other than municipalities and local governments of the Czech Republic only subject to the approval of the Board of Directors. 29. REVALUATION GAINS OR LOSSES CZK million Securities available for sale 2005 Hedging derivatives FX differences Total 2004 2005 2004 2005 2004 2005 2004 At 1 January Gain on fair value changes 1,263 1,160 – – – – 1,263 1,160 Deferred tax liability (324) (325) – – – – (324) (325) FX differences – – – – (42) – (42) – 939 835 – – (42) – 897 835 (481) 103 – – – – (481) 103 140 1 3 – – – 143 1 FX differences – – – – 42 (42) 42 (42) Cash flow hedge – – (10) – (10) – Gain on fair value changes 782 1,263 – – – – 782 1,263 Deferred tax (liability)/asset (184) (324) 3 – – – (181) (324) FX differences – – – – – (42) – (42) Cash flow hedge – – (10) – – – (10) – 598 939 (7) – – (42) 591 897 Total at 1 January Changes during the year Gain/(loss) on fair value changes Deferred tax (liability)/asset At 31 December Total at 31 December 185 30. INTEREST INCOME AND SIMILAR INCOME CZK million Loans and advances to financial institutions Loans and advances to customers Debt securities and other fixed income securities Fair value of hedging derivatives Proceeds from shares and other variable yield securities Rental income Total 2005 2004 2,151 2,200 13,656 11,935 4,855 5,476 - 127 1,770 352 112 124 22,544 20,214 2005 2004 31. INTEREST EXPENSE AND SIMILAR EXPENSE CZK million Amounts owed to financial institutions Amounts owed to customers Bonds in issue Subordinated debt 672 699 2,945 2,946 401 160 49 – (17) 335 4,050 4,140 2005 2004 Charge for the year (3,736) (2,363) Release of provisions 3,328 2,281 Net (charge)/release of provisions (408) (82) (13) (4) Fair value of hedging derivatives Total 32. PROVISIONS FOR CREDIT RISKS CZK million Write-offs of loans not covered by provisions Recoveries Total 186 63 59 (358) (27) Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties 33. FEE AND COMMISSION INCOME 2005 2004 CZK million CZK million Lending activities 1,400 1,694 System of payment 5,678 5,511 Securities transactions 731 564 Insurance activities 161 117 Construction savings activities 416 171 Foreign exchange transactions Other financial activities Total 42 42 229 196 8,657 8,295 2005 2004 CZK million CZK million 34. FEE AND COMMISSION EXPENSE Lending activities 2 – 293 274 Securities transactions 6 – Foreign exchange transactions 5 6 Other financial activities 310 254 Total 616 534 2005 2004 CZK million CZK million System of payment 35. NET PROFIT ON FINANCIAL OPERATIONS Realised and unrealised profit on securities held for trading 192 500 Derivative instruments (369) (520) Foreign exchange trading 1,303 1,095 Other 137 193 Total 1,263 1,268 187 36. GENERAL ADMINISTRATIVE EXPENSES (a) Composition of general administrative expenses CZK million 2005 2004 Wages and salaries 4,909 4,704 Social security costs 1,647 1,571 Staff costs Other staff costs 335 264 Total staff costs 6,891 6,539 Data processing expenses 1,608 1,736 Building maintenance and rent 1,281 1,414 Other administrative expenses Costs of business transactions 921 934 Advertising and marketing 647 566 Advisory and legal services 263 224 Other administrative expenses 544 489 5,264 5,363 Total other administrative expenses Depreciation Amortisation of intangible assets (Note 17) 1,458 1,183 Depreciation of property and equipment (Note 14, 18) 1,792 1,859 Total depreciation, amortisation and impairment Total 3,250 3,042 15,405 14,944 2005 2004 (b) Board of Directors and Supervisory Board emoluments CZK million Salaries 99 100 Total 99 100 2005 2004 (c) Average number of employees and Board members Board of Directors 8 7 Supervisory Board 12 12 10,689 11,019 Staff 188 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties With a view to fostering loyalty of the Bank’s key employees and attracting new key managers, the Supervisory Board of Erste Bank, resolved, based upon authorisation given by the General Meeting of Shareholders dated 8 May 2001, to implement an Employee Erste Bank Stock Ownership Programme (‘ESOP’) and a Management Erste Bank Stock Option Programme (‘MSOP’) within the Bank. All employees of the Bank were entitled to subscribe for shares under the Employee Stock Ownership Programme. Each employee was entitled to subscribe for a maximum of 200 shares (2004: 100 shares). The price of one share was established on the basis of the average rate in April 2005 decreased by a 20 percent discount. The 20 percent discount is conditional upon the shares being held for a period of one year. A total of 364 employees (2004: 138) participated in the programme and subscribed for 47,087 shares (2004: 7,413). Management of the Bank and selected key employees were granted the fourth tranche of options for subscription of shares under the Management Erste Bank Stock Option Plan 2005. In the year ended 31 December 2005, approximately 101,950 options (2004: 50,750) were granted to these employees. The following tranche of the programme in 2006 will be approximately of the same size. These options entitle the holders to acquire Erste Bank’s shares for the price of EUR 43 which was determined as the average price of shares ruling in April 2005 plus a 10 percent mark-up, rounded to EUR 0.5 (for the options subscribed until 2004 the price of the share was EUR 66 on the basis of the average price ruling in March 2002), within five years from the issuance of each tranche of options. 4,850 options (2004: 33,980 options) granted under the first tranche in 2002, 10,040 options (2004: 27,960) granted under the second tranche in 2003, and 24,872 options granted under the third tranche in 2004 were exercised in the year ended 31 December 2005. The aggregate amount of the discount in respect of both programmes was CZK 12 million (2004: CZK 5 million) and was reported within “General administrative expenses - other staff costs”. 189 37. OTHER OPERATING INCOME/(EXPENSES), NET CZK million 2005 2004 Release of other reserves 39 275 Gain on the sale of real estate 44 97 100 127 Income from other services Received compensation for deficits and damage 55 85 Release of provisions against non-credit receivables 61 85 Income from statute-barred deposits Other operating income Total other operating income 44 62 199 157 542 888 Charges for other reserves (273) (180) Contribution to the Deposit Insurance Fund (350) (675) Write-off of assets under construction (69) – Loss on the sale and impairment of real estate (82) (111) Deficits and damage, fines and penalties (74) (131) Charge for provisions against non-credit receivables (54) (95) Sponsorship contributions (50) (265) Other operating charges (89) (146) Other taxes (22) (43) (1,063) (1,646) Income from the revaluation/sale of securities at fair value through profit or loss 166 488 Income from the sale of securities available for sale 516 15 Total other operating expense Income from revaluation hedging derivatives 12 – Expense of revaluation of equity investments 71 (300) Gains on the sale of equity investments Total other operating income/(expenses), net 91 – 335 (555) 2005 2004 (2,900) (2,515) 38. INCOME TAX EXPENSE CZK million Current tax expense Deferred tax income/(expense) (Note 26) Total 190 291 (285) (2,609) (2,800) Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties The tax on the Bank’s profit before tax differs from the theoretical amount that would arise using the basic tax rate of the Czech Republic as follows: CZK million Profit before tax 2005 2004 12,369 9,577 Tax calculated at a tax rate of 26 percent (2004: 28 percent) 3,216 2,681 Income not subject to tax (745) (904) 567 776 Expenses not deductible for tax purposes Tax allowances and credits, including the utilisation of tax losses, tax recoveries and additional taxes for prior Other differences Subtotal Movement in deferred taxation (Note 26) Income tax expense Effective tax rate (127) 49 (11) (87) 2,900 2,515 (291) 285 2,609 2,800 21.09,% 29.24,% Further information about deferred income tax is presented in Note 26. 39. CASH AND CASH EQUIVALENTS Cash and cash equivalents at the end of the year as shown in the statements of cash flows are composed of the following balances: CZK million Cash (Note 5) Nostro accounts with the CNB (Note 5) Treasury bills with maturity of less than three months Nostro accounts with financial institutions (Note 6) Loro accounts with financial institutions (Note 20) Total cash and cash equivalents 2005 2004 13,188 13,268 720 700 4 3,711 511 785 (389) (182) 14,034 18,282 40. FINANCIAL INSTRUMENTS A financial instrument is any contract that gives rise to the right to receive cash or another financial asset from another party (financial asset) or the obligation to deliver cash or another financial asset to another party (financial liability). Financial instruments may result in certain risks to the Bank. The most significant risks include: Credit Risk The Bank takes on exposure to credit risk which is the risk that a counterparty will be unable to pay amounts in full when due. 191 Credit Risk Management Methodology In managing credit risk, the Bank applies a unified methodology which is adopted on a Group-wide basis and sets out applicable procedures, roles and authorities. The lending policy includes: • Prudent credit process guidelines, including procedures for the prevention of money laundering and fraudulent activities; • General guidelines regulating the acceptability of client segments on the basis of their principal activities, geographical areas, maximum maturity period, product and purpose of the loan; • Principal framework of the rating system and of setting up and revising borrower rating; • Basic principles underlying the system of limits and the structure of approval authorities; and • Rules of loan collateral management. Collection of Key Risk Management Information Throughout 2005, the Bank placed great emphasis on enhancing the efficiency of the collection of data which is essential to the risk management process. The Bank replaced its existing data collection system with a more comprehensive solution involving a data warehouse, while the responsibility for data processing has remained with the Risk Management Department. This solution is highly flexible when developing analyses drawing on a unified, group-wide source of data. The collected data allows the Risk Management Department to have detailed control over the Bank’s individual exposures to all its clients. The quality of data significantly improved, which provides a better basis for its utilisation during debt recovery procedures, valuation of receivables and calculation of losses. Rating Tools Rating is perceived as one of the key risk management tools. Assessing the borrower is an obligatory part of every loan approval process or when making major changes to lending terms. The assessment takes into account the borrower’s financial position, identified weaknesses (such as management, competitiveness) for corporate clients, or social demographic indicators for retail clients. The Bank uses a 13+R rating scale for all clients with the exception of retail clients-private individuals (8+R) where ‘R’ means client in default. All information essential for assessing clients is collected and stored centrally. Revisions of the rating and identification of the approval level are an integral part of such information. The information is processed by a statistical software. Regular reviews and back-testing of statistical models are performed at least on a yearly basis. For the purposes of making regular updates of the client rating, the Bank has implemented behavioural scoring which is based on the client’s account history and loan repayment ability with respect to all of its exposures to the group. The rating based on behavioural scoring reflects the risk attributable to the client as well as the receivable. The rating of retail clients also strengthened the Bank’s position by allowing it to control its risk exposures during an accelerated lending process. Modification of the rating tools technology applied in respect of corporate clients resulted in a more flexible environment in 2005 facilitating the introduction of scorecards and centralisation of data collection. Another upgrade of rating tools is planned for the clients of the small and medium-sized business segment where behavioural scoring is scheduled to be implemented in early 2006. Rating tools for municipalities also underwent changes, both on the technical level and by introducing scorecards. The new rating instrument is linked to the public administration’s financial information system, which expands the availability of data for risk management of all municipalities in the Czech Republic. During 2005, the Bank tested a pilot operation of a newly developed rating tool for special loans. The testing particularly focused on data collection and on customising the technological environment. 192 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties Exposure Limits Exposure limits are defined as the maximum exposure that the Bank may accept in respect of a client with a given rating and underlying collateral. In setting the system of limits, the Bank strives to protect its revenues and capital from risk concentration. Risk concentration is measured as the capital required for the given portfolio. Risk Parameters Risks profiles used in the Bank’s internal models include probability of failure, loan losses and credit conversion factors. Improvements made by the Bank in 2005 primarily related to the quality of the input information referred to above and the development of models for setting up risk parameters on the basis of the current portfolio structure. The Bank also expanded statistical-method-based calculation tools based on the historical data sampling method. A partial objective in this area is to obtain detailed information about stress behaviour and potential sensitivity of the principal segments of the portfolio. In addition to the overall objective of updating the estimation processes to the level matching the BASEL II concept, the Bank creates an environment facilitating quantitative portfolio management. At present, the Bank refers to risk parameters when monitoring portfolio risks, measuring portfolio protection and valuation of risks. Provisions against Loan Losses Beginning 1 January 2005, the Bank has implemented a provisioning policy in accordance with IAS 39 Revised. The policy is based on two components, namely individual and collective losses. Individual Losses Component Individual losses represent the losses arising from receivables impaired on an individual basis. Impairment of a receivable is identified based on loss making events that can be ascertained individually. Impairment of non-retail receivables and retail receivables with a value exceeding CZK 5 million is measured on an individual basis taking into account the present value of expected future cash flows using the original effective interest rate of that receivable. The level of impairment of retail receivables is determined using the provisioning matrix based on the classification of the receivable and the segment it belongs to, where the classification represents the ascertained status of impairment or an event. Each individual component of this matrix is derived from historical experience with defaulted receivables and the potential recoverability of similar types of receivables. All exposures are revalued on a monthly basis depending on whether a loss making event occurred. Collective Losses Component Collective losses reflect the aggregate impairment of assets which are not impaired individually. Aggregate impairment covers collective losses arising from internal or external loss making events. Loss making events are measurable and identifiable in relation to the current portfolio. The scope of impairment reflects the Bank’s expert estimate as to the sensitivity of the public to loss making events. The breakdown on credit risk by industries is shown in Note 44. Market Risk The Bank takes on exposure to market risks. Market risks arise from open positions in interest rate, currency, equity and commodity products, all of which are exposed to general and specific market movements. Market risks undertaken by the Bank principally relate to transactions on financial markets which are traded in both the trading and banking books, and interest rate risk associated with assets and liabilities in the banking book. 193 Trading book transactions in the capital, money and derivative markets can be segmented as follows: • Client quotations and client transactions, execution of client orders; • Interbank market quotations; and • Proprietary trading in the interbank market. The Bank enters into short-term transactions on the account of the trading book, that is, the Bank opens positions with a view to benefiting from short-term fluctuations in financial markets, purchases higher-interest bearing assets funded by the sale of lower-interest bearing assets with the objective of using the interest spread to generate profit, creates strategic positions, that is, positions opened to benefit from significant movements in the prices of financial assets. The Bank conducts the following derivative transactions through the over-the-counter (OTC) market: • Foreign currency forwards (including non delivery forwards) and swaps; • Foreign currency options; • Interest rate swaps; • Asset swaps; • Forward rate agreements; • Cross-currency swaps; • Interest rate options such as swaptions, caps and floors; • Commodity derivatives (for gold and oil); and • Credit derivatives. In the area of exchange-traded derivatives, the Bank trades the following instruments: • Bond futures; • Interest rate futures; • Commodity derivatives (gold and oil futures); and • Options in respect of bond futures. During the year ended 31 December 2005, at the clients’ request, the Bank also traded with other less common currency options, such as digital, barrier or windowed options. Some of these option contracts or options on various underlying stock baskets or stock indices formed part of the on-balance sheet instruments as embedded derivatives. Derivative transactions are also entered into to hedge against interest rate risk inherent in the banking book (interest rate swaps, FRA, swaptions) and to refinance the gap between foreign currency assets and liabilities (FX swaps and cross currency swaps). In addition to the calculation of sensitivities to individual risk factors, the Bank applies the ‘value at risk’ methodology (‘VaR’) to estimate the market risk of positions held and the maximum losses expected. The Board of Directors establishes a VaR limit as the Bank’s maximum exposure to market risk that may be accepted. Sub-limits placed on sensitivity values and VaR in respect of individual trading desks enable the managing of the overall market risk profile. These limits are approved by the Financial Market and Risk Management Committee, are monitored on a daily basis and exposures are reported. The VaR method is complemented with ‘back testing’ which is designed to review the model for correctness. Back testing involves comparing daily estimates of VaR to the hypothetical results of the portfolio on the assumption that the positions within the portfolio remain unchanged for one trading day. Back testing results have, to date, confirmed the correctness of the setting of the VaR calculation model. 194 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties Foreign Currency Risk Foreign currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. The Bank manages this risk by establishing and monitoring limits on open positions, also including delta equivalents of currency options. In addition to monitoring limits, the Bank uses the ‘value at risk’ concept for measuring its open positions taken in respect of all currency instruments. The Bank monitors special limits for foreign currency option contracts, such as limits for the delta equivalent sensitivity to the exchange rate change in the form of the gamma equivalent, and limits for option contract value sensitivity to the exchange rate volatility in the form of the vega equivalent. In addition, the Bank monitors value sensitivity to the period to maturity (theta) and interest rate sensitivity (rho, phi) which is measured, together with other interest rate instruments, in the form of the PVBP. The Bank’s net open foreign exchange rate position as of 31 December 2005 is shown in Note 42. Interest Rate Risk Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Bank manages its interest rate risk through the monitoring of the repricing dates of the Bank’s assets and liabilities and using models which show the potential impact that changes in interest rates may have on the Bank’s net interest income. Refer to Note 43. In order to measure the interest rate risk exposure within financial markets transactions the Bank uses the ‘PVBP gap’ (Present Value of a Basis Point) defined as a matrix of sensitivity factors to interest rates by currency for individual portfolios of interest rate products. These factors measure the portfolio market value sensitivity with a parallel shift of the yield curve of the relevant currency within the predefined period to maturity. The system of PVBP limits is set in respect of each interest rate product trading portfolio by currency. The limits are compared to the value that represents the greater of the sum of positive PVBP values or the sum of negative PVBP values in absolute terms for each period to maturity. By adopting this approach, the Bank manages not only the risk attached to a parallel shift of the yield curve, but also any possible ‘flip’ of the yield curve. With regard to foreign currency options, the PVBP limits also include the Rho and Phi equivalents. In addition, the Bank monitors other special limits for interest rate option contracts, such as the gamma and vega limits for interest rates and their volatility. For monitoring and managing the banking book interest rate exposures, the Bank uses a simulation model focused on monitoring potential impacts of market interest rate movements on the Bank’s net interest income. Simulations are performed over the period of 36 months. A basic analysis focuses on the sensitivity of the Bank’s net interest income to a one-off change(s) of market interest rates (rate shock). In addition, the Bank undertakes probability modelling of its net interest income (stochastic simulation) and the traditional gap analysis. The analyses noted above are undertaken on a monthly basis and the results are discussed by the Assets and Liabilities Committee (ALCO) which decides whether it is necessary to take measures in response to the Bank’s interest rate risk exposures. Capital Requirement in Respect of Market Risks Since December 2003, the Bank has used its internal model approved by the Czech National Bank in November 2003 to calculate its B capital requirements. The capital requirement in respect of market risks (foreign currency risk, general interest rate risk, general and specific equity risk and risk associated with trading book option contracts) is determined using the Value at Risk method. The model is based upon the calculation of Value at Risk with a 99 percent confidence level and a 10-day holding period using the historical simulation method. Liquidity Risk Liquidity risk is the risk that the Bank will encounter difficulties in raising funds to meet commitments associated with financial instruments. The Bank’s liquidity position is monitored and managed based on expected cash flows and adjusting the structure of interbank deposits and placements accordingly and/or implementing other decisions aimed at adjusting the liquidity position of the Bank, for example, a decision to issue bonds. Refer to Note 45 for an analysis of the Bank’s balance sheet by maturity as of 31 December 2005 and 2004. 195 In addition to the risks noted above, the Bank trades in derivative financial instruments which are discussed in greater detail in Note 41. Operational Risk In accordance with Regulation of the Czech National Bank No. 2 dated 3 February 2004, which sets out requirements in respect of the review of banks’ internal control and management systems including the risk management system, the Bank defines operational risk as the risk of loss arising from the inappropriateness or failure of internal processes, human errors or failures of systems or the risk of loss arising from external events, including loss due to the breach of or failure to fulfil legal regulations. With assistance from Erste Bank Vienna, the Bank put in place a standardised categorisation of operational risks. This classification became a basis of the ‘Book of Risks’, developed in cooperation with the Risk Management and Internal Audit Departments. The Book of Risks is a tool used to achieve unification of risk identification procedures on a group-wide level and unification of risk categorisation in order to ensure consistency of risk monitoring and evaluation. The Bank has cooperated with an external supplier in developing a software application to collect data about operational risk which conforms to the data collection requirements set out in Basel II. The data is not only used with a view to quantifying operational risks and monitoring trends in the development of these risks but also for the purpose of preventing recurrence of operational risks. In addition to monitoring actual occurrence of operational risk, the Bank also pays attention to how the operational risk is perceived by the Bank’s management. This expert risk analysis is assessed twice a year. A tool of importance in mitigating losses arising from operational risks is the Bank’s insurance programme put in place in 2002. This insurance programme involves insurance of property damage as well as risks arising from banking activities and liability risks. Since 2004, the Bank and its subsidiaries have joined the Erste Bank Group insurance programme which expands the Bank’s insurance protection specifically with regard to damage that may materially impact its profit or loss. 41. OFF BALANCE SHEET ITEMS AND DERIVATIVE FINANCIAL INSTRUMENTS In the normal course of business, the Bank becomes a party to various financial transactions that are not reflected on the balance sheet and are referred to as off balance sheet financial instruments. The following represent notional amounts of these off balance sheet financial instruments, unless stated otherwise. (a) Contingent Liabilities Legal Disputes At the balance sheet date the Bank was involved in various claims and legal proceedings of a nature considered normal to its business. The Czech legal environment is still evolving, legal disputes are costly and their outcome unpredictable. Many parts of the legislation remain untested and there is uncertainty about the interpretation that courts may apply in a number of areas. The impact of these uncertainties cannot be quantified and will only be known as the specific legal disputes in which the Bank is named are resolved. The Bank is involved in various claims and legal proceedings of a special nature. The Bank also defends against various legal actions relating to contractual disputes. The Bank does not disclose the details underlying the disputes as the disclosure may have an impact on the outcome of the disputes and may seriously harm the Bank’s interests. Whilst no assurance can be given with respect to the ultimate outcome of any such claim or litigation, the Bank believes that the various asserted claims and litigation in which it is involved will not materially affect its financial position, future operating results or cash flows. 196 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties Assets Pledged Assets are pledged as collateral under repurchase agreements with other banks and customers in the amount of CZK 13,915 million (2004: CZK 10,036 million). Mandatory reserve deposits are also held with the local central bank in accordance with statutory requirements (refer to Note 5). These deposits are not available to finance the Bank’s day to day operations. Commitments from Guarantees and Letters of Credit The primary purpose of these instruments is to ensure that funds are available to the customer as required. Guarantees and standby letters of credit, which represent irrevocable assurances that the Bank will make payments in the event that a customer cannot meet its obligations to third parties, carry the same credit risk as loans. Documentary and commercial letters of credit, which are written undertakings by the Bank on behalf of a customer authorising a third party to draw drafts on the Bank up to a stipulated amount under specific terms and conditions, are collateralised by the underlying shipments of goods to which they relate and therefore carry less risk than a direct borrowing. Commitments to extend credit represent unused portions of authorisations to extend credit in the form of loans, guarantees or letters of credit. With respect to credit risk on commitments to extend credit, the Bank is potentially exposed to a loss in an amount equal to the total unused commitments. However, the likely amount of the loss is less than the total unused commitments since most commitments to extend credit are contingent upon customers maintaining specific credit standards. Guarantees, irrevocable letters of credit and undrawn loan commitments are subject to similar credit risk monitoring and credit policies as utilised in the extension of loans. Management of the Bank believes that the market risk associated with guarantees, irrevocable letters of credit and undrawn loans commitments is minimal. In 2004, the Bank recorded provisions for off balance sheet risks to cover potential losses that may be incurred in connection with these off balance sheet transactions. As of 31 December 2005, the aggregate balance of these provisions was CZK 0 million (2004: CZK 85 million). Refer to Note 24. CZK million 2005 2004 Guarantees and letters of credit 16,737 12,623 Undrawn loan commitments 78,246 64,227 (b) Derivatives The Bank maintains strict control limits on net open derivative positions, ie, the difference between purchase and sale contracts, by both amount and term. At any one time the amount subject to credit risk is limited to the current fair value of instruments that are favourable to the Bank (ie, assets), which in relation to derivatives is only a small fraction of the contract or notional values used to express the volume of instruments outstanding. This credit risk exposure is managed as part of the overall lending limits with customers, together with potential exposures from market movements. Collateral or other security is not usually obtained for credit risk exposures on these instruments, except where the Bank requires deposits from counterparties. All derivatives are stated at fair value on the balance sheet as of 31 December 2005 and 2004 (refer to Notes 12 and 22). (c) Foreign Currency Contracts Foreign currency contracts are agreements to exchange specific amounts of currencies at a specified rate of exchange, at a spot date 197 (settlement occurs two days after the trade date) or at a forward date (settlement occurs more than two days after the trade date). The notional amount of these contracts does not represent the actual market or credit risk associated with these contracts. Foreign currency contracts are used by the Bank for risk management and trading purposes. Notional amounts CZK million 2005 2004 Trading instruments Commitments to purchase 47,285 52,471 Commitments to sell 47,321 52,235 (d) Interest rate swaps Interest rate swap contracts obligate two parties to exchange one or more payments calculated by reference to fixed or periodically reset rates of interest applied to a specific notional principal amount. Notional principal is the amount upon which interest rates are applied to determine the payment streams under interest rate swaps. Such notional principal amounts are often used to express the volume of these transactions but are not actually exchanged between the counterparties. The Bank’s interest rate swaps were principally transacted for propriety trading purposes, to hedge customer-oriented transactions or to hedge against interest rate risk. The Bank has applied hedge accounting in respect of the interest rate exposure arising from its own issue of mortgage bonds. The mortgage bonds issued with a fixed interest rate were linked to a floating market rate through interest rate swaps. At 31 December 2005 CZK million Notional amounts Weighted average interest rate Receive Pay Hedging instruments Residual maturity: – less than 1 year 74 2.14 4.45 – over 5 years 11,560 4,000 3.37 3.21 2.04 1.93 Total 15,634 3.32 2.02 – less than 1 year 160,320 2.63 3.17 – 1 to 5 years 233,751 2.67 2.91 – 1 to 5 years Trading instruments Residual maturity: – over 5 years 137,198 3.19 3.41 Total 531,269 2.79 3.12 198 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties At 31 December 2004 CZK milliont Notional amounts Weighted average interest rate Receive Pay Hedging instruments Residual maturity: – less than 1 year 57 4.45,% 5.12,% – over 5 years 7,760 1,500 2.78,% 2.71,% 3.52,% 6.54,% Total 9,317 2.78,% 4.02,% 3.43,% – 1 to 5 years Trading instruments Residual maturity: – less than 1 year 99,969 3.35,% – 1 to 5 years 245,054 3.62,% 3.18,% – over 5 years 127,335 3.90,% 3.51,% Total 472,358 3.64,% 3.32,% (e) Option Contracts Option contracts represent the formal reservation of the right to buy or sell an asset at the specified quantity, within a given time in the future and at a certain price. The buyer of the option has the right, but not the obligation, to exercise the right to buy or sell an asset and the seller has the obligation to sell or purchase the asset at the specified quantity and at the price defined in the option contract. Notional amounts 2005 2004 CZK million Option contracts sold interest rate 10,344 2,089 foreign currency 30,653 20,746 869 – equity Option contracts purchased interest rate 10,344 213 foreign currency 30,288 19,963 869 – equity (f) Forward Rate Agreements A forward rate agreement is an agreement to settle amounts at a specified future date based on the difference between an interest rate index and an agreed upon fixed rate. Market risk arises from changes in the market value of contractual positions caused by movements in market interest rates. In principle, the Bank limits its exposure to market risk by entering into generally matching or offsetting positions and by establishing and monitoring limits on unmatched positions. Credit risk is managed through approval procedures that establish specific limits for individual counterparties. All of the Bank’s forward rate agreements were entered into for trading purposes. 199 Notional amounts 2005 2004 CZK million Weighted average rate CZK million 187,923 2.57,% 352,330 3.35,% 23,000 2.87,% 22,750 3.79,% 210,923 2.60,% 375,080 3.38,% 187,923 2.53,% 352,330 3.29,% 23,000 2.88,% 22,750 3.97,% 210,923 2.57,% 375,080 3.33,% Weighted average rate Residual maturity: Purchase – less thank 1 year – 1 to 5 years Total Sale – less than 1 year – 1 to 5 years Total (g) Forward Contracts with Securities Forward contracts with securities are agreements to purchase or sell the securities for a specific amount at a future date. The forward contracts with securities are used by the Bank for trading purposes. Notional amounts CZK million 2005 2004 Commitments to purchase 2 400 Commitments to sell 3 400 Contracts with equities (h) Cross Currency Swaps Cross currency swaps are combinations of interest rate swaps and foreign currency contracts. As with interest rate swaps, the Bank agrees to make fixed versus floating interest payments at periodic dates over the life of the instrument. These payments are, however, in different currencies, and are settled on a gross basis. Unlike interest rate swaps, the notional balances of the different currencies are typically exchanged at the beginning and re-exchanged at the end of the contract period. Notional amounts CZK million 2005 2004 Trading instruments Commitments to purchase 97,651 41,865 Commitments to sell 93,709 39,050 (i) Other Derivatives The Bank entered into transactions resulting in the Bank assuming risk on certain underlying debt securities denominated in a foreign currency. As of 31 December 2005, the total notional amount of equity return swaps and credit derivatives was CZK 1,570 million (2004: CZK 400 million) and CZK 638 million (2004: CZK 1,338 million), respectively. 200 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties (j) Futures Futures contracts represent the obligation to sell or purchase a financial instrument in the organised market at a certain price at a certain agreed date in the future. The Bank entered into futures contracts in respect of debt securities and equities for trading purposes. As of 31 December 2005, the total notional amount of the futures transactions was CZK 4,083 million (2004: CZK 846 million). 42. NET FOREIGN EXCHANGE POSITIONS The net foreign exchange positions of the Bank as of 31 December 2005 and 2004 were as follows: At 31 December 2005 CZK million CZK EUR USD GBP SKK Other Total Assets Cash and balances with the CNB Loans and advances to financial institutions Loans and advances to customers Securities at fair value through profit or loss 16,311 764 227 126 114 250 17,792 58,203 16,675 2,213 10 2,255 693 80,049 236,997 15,494 2,097 211 74 341 255,214 13,677 15,556 3,133 – 198 3,631 36,195 Positive fair value of financial derivative transactions 16,618 875 162 – – 104 17,759 8,345 5,137 884 – – – 14,366 84,441 – – – – – 84,441 undertakings 3,152 3,530 – – 69 – 6,751 Other assets 23,378 628 150 6 12 39 24,213 461,122 58,659 8,866 353 2,722 5,058 536,780 Securities available for sale Securities held to maturity Equity investments in subsidiary and associated Liabilities Amounts owed to financial institutions 20,552 484 5,747 – – 1,764 28,547 367,623 12,401 3,580 365 1,119 2,181 387,269 transactions 13,148 1,132 175 – – 103 14,558 Bonds in issue 40,181 556 523 – 10 – 41,270 Other liabilities 22,060 791 271 9 11 52 23,194 463,564 15,364 10,296 374 1,140 4,100 494,838 (2,442) 43,295 (1,430) (21) 1,582 958 41,942 (72,676) (19,373) 918 (41) 1,412 1,561 (88,199) Amounts owed to customers Negative fair value of financial derivative Net foreign exchange position – on balance sheet Net foreign exchange position – off balance sheet The line ‘Loans and advances to customers’ includes amounts due from ČKA and provisions against loans and advances. The line ‘Other assets’ includes other assets, property and equipment and intangible fixed assets. The line ‘Other liabilities’ includes other liabilities, provisions and subordinated debt. 201 At 31 December 2004 CZK million CZK EUR USD GBP SKK Other Total Assets Cash and balances with the CNB 16,325 968 210 90 105 232 17,930 Loans and advances to financial institutions 46,844 9,619 2,874 31 208 1,026 60,602 194,221 10,688 3,180 190 10 565 208,854 11,850 12,097 3,458 389 – 403 28,197 Loans and advances to customers Securities at fair value through profit or loss Positive fair value of financial derivative transactions 14,252 867 156 – – 135 15,410 9,572 5,188 738 130 – – 15,628 98,463 – – – – – 98,463 undertakings 3,370 1,236 – – v – 4,606 Other assets 23,958 536 124 10 2 18 24,648 418,855 41,199 10,740 840 325 2,379 474,338 Securities available for sale Securities held to maturity Equity investments in subsidiary and associated Liabilities Amounts owed to financial institutions 18,533 813 4,288 139 – 1,375 25,148 348,150 9,022 3,863 342 835 655 362,867 transactions 11,027 1,220 195 5 – 120 12,567 Bonds in issue 18,330 1,090 1,279 – – – 20,699 Amounts owed to customers Negative fair value of financial derivative Other liabilities 15,424 430 96 8 1 50 16,009 411,464 12,575 9,721 494 836 2,200 437,290 7,391 28,624 1,019 346 (511) 179 37,048 (72,676) (19,373) 918 (41) 1,412 1,561 (88,199) Net foreign exchange position – on balance sheet Net foreign exchange position – off balance sheet The line ‘Loans and advances to customers’ includes amounts due from ČKA and provisions against loans and advances. The line ‘Other assets’ includes other assets, property and equipment, intangible fixed assets and assets held for sale. The line ‘Other liabilities’ includes other liabilities and provisions. 43. INTEREST RATE RISK (a) Interest rate repricing analysis The following tables present the distribution of assets and liabilities according to the interest rate repricing dates. They include significant financial assets and liabilities in CZK, EUR and USD as of 31 December 2005 and 2004. Variable yield assets and liabilities have been reported according to their next rate repricing date. Fixed income assets and liabilities have been reported according to their remaining maturity. 202 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties At 31 December 2005 CZK million Demand and less than 1 month 1 to 3 months 3 months to 1 year 1 to 5 years Over 5 years Total Selected assets Cash and balances with the CNB 4,604 – – – – 4,604 Loans and advances to financial institutions 57,726 6,740 12,625 – – 77,091 Loans and advances to customers 74,676 35,666 46,839 85,412 11,995 254,588 10,349 Securities at fair value through profit or loss 1,833 624 490 3,574 3,828 Securities available for sale 1,574 2,812 1,102 8,836 – 14,324 Securities held to maturity 5,041 11,950 6,369 31,606 29,476 84,442 145,454 57,792 67,425 129,428 45,299 445,398 Selected liabilities Amounts owed to financial institutions 22,688 3,746 45 304 – 26,783 Amounts owed to customers 78,556 70,037 85,726 149,284 – 383,603 Bonds in issue 14,696 3,385 600 16,597 5,982 41,260 115,940 77,168 86,371 166,185 5,982 451,646 Current gap 29,514 (19,376) (18,946) (36,757) 39,317 (6,248) Cumulative gap 29,514 10,138 (8,808) (45,565) (6,248) Demand and less than 1 month 1 to 3 months 3 months to 1 year 1 to 5 years Over 5 years At 31 December 2004 CZK million Total Selected assets Cash and balances with the CNB 4,236 – – – – 4,236 Loans and advances to financial institutions 47,164 4,471 7,609 93 – 59,337 Loans and advances to customers 49,318 45,945 37,133 72,690 8,581 213,667 Securities at fair value through profit or loss 22,435 13,785 871 1,564 2,738 3,477 Securities available for sale 1,545 1,550 – 3,051 9,313 15,459 Securities held to maturity 3,065 16,996 19,914 26,969 31,519 98,463 119,113 69,833 66,220 105,541 52,890 413,597 Selected liabilities Amounts owed to financial institutions 20,430 1,901 1,147 155 – 23,633 Amounts owed to customers 80,330 66,561 79,071 135,073 – 361,035 Bonds in issue 7,700 1,596 860 10,494 50 20,700 108,460 70,058 81,078 145,722 50 405,368 8,229 Current gap 10,653 (225) (14,858) (40,181) 52,840 Cumulative gap 10,653 10,428 (4,430) (44,611) 8,229 The line ‘Loans and advances to customers’ includes amounts due from ČKA. 203 In addition, the Bank enters into interest rate swaps to manage its interest rate risk exposure. (b) Effective yield information The effective yields of significant financial assets and liabilities by major currencies of the banking segment as of 31 December 2005 and 2004 are as follows: At 31 December 2005 Weighted average interest rate Weighted average interest rate Weighted average interest rate Weighted average interest rate CZK EUR USD TOTAL Selected assets Cash and balances with the CNB 2.00,% – – 1.99,% Loans and advances to financial institutions 2.13,% 2.46,% 4.70,% 2.27,% Loans and advances to customers 5.83,% 4.19,% 5.53,% 5.73,% Securities at fair value through profit or loss 1.96,% 4.11,% 5.25,% 4.10,% Securities available for sale 2.82% 2.77% 4.41% 2.90% Securities held to maturity 4.28,% – – 4.28,% 1.96,% 2.85,% 4.41,% 2.50,% Amounts owed to customers 0.64,% 0.83,% 1.66,% 0.66,% Bonds in issue 2.52,% 2.19,% 4.02,% 2.53,% Weighted average interest rate Weighted average interest rate Weighted average interest rate Weighted average interest rate CZK EUR USD TOTAL Selected liabilities Amounts owed to financial institutions At 31 December 2004 Selected assets Cash and balances with the CNB 0.71,% – – 0.71,% Loans and advances to financial institutions 2.65,% 2.23,% 1.84,% 2.59,% Loans and advances to customers 6.22,% 4.01,% 4.89,% 6.08,% Securities at fair value through profit or loss 2.40,% 3.23,% 2.77,% 2.68,% Securities available for sale 5.86,% 2.60,% 2.36,% 4.62,% Securities held to maturity 4.83,% – – 4.83,% 2.39,% 2.80,% 2.33,% 2.52,% Selected liabilities Amounts owed to financial institutions Amounts owed to customers 0.84,% 0.86,% 0.70,% 0.84,% Bonds in issue 2.80,% 2.06,% 2.18,% 2.73,% 204 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties The line ‘Loans and advances to customers’ includes amounts due from ČKA. 44. CONCENTRATIONS OF CREDIT RISK The following table presents the distribution of the Bank’s credit exposure by industry sector for loans and advances to customers and financial institutions and debt securities: CZK million 2005 2004 Financial institutions 161,840 35,% 130,719 32,% Individuals 104,659 22,% 72,422 18,% 21,166 5,% 17,486 4,% 4,140 1,% 4,814 1,% State institutions including ČKA 81,755 17,% 107,873 26,% Public sector 13,109 3,% 11,074 3,% Construction 4,256 1,% 3,059 1,% Hotels, public catering 2,009 – 1,569 – 28,770 6,% 23,721 6,% Other 46,294 10,% 39,574 10,% Total 467,998 Trading Energy sector Processing industry 412,311 For an analysis of the Bank’s assets and liabilities by geographical concentration refer to Note 47b. 205 45. MATURITY ANALYSIS The table below analyses assets and liabilities of the Bank into relevant maturity groupings as of 31 December 2005, based on the remaining period at the balance sheet date to the contractual maturity date. CZK million Demand and less than 1 month 1 to 3 months 3 months to 1 year 1 to 5 years Over 5 years Not specified Total Assets Cash and balances with the CNB 13,908 – – – – 3,884 17,792 Loans and advances to financial institutions 59,027 3,541 12,782 4,699 – – 80,049 Loans and advances to customers 12,783 10,946 67,483 99,862 56,712 7,428 255,214 61 662 1,269 14,789 12,144 7,270 36,195 Securities at fair value through profit or loss Positive fair value of financial derivative transactions – – – – – 17,759 17,759 Securities available for sale – 172 1,181 9,998 2,972 43 14,366 475 301 4,980 48,855 29,830 – 84,441 Securities held to maturity Equity investments in subsidiary and associated undertakings – – – – – 6,751 6,751 Other assets 1,782 1,113 1,614 36 3 19,665 24,213 88,036 16,735 89,309 178,239 101,661 62,800 536,780 Total Liabilities Amounts owed to financial institutions 24,259 738 45 497 3,008 – 28,547 304,558 18,777 21,693 42,240 1 – 387,269 14,655 – 600 15,772 10,243 – 41,270 transactions – – – – – 14,558 14,558 Subordinated debt – – – – 2,998 – 2,998 3,565 776 2,426 2,697 2,374 8,358 20,196 Amounts owed to customers Bonds in issue Negative fair value of financial derivative Other liabilities Total 347,037 20,291 24,764 61,206 18,624 22,916 494,838 Current gap (259,001) (3,556) 64,545 117,033 83,037 39,884 41,942 Cumulative gap (259,001) (262,557) (198,012) (80,979) 2,058 41,942 The line ‘Loans and advances to customers’ includes amounts due from ČKA and provisions against loans and advances. The line ‘Other assets’ includes other assets, property and equipment, intangible fixed assets and assets held for sale. The line ‘Other liabilities’ includes other liabilities and provisions. 206 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties The table below analyses assets and liabilities of the Bank as of 31 December 2004 according to the remaining period: CZK million Demand and less than 1 month 1 to 3 months 3 months to 1 year 1 to 5 years Over 5 years Not specified Total Assets Cash and balances with the CNB 13,968 – – – – 3,962 17,930 Loans and advances to financial institutions 37,023 13,538 7,215 2,826 – – 60,602 1,807 22,663 57,963 91,247 40,752 (5,578) 208,854 499 1,685 2,422 10,816 7,804 4,971 28,197 Loans and advances to customers Securities at fair value through profit or loss Positive fair value of financial derivative transactions – – – – – 15,410 15,410 Securities available for sale – 128 130 13,080 1,570 720 15,628 Securities held to maturity – 9,498 17,808 39,440 31,717 – 98,463 Equity investments in subsidiary and associated undertakings – – – – – 4,606 4,606 Other assets 4,470 136 – – – 20,042 24,648 57,767 47,648 85,538 157,409 81,843 44,133 474,338 Total Liabilities Amounts owed to financial institutions 11,968 9,932 1,114 772 1,362 – 25,148 247,673 46,747 23,269 45,175 3 – 362,867 – – – – – 12,567 12,567 Bonds in issue 6,618 1,018 968 10,520 1,575 – 20,699 Other liabilities 2,296 92 40 3,682 1,704 8,195 16,009 268,555 57,789 25,391 60,149 4,644 20,762 437,290 37,048 Amounts owed to customers Negative fair value of financial derivative transactions Total Current gap (210,788) (10,141) 60,147 97,260 77,199 23,371 Cumulative gap (210,788) (220,929) (160,782) (63,522) 13,677 37,048 The line ‘Loans and advances to customers’ includes amounts due from ČKA and provisions against loans and advances. The line ‘Other assets’ includes other assets, property and equipment and intangible fixed assets. The line ‘Other liabilities’ includes other liabilities and provisions. 46. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value estimates are made based on relevant market data and information about the financial instruments. Because no readily available market prices exist for a significant portion of the Bank’s financial instruments, fair value estimates for these instruments are based on judgements regarding current economic conditions, currency and interest rate characteristics and other factors. Many of these estimates involve uncertainties and matters of significant judgement and cannot be determined with precision. Therefore, the calculated fair value estimates cannot always be substantiated by comparison to market values and, in many cases, may not be realised in the current sale of the financial instrument. Changes in underlying assumptions could significantly affect the estimates. 207 The following table summarises the carrying values and fair values of those financial assets and liabilities not presented on the balance sheet at their fair value. CZK million 2005 Carrying value Estimated fair value 2004 Carrying value Estimated fair value Financial assets Loans and advances to financial institutions Loans and advances to customers including ČKA Securities held to maturity 80,049 80,043 60,602 60,671 255,214 256,742 208,854 210,870 84,441 88,460 98,463 101,937 Financial liabilities Amounts owed to financial institutions Amounts owed to customers Bonds in issue 28,547 28,527 25,148 25,129 387,269 387,173 362,867 362,770 41,270 41,385 20,699 20,764 Loans and advances to financial institutions The fair value of current accounts is deemed to approximate their carrying amount. Given that term receivables generally reprice at relatively short time periods, it is justifiable to regard their carrying amount as the estimated fair value. Loans and advances to customers Loans and advances to customers are carried net of provisions. The fair value is estimated as the present value of discounted future cash flows and the applied discount factor is equal to the interest rates currently offered by the Bank. Securities held to maturity The fair value of securities held to maturity is based on market prices or price quotations obtained from brokers or dealers. If this information is not available, the fair value is estimated using quoted market values for securities with similar credit risk characteristics, maturity or yield rate or, as and when appropriate, according to the recoverability of the net asset value of these securities. Amounts owed to financial institutions and customers The estimated fair value of amounts owed to financial institutions and customers with no stated maturity which include no-interest earning deposits, is equal to the amount payable on demand. The fair value of fixed income deposits and other liabilities with no stated market value is estimated as the present value of discounted future cash flows and the applied discount factor is equal to the interest rates currently offered on the market for deposits with similar maturities. The fair value of products with no contractually stated maturity (such as sight deposits, passbooks, overdraft facilities, construction savings deposits) is considered equal to their carrying value. 208 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties Bonds in issue The aggregated fair value is based on quoted market prices. The fair value of securities where no market price is available is estimated as the present value of discounted future cash flows and the applied discount factor is equal to the interest rates currently offered on the market for deposits with similar remaining maturities. 47. SEGMENT REPORTING (a) Industry segments For management purposes, the Bank is organised into the following major operating divisions: • Retail banking (accepting deposits from the public, providing loans to retail clients, services related to credit and debit cards); • Commercial banking (providing loans to corporate clients and municipalities, issuance of guarantees, opening of letters of credit); • Investment banking (securities investments, proprietary trading and trading on behalf of the client with securities, foreign exchange assets, entering into futures and options including foreign currency and interest rate transactions, financial brokerage, custodian services, participation in issuance of stock, management, safe-keeping and administration of securities or other assets); and • Other operations. 2005 CZK million Banking Other Retail Commercial Investment activities 19,789 3,221 2,938 3,247 7,153 2,196 2,262 3,577 Total Revenue Total segment revenue 29,195 Profit Segment profit Unallocated costs 15,188 (2,819) Profit before tax 12,369 Income tax (2,609) Total profit 9,760 Other information Asset acquisition 1,100 167 82 2,572 3,921 Write-offs and depreciation 1,853 40 72 1,284 3,249 72 72 14,732 536,531 Impairment losses Balance sheet Assets Segment assets 153,847 107,100 260,852 Unallocated assets 249 Total assets 536,780 Liabilities Segment liabilities Unallocated liabilities Total liabilities 330,433 37,449 119,820 487,702 7,136 494,838 209 2004 CZK million Banking Other Retail Commercial Investment activities Total 18,575 2,792 2,484 2,643 26,494 6,382 1,479 1,808 2,119 11,788 Revenue Total segment revenue Profit Segment profit Unallocated costs (2,211) Profit before tax 9,577 Income tax (2,800) Total profit 6,777 Other information Asset acquisition 1,449 34 21 2,524 4,029 Write-offs and depreciation 1,809 25 59 1,149 3,042 (534) (534) 12,469 473,189 Reversal of impairment losses Balance sheet Assets Segment assets 119,557 86,077 255,086 Unallocated assets 1,149 Total assets 474,338 Liabilities Segment liabilities Unallocated liabilities Total liabilities 319,871 32,323 77,920 430,114 7,176 437,290 Total income is composed of ‘Net interest income’, ‘Net fee and commission income’, ‘Net profit on financial operations’, ‘Total other operating income’ and ‘Income from the revaluation/sale of securities, derivatives and equity investments’ (refer to Note 37). 210 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties (b) Geographical segments The Bank operates predominantly within the Czech Republic and has no significant cross border operations. The geographical concentration of assets and liabilities as of 31 December 2005 was as follows: CZK million Czech Republic EU countries Other European countries Other Total Assets Cash and balances with the CNB 16,313 1,054 163 262 17,792 Loans and advances to financial institutions 52,657 22,720 3,709 963 80,049 250,440 2,867 1,018 889 255,214 15,318 17,608 716 2,553 36,195 transactions 2,538 15,029 2 190 17,759 Securities available for sale 8,345 5,279 496 246 14,366 52,885 25,756 3,801 1,999 84,441 undertakings 3,152 3,599 – – 6,751 Other assets 23,231 849 71 62 24,213 Total assets 424,879 94,761 9,976 7,164 536,780 Loans and advances to customers Securities at fair value through profit or loss Positive fair value of financial derivative Securities held to maturity Equity investments in subsidiary and associated Liabilities Amounts owed to financial institutions Amounts owed to customers 22,279 6,207 56 5 28,547 385,689 1,522 15 43 387,269 Negative fair value of financial derivative transactions 2,431 11,694 15 418 14,558 Bonds in issue 41,015 33 3 219 41,270 Subordinated debt 2,699 299 – – 2,998 19,510 656 – 30 20,196 Other liabilities Total liabilities 473,623 20,411 89 715 494,838 Net position (48,744) 74,350 9,887 6,449 41,942 The line ‘Loans and advances to customers’ includes amounts due from ČKA and provisions against loans and advances. The line ‘Other assets’ includes other assets, property and equipment, intangible fixed assets and assets held for sale. The line ‘Other liabilities’ includes other liabilities and provisions. 211 The geographical concentration of assets and liabilities as of 31 December 2004 was as follows: CZK million Czech Republic EU countries Other European countries Other Total Assets Cash and balances with the CNB 16,325 1,077 286 242 17,930 Loans and advances to financial institutions 46,324 9,069 4,534 675 60,602 204,668 1,229 2,092 865 208,854 10,878 11,699 2,467 3,153 28,197 9,573 5,318 385 352 15,628 64,218 28,383 3,302 2,560 98,463 3,370 1,236 – – 4,606 Loans and advances to customers Securities at fair value through profit or loss Securities available for sale Securities held to maturity Equity investments in subsidiary and associated undertakings Positive fair value of financial derivative transactions 2,634 12,557 3 216 15,410 Other assets 23,463 966 147 72 24,648 Total assets 381,453 71,534 13,216 8,135 474,338 Liabilities Amounts owed to financial institutions Amounts owed to customers Bonds in issue 18,186 6,074 660 228 25,148 359,763 20,578 747 121 2,008 – 349 – 362,867 20,699 1,915 10,082 30 540 12,567 15,914 71 13 11 16,009 Negative fair value of financial derivative transactions Other liabilities Total liabilities 416,356 17,095 2,711 1,128 437,290 Net position (34,903) 54,439 10,505 7,007 37,048 The line ‘Loans and advances to customers’ includes amounts due from ČKA and provisions against loans and advances. The line ‘Other assets’ includes other assets, property and equipment and intangible fixed assets. The line ‘Other liabilities’ includes other liabilities and provisions. 48. ASSETS UNDER ADMINISTRATION The Bank provides custody, trustee, investment management and advisory services to third parties which involve the Bank making purchase and sale decisions in relation to a wide range of financial instruments. Those assets that are held in a fiduciary capacity are not included in these financial statements. 212 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties The Bank administered CZK 124,056 million (2004: CZK 89,005 million) of assets as of 31 December 2005 representing certificate securities and other assets received from customers into its custody for administration and safe-keeping split as follows: CZK million Customer securities in custody Other assets in custody Customer securities under administration Customer securities for safe-keeping Assets received for management Total 2005 2004 16,342 10,041 – 6,486 85,757 52,874 2 – 21,955 19,604 124,056 89,005 In addition to customer assets arising from the provision of investment services (refer to Note 50), the total balance includes bills of exchange and other securities collateralising loans and other assets that do not relate to the provision of investment services. The Bank also acts as a depositary for several mutual, investment and pension funds, whose assets amounted to CZK 90,376 million as of 31 December 2005 (2004: CZK 74,674 million). 49. RELATED PARTY TRANSACTIONS Related parties involve connected entities or parties that have a special relation to the Bank. Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions. The Bank is controlled by Erste Bank der österreichischen Sparkassen AG. The parties that have a special relation to the Bank are considered to be members of the Bank’s statutory and supervisory bodies and management, legal entities exercising control over the Bank (including entities with a qualified interest in these entities and management of these entities), persons closely related to the members of the Bank’s statutory and supervisory bodies, management, and entities exercising control over the Bank, legal entities in which any of the parties listed above holds a qualified interest, entities with a qualified interest in the Bank and any other legal entity under their control, members of the Czech National Bank’s Banking Board, and legal entities which the Bank controls. Pursuant to the definitions outlined above, the category of the Bank’s related parties principally comprises its subsidiary and associated undertakings, members of its Board of Directors and Supervisory Board, and other entities, namely Erste Bank and its subsidiary and associated undertakings. 213 The Bank has the following amounts due from/to related parties as of 31 December 2005 and 2004: 2005 Parent bank Subsidiaries Associates CZK million Members of the Board of Directors and Supervisory Board Other related parties Assets Loans and advances to financial institutions Loans and advances to customers Securities held to maturity 2,589 – – – 2,708 – 6,483 20 16 1,004 628 – – – – 30 Positive fair value of financial derivative transactions 7,607 – – – Other assets 21 236 20 – 12 Total assets 10,845 6,719 40 16 3,754 Liabilities Amounts owed to financial institutions 2,313 19 – – 464 Amounts owed to customers – 2,588 12 6 351 Bonds in issue – 2,008 – – – Negative fair value of financial derivative transactions 4,909 – – – 10 Other liabilities 13 104 25 – 172 Total liabilities 7,235 4,719 37 6 997 Off balance sheet Undrawn loans 200 675 80 – 1,400 Issued guarantees 194 3,246 1 – – 190,830 201 – – 4,908 98 Notional value of the underlying asset of derivatives Income Interest income 463 137 – – Dividends received – 1,628 4 – – Fee and commission income 8 1,139 – – 53 55 Net profit on financial operations Other operating income Total income 1,603 – – – 1 74 – – 1 2,075 2,978 4 – 207 357 88 – – 76 1 35 – – 4 12 225 71 – 181 Expenses Interest expense Fee and commission expense General administrative expenses Other operating expenses 118 – – – – Total expenses 488 348 71 – 261 214 Unconsolidated Statements of Cash Flows for the Years Ended 31 December 2005 and 2004 Notes to the Unconsolidated Financial Statements Report on Relations between Related Parties 2004 CZK million Parent bank Subsidiaries Associates Members of the Board of Directors and Supervisory Board – Other related parties Assets Loans and advances to financial institutions Loans and advances to customers Securities held to maturity 1,210 – – – 374 152 717 5,623 – – – – 5,760 – – – 18 94 146 – – 2 12,687 520 152 – 1,029 292 Positive fair value of financial derivative transactions Other assets Total assets Liabilities Amounts owed to financial institutions 3,583 209 – – 256 Amounts owed to customers – 1,658 – 2 368 Bonds in issue – 1,050 294 – – Negative fair value of financial derivative transactions Other liabilities Total liabilities 4,608 – – – 41 34 46 – – 155 8,225 2,963 294 2 820 Off balance sheet Undrawn loans 200 515 – – 1,730 Issued guarantees 126 2,326 3 – – 195,499 175 – – 3,771 80 Notional value of the underlying asset of derivatives Income Interest income 32 31 15 – Dividends received – 165 7 – – Fee and commission income 1 628 – – 21 850 (3) 15 – 27 3 74 – – – 886 895 37 – 128 254 57 7 – 129 – – – – 1 46 187 – – 201 300 244 7 – 331 Net profit on financial operations Other operating income Total income Expenses Interest expense Fee and commission expense General administrative expenses Other operating expenses Subsidiaries include both direct and indirect investments with controlling influence, associates include both direct and indirect investments with significant influence. 215 (a) Members of the Board of Directors and Supervisory Board Loans and advances granted to members of the Board of Directors and Supervisory Board amounted to CZK 16 million (in nominal values) as of 31 December 2005 (2004: CZK 4 million). Members of the Board of Directors and Supervisory Board held no shares of the Bank. Under the Employee Stock Option Plan (refer to Note 36), members of the Board of Directors subscribed for 4,200 shares (2004: 11,700 shares) of the parent company, Erste Bank. Under the Management Stock Option Plan (refer to Note 36), members of the Board of Directors hold 152,000 options (2004: 128,000 options) for subscription of shares of the parent company, Erste Bank. (b) Related parties A number of banking transactions are entered into with related parties in the normal course of business. These principally include loans, deposits and other transactions. These transactions were carried out on an arm’s length basis. 50. PAYABLES TO CLIENTS ARISING FROM THE PROVISION OF INVESTMENT SERVICES Investment services involve receiving and providing instructions related to investment instruments, performing instructions relating to investment instruments to a third party account, proprietary trading with investment instruments, management of customer assets under a contractual arrangement with the client if these assets include an investment instrument, and investment instruments underwriting or placement. Additional investment services involve administration and custody of investment instruments, issuing loans to the client for the purpose of trading with investment instruments if the issuer of the loan takes part in the transaction, advisory services relating to capital structuring, industrial strategy, investments in investment instruments, provision of advice and services related to mergers and acquisitions, implementation of foreign exchange transactions relating to the provision of investment services, services related to the underwriting of investment instrument issues and rent of safe-deposit boxes. In connection with the provision of these services, the Bank received cash and investment instruments from clients or obtained cash or investment instruments for its clients (‘customer assets’) in exchange for these values, which amounted to CZK 85,611 million as of 31 December 2005 (2004: CZK 74,317 million). 51. DIVIDENDS Management of the Bank has proposed that total dividends of CZK 4,560 million be declared in respect of the profit for the year ended 31 December 2005, which represents CZK 30 per both ordinary and priority share (2004: CZK 4,560 million, that is, CZK 30 per both ordinary and priority share). The declaration of dividends is subject to the approval of the Annual General Meeting. Dividends paid to shareholders are subject to a withholding tax of 15 percent or a percentage set out in the relevant double tax treaty. Dividends paid to shareholders that are tax residents of an EU member country and whose interest in a subsidiary’s share capital is no less than 25 percent and that hold the entity’s shares for at least two years are not subject to a withholding tax. 52. POST BALANCE SHEET EVENTS No significant events that would have a material impact on the financial statements for the year ended 31 December 2005 occurred subsequent to the balance sheet date. 216 Financial Section 2 Report on Relations Between Related Parties Česká spořitelna’s Financial Group Report on Relations between Related Parties UNDER SECTION 66A (9) OF COMMERCIAL CODE 513/1991 COLL. FOR THE YEAR ENDED 31 DECEMBER 2005 Česká spořitelna, a. s., having its registered office address at Olbrachtova 1929/62, 140 00 Prague 4, Corporate ID: 45244782, incorporated in the Register of Companies, Section B, File 1171, maintained at the Municipal Court in Prague (hereinafter “Česká spořitelna” or the “Company”), is part of a business group (holding company) in which the following relations between Česká spořitelna and controlling entities and further between Česká spořitelna and entities controlled by the same controlling entities (hereinafter the “related entities”) exist. This report on relations between the entities stated below was prepared in accordance with Section 66a (9) of Commercial Code 513/1991 Coll., as amended, for the year ended 31 December 2005 (hereinafter the “accounting period”). In the accounting period, Česká spořitelna and the below mentioned entities entered into the contracts stated below and adopted or effected the following legal acts and other factual measures. The Report on Relations for the year ended 31 December 2005 reports on material transactions and arrangements between the related entities. Immaterial transactions and arrangements under which Česká spořitelna received or provided financial payments of less than CZK 5 million under non-banking transactions with related entities and which triggered no detriment are not stated in this report. 217 A. CHART OF ENTITIES WHOSE RELATIONS ARE DESCRIBED (The Erste Bank Group) The Česká spořitelna Group Die Erste Spar-Casse Die Erste Spar-Casse Erste Bank Erste Bank Česká spořitelna Allgemeine Sparkasse Česká spořitelna Alpha Immorent Areal CZ brokerjet ČS B. und S. Waldviertel Mitte Beta Immorent CEE Property Development BGA Czech BMG Consulting ČS Centrum Radlická City Property CS Property Investment CPDP Delta Immorent Czech and Slovak Property Dornbirner Sparkasse ecetra CE Finance Erste Corporate Eltima Property Epsilon Immorent Factoring ČS EB Befektetesi Erste Bank Hungary Informatika ČS Erste Financial Erste Reinsurance Investiční společnost ČS Erste Sec Polska Erste-Sparinvest Leasing ČS Erste & Steiermärkische Euro Projekt Factoring SlSp Gallery Myšák Penzijní fond ČS Immokor Immorent Brno Pojišťovna ČS Immorent ČR Immorent Chomutov Realitní společnost ČS Immorent Investment Immorent Kladno s Autoleasing Immorent Komunální leasing Immorent Prostějov Servis 1 Immorent Rho Inprox F-M Stavební spořitelna ČS Iota Immorent Lambda Immorent Leasing Property Logcap ČR Malá Štěpánská Milou OCI Omega Immorent Palác Karlín Pankrácká obchodní Proxima Immorent Realia Consult Rega Property S-Morava leasing Salzburger Sparkasse Slovenská sporiteľňa Smíchov Real Spardat Sparkasse Bregenz Sparkasse Mühlviertel–West SporDat Theta Immorent Tiroler Sparkasse U Glaubiců Vila Property Vltava Property Weinviertler Sparkasse Zeta Immorent 218 Corfina Trade Financial Section 2 Report on Relations Between Related Parties Česká spořitelna’s Financial Group C. CONTROLLING ENTITIES • Die Erste oesterreichische Spar-Casse Privatstiftung, Am Graben 21, Vienna, Austria (“Die Erste Spar-Casse“) Relation to the Company: indirectly controlling entity • Erste Bank der oesterreichischen Sparkassen AG, Am Graben 21, Vienna, Austria (“Erste Bank“) Relation to the Company: directly controlling entity D. OTHER RELATED ENTITIES OTHER RELATED ENTITIES, The Erste Bank Group • Allgemeine Sparkasse Oberösterreich Bankaktiengesellschaft, Promenade 11, Linz, Austria (“Allgemaine Sparkasse“) Relation to the Company: related entity • Alpha Immorent s. r. o., Národní 973/41, Prague 1, Czech Republic (“Alpha Immorent“) Relation to the Company: related entity • Areal CZ spol. s r.o., Národní 973/41, Prague 1, Czech Republic (“Areal CZ“) Relation to the Company: related entity • Bank und Sparkassen Aktiengesellschaft Waldviertel Mitte, Hauptplatz 3, Zwettl, Austria (“B. und S. Waldviertel Mitte“) Relation to the Company: related entity • CPDP 2003 s. r. o., Vodičkova 710/31, Prague 1, Czech Republic (“CPDP“) Relation to the Company: related entity • Delta Immorent s. r. o., Národní 973/41, Prague 1, Czech Republic (“Delta Immorent“) Relation to the Company: related entity • Dornbirner Sparkasse Bank Aktiengesellschaft, Bahnhofstrasse 2, Dornbirn, Austria (“Dornbirner Sparkasse“) Relation to the Company: related entity • ecetra Central European e– Finance AG, Neutorgasse 2, Vienna, Austria (“ecetra CE Finance“) Relation to the Company: related entity • Eltima Property Company s. r. o., Václavské náměstí 22/782, Prague 1, Czech Republic (“Eltima Property“) Relation to the Company: related entity • Epsilon Immorent s. r. o., Národní 973/41, Prague 1, Czech Republic (“Epsilon Immorent“) Relation to the Company: related entity • Erste Bank Befektetesi Alapkezelö Rt, Madách Imre ut. 13, Budapest, Hungary (“EB Befektetesi“) Relation to the Company: related entity • Erste Bank Hungary Rt, Hold utca 16, Budapest, Hungary (“Erste Bank Hungary“) Relation to the Company: related entity • Beta Immorent s. r. o., Národní 973/41, Prague 1, Czech Republic (“Beta Immorent“) Relation to the Company: related entity • Erste Financial Products Ltd, 68 Cornhill, London, United Kingdom (“Erste Financial“) Relation to the Company: related entity • BGA Czech s. r. o., Karlovo nám. 10, Prague 2, Czech Republic (“BGA Czech“) Relation to the Company: related entity • Erste Reinsurance S.A., 45 rue des Scillas, Howald, Luxembourg (“Erste Reinsurance“) Relation to the Company: related entity • BMG- Warenbeschaffungsmanagement GmbH, Grimmelshausengasse 1, Vienna, Austria (“BMG“) Relation to the Company: related entity • Erste Securities Polska S.A., ul. Królewska 16, Warsaw, Poland (“Erste Sec Polska“) Relation to the Company: related entity • Centrum Radlická, a. s., Kubánské nám. 11/1391, Prague 10, Czech Republic (“Centrum Radlická“) Relation to the Company: related entity • Erste-Sparinvest Kapitalanlagegesellschaft m.b.H., Habsburgergasse 1, Vienna, Austria (“Erste-Sparinvest“) Relation to the Company: related entity • City Property s. r. o., Národní 973/41, Prague 1, Czech Republic (“City Property“) Relation to the Company: related entity • Erste & Steiermärkische banka d.d., Rijeka, Varsavska 3-5, Zagreb, Croatia (“Erste & Steiermarkische“) Relation to the Company: related entity 219 • Europäische Projektentwicklung a. s., Klatovská 6, Plzeň, Czech Republic (“Euro Projekt“) Relation to the Company: related entity • Iota Immorent s. r. o., Národní 973/41, Prague 1, Czech Republic (“Iota Immorent“) Relation to the Company: related entity • Factoring Slovenskej sporiteľni a. s., Priemyselná 1, Bratislava, Slovakia (“Factoring SlSp“) Relation to the Company: related entity • Lambda Immorent s. r. o., Národní 973/41, Prague 1, Czech Republic (“Lambda Immorent“) Relation to the Company: related entity • Gallery Myšák a. s., Vodičkova 710/31, Prague 1, Czech Republic (“Gallery Myšák“) Relation to the Company: related entity • Leasing Property s. r. o., Národní 973/41, Prague 1, Czech Republic (“Leasing Property“) Relation to the Company: related entity • Immokor d.o.o., Zelinska 3, Zagreb, Croatia (“Immokor“) Relation to the Company: related entity • Logcap ČR s. r. o., Národní 973/41, Prague 1, Czech Republic (“Logcap ČR“) Relation to the Company: related entity • Immorent Brno Heršpická, s. r. o., Národní 973/41, Prague 1, Czech Republic (“Immorent Brno“) Relation to the Company: related entity • Immorent ČR, s. r. o., Národní 973/41, Prague 1, Czech Republic (“Immorent ČR“) Relation to the Company: related entity • Immorent Chomutov, s. r. o., Národní 973/41, Prague 1, Czech Republic (“Immorent Chomutov“) Relation to the Company: related entity • Immorent Investment s. r. o., Národní 973/41, Prague 1, Czech Republic (“Immorent Investment“) Relation to the Company: related entity • Immorent Kladno, s. r. o., Národní 973/41, Prague 1, Czech Republic (“Immorent Kladno“) Relation to the Company: related entity • Immorent Komunální leasing s. r. o., Národní 973/41, Prague 1, Czech Republic (“Immorent Komunální leasing“) Relation to the Company: related entity • Immorent Prostějov, s. r. o., Národní 973/41, Prague 1, Czech Republic (“Immorent Prostějov“) Relation to the Company: related entity • Immorent Rho, s. r. o., Národní 973/41, Prague 1, Czech Republic (“Immorent Rho“) Relation to the Company: related entity • Inprox Frýdek – Místek s. r. o., Národní 973/41, Prague 1, Czech Republic (“Inprox F-M“) Relation to the Company: related entity 220 • Malá Štěpánská 17 s. r. o., Národní 973/41, Prague 1, Czech Republic (“Malá Štěpánská“) Relation to the Company: related entity • Milou s. r. o., Národní 973/41, Prague 1, Czech Republic (“Milou“) Relation to the Company: related entity • ÖCI – Unternehmensbeteiligungs-gesellschaft.m.b.H., Am Graben 21, Vienna, Austria (“OCI“) Relation to the Company: related entity • Omega Immorent s. r. o., Národní 973/41, Prague 1, Czech Republic (“Omega Immorent“) Relation to the Company: related entity • Palác Karlín s. r. o., Národní 973/41, Prague 1, Czech Republic (“Palác Karlín“) Relation to the Company: related entity • Pankrácká obchodní, a. s., Na Pankráci 14, Prague 4, Czech Republic (“Pankrácká obchodní“) Relation to the Company: related entity • Proxima Immorent, s. r. o., Národní 973/41, Prague 1, Czech Republic (“Proxima Immorent“) Relation to the Company: related entity • Realia Consult Praha s. r. o., Národní 973/41, Prague 1, Czech Republic (“Realia Consult“) Relation to the Company: related entity • Rega Property Invest s. r. o., Národní 973/41, Prague 1, Czech Republic (“Rega Property“) Relation to the Company: related entity Financial Section 2 Report on Relations Between Related Parties Česká spořitelna’s Financial Group • S – Morava leasing, a. s., Horní náměstí 18, Znojmo, Czech Republic (“S – Morava leasing“) Relation to the Company: related entity • Vltava Property s. r. o., Národní 973/41, Prague 1, Czech Republic (“Vltava Property“) Relation to the Company: related entity • Salzburger Sparkasse Bank AG, Alter Markt 3, Salzburg, Austria (“Salzburger Sparkasse“) Relation to the Company: related entity • Weinviertler Sparkasse AG, Hauptplatz 10, Hollabrunn, Austria (“Weinviertler Sparkasse“) Relation to the Company: related entity • Slovenská sporiteľňa, a. s., Suché myto 4, Bratislava, Slovakia (“Slovenská sporiteľňa“) Relation to the Company: related entity • Zeta Immorent s. r. o., Národní 973/41, Prague 1, Czech Republic (“Zeta Immorent“) Relation to the Company: related entity • Smíchov Real Estate s. r. o., Karlovo nám. 10/2097, Prague 2, Czech Republic (“Smíchov Real“) Relation to the Company: related entity OTHER RELATED ENTITIES, The Česká spořitelna Group • Spardat Sparkassen – Datendiest Gesellschaft m.b.h., Geiselbergstrasse 21-25, Vienna, Austria (“Spardat“) Relation to the Company: related entity • Sparkasse Bregenz Bank AG, Rathausstrasse 29, Bregenz, Austria (“Sparkasse Bregenz“) Relation to the Company: related entity • Sparkasse Mühlviertel – West Bank Aktiengesellschaft, Stadtplatz 24, Rohrbach, Austria (“Sparkasse Mühlviertel–West“) Relation to the Company: related entity • SporDat, spol. s r.o., Prievozská 14, Bratislava, Slovakia (“SporDat“) Relation to the Company: related entity • brokerjet České spořitelny, a. s., Na Perštýně 342/1, Prague 1, Czech Republic (“brokerjet ČS“) Relation to the Company: directly controlled entity • CEE Property Development Portfolio B.V., Naritawes 165 Telestone 8, 1043 BW Amsterdam, Netherlands (“CEE Property Development“) Relation to the Company: directly controlled entity • Consulting České spořitelny, a. s., Vinohradská 180/1632, Prague 3, Czech Republic (“Consulting ČS“) Relation to the Company: directly controlled entity • CS Property Investment Limited, Arch. Makariou III, 2-4, Capital Center, 9th floor, P.C. 1505, Nikósia, Cyprus (“CS Property Investment“) Relation to the Company: directly controlled entity • Theta Immorent s. r. o., Národní 973/41, Prague 1, Czech Republic (“Theta Immorent“) Relation to the Company: related entity • Czech and Slovak Property Fund B.V., Fred Roeskerstraat 123, 1076 EE Amsterdam, Netherlands (“Czech and Slovak Property”) Relation to the Company: directly controlled entity • Tiroler Sparkasse Bankaktiengesellschaft Innsbruck, Sparkassenplatz 1, Innsbruck, Austria (“Tiroler Sparkasse“) Relation to the Company: related entity • Erste Corporate Finance, a. s., Na Perštýně 1/342, Prague 1, Czech Republic (“Erste Corporate“) Relation to the Company: directly controlled entity • U Glaubiců spol. s r.o., Národní 973/41, Prague 1, Czech Republic (“U Glaubiců“) Relation to the Company: related entity • Factoring České spořitelny, a. s., Pobřežní 46, Prague 8, Czech Republic (“Factoring ČS“) Relation to the Company: directly controlled entity • Vila Property s. r. o., Národní 973/41, Prague 1, Czech Republic (“Vila Property“) Relation to the Company: related entity • Informatika České spořitelny, a. s., Bubenská 1447/1 , Prague 7, Czech Republic (“Informatika ČS“) Relation to the Company: directly controlled entity 221 • Investiční společnost České spořitelny, a. s., Na Perštýně 342/1, Prague 1, Czech Republic (“Investiční společnost ČS“) Relation to the Company: directly controlled entity • Leasing České spořitelny, a. s., Střelničná 8, Prague 8, Czech Republic (“Leasing ČS“) Relation to the Company: directly controlled entity • Corfina Trade, s. r. o., Střelničná 8/1680, Prague 8, Czech Republic (“Corfina Trade“) Relation to the Company: indirectly controlled entity • Penzijní fond České spořitelny, a. s., Poláčkova 1976/2, Prague 4, Czech Republic (“Penzijní fond ČS“) Relation to the Company: directly controlled entity • Pojišťovna České spořitelny, a. s., nám. Republiky 115, Pardubice, Czech Republic (“Pojišťovna ČS“) Relation to the Company: directly controlled entity • Realitní společnost České spořitelny, a. s., Vinohradská 180/1632 , Prague 3, Czech Republic (“Realitní společnost ČS“) Relation to the Company: directly controlled entity • s Autoleasing, a. s., Střelničná 8, Prague 8, Czech Republic (“s Autoleasing“) Relation to the Company: directly controlled entity • Servis 1 – ČS, a. s., Olbrachtova 1929/62, Prague 4, Czech Republic (“Servis 1“) Relation to the Company: directly controlled entity • Stavební spořitelna České spořitelny, a. s., Vinohradská 180/1632, Prague 3, Czech Republic (“Stavební spořitelna ČS“) Relation to the Company: directly controlled entity E. BANKING TRANSACTIONS WITH THE RELATED ENTITIES Česká spořitelna has identified banking relations with the related entities listed in Section C and Section D and aggregated them into the following categories. General Limits Česká spořitelna has approved general limits in place for transactions with the related entities in respect of current and term deposits, loans, repurchase transactions, own securities, 222 letters of credit, and issued and received guarantees in the aggregate amount of CZK 47,749 million. Under these limits, the aggregate exposure to the related entities was CZK 30,884 million. Česká spořitelna incurred no detriment as a result of these transactions in the accounting period. Provided Loans, Deposits and Overdrafts Česká spořitelna provided the related entities with funding under contracts for the provision of loans, term placements, maintenance of current accounts and overdraft loans under standard business terms and conditions in the aggregate amount of CZK 12,806 million. In parallel, Česká spořitelna negotiated loan facilities and other loan commitments to the related entities. The undrawn part of loan commitments from loan facilities at the accounting period-end amounted to CZK 2,303 million. Česká spořitelna incurred no detriment as a result of these transactions in the accounting period. Syndicated Loans In the prior accounting periods, Česká spořitelna participated in syndicated loan agreements where the related entities acted as sub-participants under standard business terms and conditions in the aggregate amount of CZK 6,000 million. Česká spořitelna incurred no detriment as a result of these transactions in the accounting period. Participation of the Related Entities in Provided Loans In the prior accounting periods, Česká spořitelna entered into contracts for the provision of loans to third parties in which the related entities acted as sub-participants under standard business terms and conditions. The total volume of the subparticipations of the related entities was CZK 6,387 million. Česká spořitelna incurred no detriment as a result of these transactions in the accounting period. Provided Guarantees Česká spořitelna provided the related entities with guarantees under contracts for the provision of guarantees under standard business terms and conditions. The aggregate amount of the provided guarantees was CZK 3,441 million. Česká spořitelna incurred no detriment as a result of these transactions in the accounting period. Received Guarantees and Pledges Česká spořitelna received guarantees and pledges from the related entities under contracts for the receipt of bank Financial Section 2 Report on Relations Between Related Parties Česká spořitelna’s Financial Group guarantees and pledges under standard business terms and conditions, totalling CZK 1,317 million and CZK 979 million, respectively. Česká spořitelna incurred no detriment as a result of these transactions in the accounting period. Current Accounts and Term Deposits In the accounting period, Česká spořitelna provided the related entities with monetary services related to the maintenance of current accounts, term bank accounts and loro accounts under contracts for opening and maintenance of accounts under standard business terms and conditions. The aggregate accounting period-end balances on current and term accounts were CZK 5,751 million. Česká spořitelna incurred no detriment as a result of these contracts in the accounting period. Confirmation of Letters of Credit In the accounting period, Česká spořitelna confirmed letters of credit of CZK 49 million to the related entities. These transactions were made under standard business terms and conditions and Česká spořitelna incurred no detriment from these transactions. Purchased Own Bonds and Similar Securities of the Related Entities Česká spořitelna holds own bonds and similar securities of the related entities, which were acquired under standard market conditions, in the aggregate amount of CZK 638 million. Česká spořitelna incurred no detriment as a result of these transactions in the accounting period. Issued Own Bonds and Similar Securities of Česká spořitelna The related entities hold Česká spořitelna’s own bonds and similar securities which they acquired under standard market conditions, in the aggregate amount of CZK 2,031 million. Česká spořitelna incurred no detriment as a result of these transactions in the accounting period. Fixed Term Contracts In the accounting period, Česká spořitelna entered into fixed term contracts with the related entities under standard market conditions. At the accounting period-end, the nominal values of receivables and payables arising from fixed term contracts were CZK 195,940 million and CZK 193,508 million, respectively. Česká spořitelna incurred no detriment as a result of these transactions in the accounting period. Transactions with Shares of the Related Entities In the accounting period, Česká spořitelna purchased and sold shares of the related entities, as part of the market maker activities, under standard market conditions in the aggregate turnover volume of CZK 12,639 million. Česká spořitelna incurred no detriment as a result of these transactions in the accounting period. Loans Advanced to the Employees of the Česká spořitelna Group Česká spořitelna provides standard retail loans at the prime interest rates to employees of the companies from within the Česká spořitelna Group under loan contracts. Česká spořitelna incurred no detriment as a result of these contracts in the accounting period. Interest Income and Expenses In the accounting period, Česká spořitelna generated total interest income of CZK 697 million from banking transactions with the related entities under standard market or business terms and conditions, and incurred total interest expenses of CZK 521 million in respect of banking transactions with the related entities. Česká spořitelna incurred no detriment as a result of these transactions in the accounting period. Non-Interest Income and Expenses In the accounting period, Česká spořitelna generated total non-interest income of CZK 2,740 million from banking transactions with the related entities under standard market or business terms and incurred total non-interest expenses of CZK 60 million in respect of the banking transactions with the related entities. Non-interest income and expenses predominantly include fees and commissions for asset management, depositary services, sale of products of subsidiaries, subparticipation in loan transactions and insurance under lending activities. Česká spořitelna incurred no detriment as a result of these transactions in the accounting period. F. NON-BANKING TRANSACTIONS WITH THE RELATED ENTITIES Česká spořitelna has identified the following material nonbanking relations with the related entities listed in Section C and Section D. 223 Erste Bank der oesterreichischen Sparkassen AG Name Party to the Contract Contract date Effective date Subject matter of the contract Amount Erste Bank 2003 2003 Advisory services for various projects million Purchase of a 23.5% equity interest in CZK 69 Detriment incurred, if any CZK 33 Master Agreement Contract for the transfer of equity interest Erste Bank 2005 2005 Contract for the purchase of securities Erste Bank 2005 2005 SporDat spol. s r.o. million Purchase of a 85.9% equity interest in CZK 9 Servis1 – ČS, a. s. million None None None Preparation and coordination of Contract for the payment of costs Erste Bank Legal title 2005 2005 a meeting with the Finance Ministry of CZK 7 the Czech Republic million None Amount Detriment incurred, if any Counterparty Payment date Subject matter of the arrangement Erste Bank 2005 Dividends for 2004 million None Counterparty Payment date Subject matter of the arrangement Amount Detriment incurred, if any CZK 12 million None Amount Detriment incurred, if any CZK 4,468 Decision of the General Meeting Legal title The Employee Erste Bank der oesterreichischen Sparkassen AG Stock Ownership Programme (‘ESOP’) and the Management Erste Bank der Payment of a 20% discount on the oesterreichischen Sparkassen AG Stock Option subscription for shares by employees Programme (‘MSOP’) Erste Bank 2005 who made use of the option BMG-Warenbeschaffungsmanagement GmbH Name Party to the Contract Contract date Effective date Brief description of the peformance (subject matter of the transaction) BMG 2003 2004 SAP licence support million None Party to the Contract Contract date Effective date Subject matter of the contract Amount Detriment incurred, if any Master agreement SAP-Erste Bank CZK 18 Erste Reinsurance S.A. Name Erste Bank Operational Risk Insurance Programme – Description of the Loss Procedure 224 Cooperation within the insurance Erste Reinsurance 2005 2005 programme of the Erste Bank Group, CZK 58 settlement of insurance claims million None Financial Section 2 Report on Relations Between Related Parties Česká spořitelna’s Financial Group ÖCI-Unternehmensbeteiligungs- gesellschaft.m.b.H. Name Party to the Contract Management Service Agreement; Amendment 1 ÖCI Contract date Effective date Subject matter of the contract Amount 2000 2004 Detriment incurred, if any 2000 Provision of management and CZK 106 2004 professional advisory services million None Subject matter of the contract Amount Detriment incurred, if any Provision of services for various CZK 87 Spardat Sparkassen – Datendiest Gesellschaft m.b.h. Name Party to the Contract Contract date Effective date Spardat 2003 2003 Master Agreement 2005/7103/414 projects million Provision of services for various CZK 19 None Spardat 2005 2005 projects million None Party to the Contract Contract date Effective date Subject matter of the contract Amount Detriment incurred, if any SporDat 2003 2003 Services for various projects SporDat, spol. s r.o. Name Master Agreement on Software CZK 43 Development million None CZK 71 Service Agreement SporDat 2004 2004 SW servicing and support million None Contract date Effective date Subject matter of the contract Amount Detriment incurred, if any 2004– 2004– Advisory services and valuation CZK 52 2005 2005 of assets million None Contract date Effective date Subject matter of the contract Amount Detriment incurred, if any Consulting České spořitelny, a. s. Name Party to the Contract Contracts for the provision of advisory services Consulting ČS Erste Corporate Finance, a. s. Name Party to the Contract No financial Contract for mediation and cooperation Erste Corporate 2004 2004 Erste Sub-supplier mandate contract Corporate 2004 2004 Mediation of projects and performan- cooperation on projects ce in 2005 Advisory activity with regard to the CZK 33 sale of a business million None None 225 Factoring České spořitelny, a. s. Name Party to the Contract Contracts for participation Factoring ČS Legal title Contract date Effective date Subject matter of the contract Amount Detriment incurred, if any 2003– 2003– 2005 2005 Participation in business activities million None Counterparty Payment date Subject matter of the arrangement Amount Detriment incurred, if any Factoring ČS 2005 Received dividends for 2004 million None Contract date Effective date Subject matter of the contract Amount Detriment incurred, if any CZK 5 CZK 6 Decision of the General Meeting Informatika České spořitelny, a. s. Name Party to the Contract No financial Framework contract for cooperation Framework contract 2001 Informatika ČS Informatika ČS Seven implementation and performance contracts Informatika ČS 1998 1998 General definition of the terms and amount conditions underlying cooperation stated General definition of the terms No and conditions for services for financial the technical maintenance of amount 2001 2001 information technologies stated 2001 – 2001 – Provision of IT maintenance CZK 140 2005 2005 services million None None None Purchase of information technology based on tenders or for prices recommended by the manufacturer under standard business terms and Orders Informatika ČS Two contracts for the lease of non-residential premises Informatika ČS 2005 2005 2001– 2001– 2005 2005 conditions CZK 78 million None CZK 6 Lease of non-residential premises million Provision of outsourcing services in respect of financial accounting, controlling, asset management, Contract for the provision of outsourcing services 226 Informatika ČS 2005 2005 procurement, human resources and CZK 5 corporate communication million None Financial Section 2 Report on Relations Between Related Parties Česká spořitelna’s Financial Group Investiční společnost České spořitelny, a. s. Name Party to the Contract Contract date Effective date Subject matter of the contract Amount General definition of the terms and financial conditions for jointly performed amount business activities stated Detriment incurred, if any No Investiční Basic contract for cooperation společnost ČS 2000 2000 None Purchase related to the delimitation Investiční HW and SW purchase contract of marketing and IT staff from CZK 5 2005 2005 Investiční společnost ČS million None Counterparty Payment date Subject matter of the arrangement Amount Detriment incurred, if any Investiční společnost ČS 2005 Received dividends for 2004 million None Effective date Subject matter of the lease Amount (Total sum of Detriment incurred, if any společnost ČS Legal title CZK 426 Decision of the General Meeting Leasing České spořitelny, a. s. Name Party to the Contract Contract date instalments and prepayments) Lease contracts 2001– 2001– Received leasing CZK 34 Leasing ČS 2004 2008 of transportation equipment million 2001 2001 Leasing ČS 2004 2004 Granting of the right to use a logo million None Contract date Effective date Subject matter of the contract Amount Detriment incurred, if any Contract for the granting of the right to use a logo; Amendment 1 None CZK 9 Penzijní fond České spořitelny, a. s. Name Party to the Contract Contract for the lease of non-residential premises and Penzijní Lease of an office building owned CZK 9 provision of rent-related services Three contracts for the lease of fond ČS 2002 2002 by Penzijní fond ČS Lease contracts for non-residential million non-residential premises and Penzijní 2000– 2000– premises and movable assets CZK 5 movable assets fond ČS 2005 2005 leased to Penzijní fond ČS million None None 227 Pojišťovna České spořitelny, a. s. Name Party to the Contract Contract date Effective date Agreement on providing access to Česká spořitelna’s intranet Pojišťovna ČS 2002 2002 Subject matter of the contract Amount Definition of rights and obligations No with respect to access to Česká financial spořitelna’s intranet for Pojišťovna’s amount employees stated Detriment incurred, if any None No Contract for the protection of financial confidential information No. 263/03 Pojišťovna ČS 2003 2003 Sharing of confidential information amount in respect of a set of regulations stated None General definition of the conditions Three business agency contracts including amendments thereto Česká spořitelna 2004 2005 Data migration contract No. 259/03 Pojišťovna ČS 2003 2003 Contract for cooperation No. 45244782 Contract for the granting of the right Pojišťovna ČS to use a logo; Amendment 1 Legal title Pojišťovna ČS and terms for mediation of the sale No of non-life insurance and insurance financial by ČS’s employees and external amount agents stated Definition of rights and obligations No in respect of the migration of financial Pojišťovna’s client data into Česká amount spořitelna’s client file stated Contract for cooperation with CZK 21 2005 2005 respect to private life insurance million 2002 2002 Granting of the right to use a logo CZK 6 2004 2004 Counterparty Payment date Subject matter of the arrangement Pojišťovna ČS 2005 Received dividends for 2004 None None None million None Amount Detriment incurred, if any CZK 1,196 Decision of the General Meeting 228 million None Financial Section 2 Report on Relations Between Related Parties Česká spořitelna’s Financial Group Realitní společnost České spořitelny, a. s. Name Agreement on providing access to Česká spořitelna’s intranet Party to the Contract Contract date Effective date Realitní společnost ČS 2003 2003 Subject matter of the contract Amount Definition of rights and obligations No with respect to access to Česká financial spořitelna’s intranet for Realitní amount společnost’s employees Definition of rights and obligations stated Detriment incurred, if any None of parties to the contract with respect to maintaining Realitní Confidentiality contract společnost ČS 2004 confidentiality of information in No connection with insurance claim financial settlement amount 2004 stated None No Realitní Confidentiality contract společnost ČS Definition of rights and obligations financial with respect to maintaining amount 2003 2003 confidentiality of information stated None Contract date Effective date Description and amount of performance Amount Detriment incurred, if Stavební spořitelna České spořitelny, a. s. Name Contract for the granting of the right to use a logo; Amendment 1 Party to the Contract Stavební 2001 2001 spořitelna ČS 2004 2004 Granting of the right to use a logo CZK 6 million None Three contracts for the lease of non-residential premises and provision of rent-related services Stavební 2004 2004 Lease of an office building owned CZK 6 spořitelna ČS 2005 2005 by Stavební spořitelna ČS million None Data processing, printing of materials, personalisation, Stavební Data processing contract spořitelna ČS 2005 2005 preparation of mail and handing it CZK 5 over to ČS for posting million None Provision of outsourcing services in respect of financial accounting, controlling, asset management, procurement, human resources, Contract for the provision of outsourcing services Stavební spořitelna ČS 2005 2005 company communication, IT CZK 10 support service and sub-licence million None 229 G. OTHER LEGAL ACTS In the accounting period, Česká spořitelna adopted or made no other legal acts in the interest, or at the initiative, of the related entities. H. OTHER FACTUAL MEASURES Česká spořitelna participates in the New Group Architecture (NGA) projects within the Erste Bank Group. The programme is designed to fully utilise the business potential of Central European markets in all segments, to benefit from economies of scale and cost synergies, to concentrate support activities in the group, and to ensure transparency and comparability in performance measurement. The NGA programme includes business projects (Detail 2008, Group Large Corporates, Card strategy), IT projects (New Development Unit- S IT Solutions, Group IT Operations, Decentralised Computing, Core SAP), Dušan Baran Member of the Board of Directors and Deputy CEO 230 performance and risk management projects (Group Performance Model, Basel II) and service activities projects (Group Procurement). In the IT area, the projects are expected to bring about savings as a result of the merging of IT procurement, standardisation of hardware and software within the group and sharing operational and developmental activities. Česká spořitelna incurred no detriment as a result of its participation in the Group-wide projects referred to above. I. CONCLUSION Our review of the legal relations put in place between Česká spořitelna and the related entities indicates that Česká spořitelna incurred no detriment as a result of contractual arrangements, other legal acts or other measures implemented, made or adopted by Česká spořitelna during the year ended 31 December 2005 in the interest, or at the initiative, of individual related entities. Martin Škopek Vice Chairman of the Board of Directors and First Deputy CEO Report on Relations Between Related Parties Česká spořitelna’s Financial Group Auditor’s Report to the Shareholders of Česká spořitelna, a. s. Česká spořitelna’s Financial Group FIGURES ARE STATED UNDER INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS), UNLESS INDICATED OTHERWISE. STAVEBNÍ SPOŘITELNA ČESKÉ SPOŘITELNY, A. S. Stavební spořitelna České spořitelny, a. s., having its registered office address at Vinohradská 180, Prague 3, was incorporated on 22 June 1994. Its principal business is the provision of financial services under the Construction Savings and Construction Savings State Support Act 96/1993 Coll. The shareholder structure consists of Česká spořitelna, a. s., which owns a 95 percent shareholding and the remaining 5 percent is held by Bausparkasse der österreichischen Sparkassen AG. The company’s issued share capital is CZK 750 million. Stavební spořitelna offers its clients construction savings with state support and a statutory right to a loan from construction savings. In 2005, Stavební spořitelna continued in fulfilling the mission of “Funding Better Housing for Everyone”. In 2005, Stavební spořitelna fully focused its activities on the development and creation of products while the sale, following the merger of the sales networks of Stavební spořitelna and Česká spořitelna in late 2004, was fully provided by the parent bank. This strategy leads to a more consistent differentiation of housing funding product offerings – mortgage loans and loans advanced by the company – for the benefit of and in accordance with the client’s needs. Stavební spořitelna, as the only construction savings company in the Czech Republic, increased clients’ awareness of lending products prior to loan issuance by publishing an Information Sheet. 2005 In 2005, the company provided almost 32 thousand new loans in the aggregate amount of CZK 7.0 billion. As of 31 December 2005, the company maintained more than 148 thousand loan accounts and lent its clients almost CZK 19.5 billion for housing improvements. The construction savings market saw revival of the demand for deposit contracts in 2005. Stavební spořitelna significantly participated in this development: it entered into a total of 189 thousand new deposit transactions with the target amount of CZK 31.2 billion, which represents an increase of over 35 percent in the number of transactions and 39 percent in the target amount volume as compared to the previous year. The profit of Stavební spořitelna was affected by its selected strategic repositioning, reorganisation and continued process of centralisation of support activities. The increase in net profit to CZK 649 million in 2005 represents a year-on-year increase of 88 percent, which was predominantly driven by the increase in net interest income arising from growth of lending and the reduction of administrative costs. In parallel, the cost/income ratio markedly improved from 45.2 percent in 2004 to 36.5 percent in 2005. This implies that a recurring positive development is becoming a trend in the company’s performance. The increase in the proportion of loans to deposits from 23.0 percent to 25.1 percent confirms the increasing interest of clients in using construction savings to fund their housing needs rather than only appreciating their finances. In 2005, Stavební spořitelna substantially contributed to the strengthening of the leading position of the Česká spořitelna Financial Group in the Czech financial market. Its results are a sufficient incentive for the successful continuation of this development in 2006. 2004 2003 2002 2001 Share capital (CZK million) 750 750 750 750 750 Total assets (CZK billion) 84.3 73.7 61.6 47.5 34.2 Loans and advances to clients (CZK billion) 19.5 15.5 10.4 7.2 5.5 Client deposits (CZK billion) 77.6 67.4 56.0 42.1 29.3 Net profit (CZK million) 649 351 209 281 201 1.2 1.3 1.4 1.1 0.9 0 126 132 102 88 234 280 304 310 302 Number of clients (million) Number of own points of sale Average headcount 231 Contact address: Vinohradská 180, 130 11 Prague 3 Free info-line: 800 207 207 Telephone: 224 309 111 Fax: 224 309 112 Internet: www.burinka.cz Email: [email protected] POJIŠŤOVNA ČESKÉ SPOŘITELNY, A. S. company’s universal profile changed and the company became a specialised life-insurer offering primarily the following types of insurance: capital life insurance, insurance with an investment fund, loan life insurance and accident insurance. Pojišťovna České spořitelny, a. s. was formed on 1 October 1992 and has had its registered office at náměstí Republiky 115, Pardubice since September 2002. Česká spořitelna acquired an equity interest in the company in 1995. The company’s issued share capital is CZK 1,117 million and Česká spořitelna’s share of the company’s share capital is 55.25 percent and the remaining 44.75 percent equity interest is held by Sparkasse Versicherung AG, a subsidiary of Erste Bank. Measured by the share capital balance, the company is one of the best capitalised insurance companies in the Czech market. The company has been licensed to undertake insurance activities, reinsurance activities and relating activities. The Company operated as a universal insurer and offered basic types of life and non-life insurance. Following the resolution of the shareholders in 2003 to fulfil the strategy of the Erste Bank Group whereby insurance companies from within the Group were to specialise in providing life insurance only, as of 2 January 2004, the non-life insurance business of the company was sold to Kooperativa, pojišťovna, a. s. At the date on which the sale of the non-life business became effective, the The year ended 31 December 2005 was a significant milestone in the practical application of harmonisation amendments to the Czech insurance legislation which were made to bring it into line with the legislation effective in the European Union. These changes had a significant impact on insurance sales methods, insurance industry supervision and insurers’ obligations to their clients. Premiums written in 2005 amounted to CZK 2,541 million, which represents a year-on-year decline attributable primarily to the decrease in the sale of ‘single sum premium’ insurance and the sale of non-life insurance. The company generated a net profit of CZK 175 million, technical reserves amounted to CZK 10.7 billion and, compared to 2004, increased by CZK 1.4 billion. Following the resolution of the shareholders, the parent company was paid the dividend for 2004 of CZK 1,195 million in 2005. 2005 2004 2003 2002 2001 Share capital (CZK million) 1,117 1,117 1,117 1,117 1,117 Total assets (CZK billion) 12.2 13.7 11.4 8.0 4.5 Premiums written (CZK billion) 2.5 3.9 6,9 6.3 3.7 Net profit (CZK million) 175 2,275 229 171 101 Number of insurance policies (thousand) 464 399 914 847 749 0 0 34 34 73 141 144 654 709 819 Number of own points of sale Average headcount Contact address: Nám. Republiky 115, 530 02 Pardubice Telephone: 466 051 110 Fax: 466 051 380 232 Internet: www.pojistovnacs.cz Email: pojistovnacs@ pojistovnacs.cz Report on Relations Between Related Parties Česká spořitelna’s Financial Group Auditor’s Report to the Shareholders of Česká spořitelna, a. s. PENZIJNÍ FOND ČESKÉ SPOŘITELNY, A. S. Penzijní fond České spořitelny, a. s. was formed on 24 August 1994. The company’s registered office is located at Poláčkova 1976/2, Prague 4. The company’s issued share capital amounts to CZK 100 million. Česká spořitelna has been the company’s sole shareholder since March 2001. The company is primarily engaged in the provision of retirement benefit schemes under Act 42/1994 Coll. on Retirement Benefit Schemes with State Contribution. In 2005, the company strengthened its position as one of the three biggest pension funds in the Czech Republic. The company saw a dynamic growth in the volume of funding on clients’ personal accounts which amounted to over CZK 15.1 billion, a 26 percent increase year-on-year. The number of clients increased by 17 percent against 2004 and amounted to almost 480 thousand at the end of 2005. The company reported a significant year-on-year increase in profit. As of 31 December 2005, the net profit amounted to CZK 630 million under Czech Accounting Standards (CAS), which represents an increase of 54 percent compared to the 2005 previous year. The highest profit in the ten-year history of Penzijní fond České spořitelny was generated as a result of the positive development on financial markets and increased business dynamics. Another factor that positively impacted the level of profit was the volume of financial assets under management which grew by more than CZK 3 billion during the year. The company’s business performance was notably driven by the development of cooperation with employers. As part of its corporate programme, the company entered into business arrangements with more than 5,262 employers. The growth of business dynamics was supported by a further extension of the sales network covering all branches of Česká spořitelna and its mobile sales network which also includes Kooperativa, pojišťovna, a. s. In financial assets management, the company followed the stated strategic objective to achieve the greatest possible return on clients’ assets whilst maintaining a low rate of financial risk. The company invested funds principally in Czech, largely Government, debt securities that carry a low risk of non-payment, debt securities of OECD countries, Government treasury bills and to a lesser extent also equities. 2004 2003 2002 2001 Share capital (CZK million) 100 100 100 100 100 Total assets (CZK billion) 16.5 12.9 9.7 7.4 5.2 Capital funds (CZK billion)* 15.1 12.0 9.2 6.9 5.0 Net profit (CZK million) under CAS** 630 408 243 238 170 Net profit (CZK million) under IFRS 630 644 220 430 68 Number of participants (thousand) 480 410 383 376 361 54 55 56 56 56 Average headcount *This figure indicates the balance of funds in clients’ personal accounts. ** Under the Retirement Benefit Schemes Act the pension fund allocates no less than 85 percent of the profit made under CAS to its clients. Contact address: Poláčkova 1976/2, 140 21 Prague 4 Telephone: 261 075 116-7 Fax: 261 075 189 Internet: www.pfcs.cz Email: [email protected] 233 INVESTIČNÍ SPOLEČNOST ČESKÉ SPOŘITELNY, A. S. Investiční společnost České spořitelny, a. s. was incorporated on 27 December 1991 as va wholly owned subsidiary of Česká spořitelna. The company’s registered office is at Na Perštýně 342, Prague 1. The year 2005 was another year of record sales of participation certificates. Gross sales of the company’s funds amounted to CZK 26 billion and with the aggregate repurchases of CZK 16 billion, the net sales exceeded CZK 10 billion. The company has been maintaining the leading position on the local market of mutual funds in the long-term. At the end of 2005, the company managed 32 percent of the total assets in the Czech market, regardless of a fast growing competition, predominantly from cross-border funds. The year-on-year increase in assets held by the company’s funds amounted to almost CZK 13 billion and this dynamics moved the level of managed assets to almost CZK 72 billion. The highest relative increase of almost 200 percent was once again seen in the equity funds segment which is being sought by the clients more and more. This was also driven by the development in equity markets as Central and specifically Eastern Europe experienced appreciation of shares of tens of percentage points. Share indexes in Russia (RTX) and Turkey (ISE-100) increased by approximately 75 percent in 2005, the Prague Stock Exchange index, PX-D, grew by 46 percent. Japanese shares grew by 40 percent and the index of central European shares rose by more 45 percent. By contrast, American 2005 Share capital (CZK million) indexes fell very short of expectations, the prices did not reflect good results of the corporate sector and investors focused their attention on other regions. The assets held in mixed funds increased by 77 percent because two new profile funds, Opatrný Mix FF and Konzervativní Mix FF, which invest in participation certificates of other mutual funds according to their investment focus, initiated their activities in June 2005. The assets carried in bond funds grew by 26 percent. The Czech economy did fairly well, inflationary developments enabled the central bank to decrease key rates in the first half of 2005; in the latter half of the year, inflation moderately accelerated. The Czech National Bank responded by raising rates, the pressure on the bond market increased which had to adjust its performance. The lowest dynamics of the growth in assets was experienced by the Sporoinvest money market fund (less than 12 percent). The company’s financial ratios for the year ended 31 December 2005 were very positive. This was markedly driven by increased sales of mutual funds and desired changes in their structure with the resulting increase in the proportion of equity and bond funds. During the year, the Company continued implementing organisational and structural changes which had a positive impact on the reduction of administrative expenses. These factors were reflected in the year-on-year increase in operating profit of 86 percent. The company generated an aggregate net profit of CZK 91 million for the year ended 31 December 2005, a year-on-year increase of 7 percent. 2004 2003 2002 2001 70 70 70 70 70 Equity (CZK million) 261 597 510 406 817 Total assets (CZK million) 325 654 591 503 1,003 91 85 104 –8 38 71.6 58.9 48.3 40.1 24.7 24 32 32 58 73 Net profit (CZK million) Assets under management (CZK billion) Average headcount Contact address: Na Perštýně 342/1, 110 00 Prague 1 Telephone: 222 180 111 Fax: 222 180 135 234 Internet: www.iscs.cz Email: [email protected] Report on Relations Between Related Parties Česká spořitelna’s Financial Group Auditor’s Report to the Shareholders of Česká spořitelna, a. s. LEASING ČESKÉ SPOŘITELNY, A. S. s Autoleasing, a. s., to which it also provides all servicing activities. Leasing České spořitelny, a. s. was formed on 1 January 1996. With effect from December 1996, the company has been wholly owned by Česká spořitelna. The company’s registered office is located at Střelničná 8, Prague 8, and its share capital balance is CZK 300 million. Leasing ČS discontinued active business activities on its own account as of 30 September 2004 and since 1 October 2004 it has been engaged in executing transactions exclusively on the account of its fellow subsidiary Share capital (CZK million) Total assets (CZK billion) Number of new transactions (CZK billion) Net profit or loss (CZK million) Number of new contracts Number of own points of sale Average headcount Leasing České spořitelny incurred a loss of CZK 2 million for the year ended 31 December 2005. During 2005, the company’s total assets decreased by 46 percent in connection with the discontinuance of active business transactions, which gives rise to a decrease in individual balance sheet and profit and loss account captions. Leasing České spořitelny maintains the charged provisions and reserves to cover all known risks arising from the portfolio of concluded lease contracts. 2005 2004 2003 2002 2001 300 300 300 300 300 3.2 5.9 6.8 7.1 6.7 – 3.7 4.2 5.3 4.7 –2 –407 15 77 65 – 4,924 6,600 12,353 16,963 1 1 2 4 4 120 124 123 116 118 Contact address: Střelničná 8/1680, 182 21 Prague 8 Telephone: 266 095 111 Fax: 266 095 567 Internet: www.leasingcs.cz S AUTOLEASING, A. S. For the year ended 31 December 2005, s Autoleasing incurred a loss of CZK 22 million primarily due to increased operating expenses which are typically incurred in rolling out a new leasing business. During 2005, the company executed new transactions worth CZK 3,067 million, with the proportion of transport equipment being 81 percent. During 2005, the company’s total assets also substantially increased which is a standard development in rolling out a new leasing business. s Autoleasing maintains the charged provisions to cover all known risks arising from the portfolio of concluded lease contracts. With effect from 1 October 2005, all new transactions of the company’s fellow subsidiary, Leasing ČS, have been conducted on s Autoleasing’s account. s Autoleasing, a. s. was formed on 6 October 2003. Since May 2004, the company has been wholly owned by Česká spořitelna. The company’s registered office is located at Střelničná 8, Prague 8. As of 1 October 2004, s Autoleasing commenced active business activities on its own account. The company has no employees; all services relating to business and administrative activities are purchased from the company’s fellow subsidiary, Leasing České spořitelny, a. s., under a mandate agreement and an agreement on the provision of business administration services. In 2005, s Autoleasing placed at the forefront of the Czech lease market in terms of newly leased assets. The company’s business focuses primarily on finance leases of transport equipment covering a wide range of commodities, primarily composed of passenger and utility cars. Contact address: Střelničná 8/1680, 182 21 Prague 8 Telephone: 266 095 111 Fax: 266 095 777 Internet: www.sautoleasing.cz 235 2005 Share capital (CZK million) Total assets (CZK billion) Number of new transactions (CZK billion) Net profit or loss (CZK million) Number of new contracts 2004 2 2 2.9 0.2 3.1 0.2 –22 –13 4,380 237 Number of own points of sale 1 1 Average headcount – – FACTORING ČESKÉ SPOŘITELNY, A. S. Factoring České spořitelny, a. s. was formed in November 1995. In 1997, the company was transformed into a joint stock company and Česká spořitelna acquired a 10 percent equity holding. On 20 June 2001, Česká spořitelna became the sole shareholder of the company. The company’s registered office address is Pobřežní 46, Prague 8. The company’s issued share capital is CZK 84 million. The company’s focus is on domestic, export and import factoring, and debt management related to a broad range of commodities which principally comprise corporate clients operating in the consumer and food industry, suppliers for wholesale networks, chemistry, metallurgy, etc. The year ended 31 December 2005 brought about a slow-down in the growth for factoring companies, and hence also for Factoring České spořitelny, when compared to the dynamic development in prior years. However, the Company managed to retain its market share of more than 26 percent and once again placed first in the market of factoring companies in the Czech Republic. During 2005, a number of significant projects designed to make organisational and managerial improvements inside the 2005 Share capital (CZK million) company were conducted and cooperation with the parent company became more intensive. Following the successful start of a subsidiary in Slovakia in 2003, the year 2005 was focused on preparing for the formation of a subsidiary to serve the Croatian market in cooperation with the Croation bank, Erste & Steiermärkische Bank D.D. Despite improvements being made in risk management, the company was not able to avoid certain operational risk events which had an impact on the level of its profit. The company continues to diversify its portfolio and mitigates potential risks under the reformulated risk management. For the year ended 31 December 2005, Factoring generated a net profit of CZK 9 million which constitute a year-on-year decrease of 44 percent. The volume of contracts increased by 1 percent and amounted to CZK 21.6 billion. Contact address: Pobřežní 46, 186 00 Prague 8 Telephone: 246 003 311 Fax: 246 003 319 Internet: www.factoringcs.cz 2004 2003 2002 2001 84 84 84 84 84 Equity (CZK million) 112 109 93 78 62 Total assets (CZK billion) 5.3 6.0 3.9 3.0 1.3 Net profit (CZK million) Contracted amounts (CZK billion) Average headcount 236 9 16 15 17 18 21.6 21.4 15.8 9.7 5.0 31 31 31 28 23 Report on Relations Between Related Parties Česká spořitelna’s Financial Group Auditor’s Report to the Shareholders of Česká spořitelna, a. s. REALITNÍ SPOLEČNOST ČESKÉ SPOŘITELNY, A. S. Realitní společnost České spořitelny, a. s. with its registered office at Vinohradská 180/1632, Prague 3 was incorporated on 4 December 2002. Its share capital is CZK 4 million. The sole shareholder of the company is Česká spořitelna. The company is primarily engaged in undertaking real estate activities – mediation of sales and lease of residential and commercial real estate and provision of related advisory services, specifically in order to expand and complement the comprehensive services of the Česká spořitelna Financial Group in real estate and advisory services in respect of the sale and lease of real estate owned by the parent bank. 2005 Share capital (CZK million) Realitní společnost České spořitelny launched its business activities in 2003 and extended its operations from Prague to throughout the Czech Republic during 2004. In 2005, the company focused on developing and stabilising the existing business network and distribution channels. The company provided real estate services to the clients of the Group as well as to the public through its seven franchise partners, Česká spořitelna’s 14 mortgage centres, and its own point of sale in Prague. The year ended 31 December 2005 was a very successful year for Realitní společnost. The company generated income from real estate activities totalling CZK 56 million and a net profit of CZK 5 million. The principal objective of the company for 2006 is the extension of services in residential housing and expansion in the Croatian and Slovak markets. 2004 2003 2002 2001 4 4 4 4 – Total assets (CZK million) 68 38 20 4 – Income from real estate activities (CZK million) 56 35 18 0 – 5 1 –1 0 – 25 23 15 0 – Net profit (CZK million) Average headcount The figures according to CAS Contact address: Vinohradská 180, P.O.Box 114, 130 11 Prague 3 Telephone: 224 309 701 Fax: 224 309 702 Internet: www.rscs.cz Email: [email protected] BROKERJET ČESKÉ SPOŘITELNY, A. S. Brokerjet České spořitelny was formed on 17 September 2003 with its registered office at Na Perštýně 1, Prague 1. The shareholder structure provides brokerjet České spořitelny with a unique combination of a strong background and an extensive sales network as the member of the Česká spořitelna Financial Group; its further advantages are the top technologies and several years’ experience of ecetra Internet Services. Brokerjet České spořitelny, a. s. was established by Česká spořitelna as a subsidiary (51 percent share) and by ecetra Internet Services AG (49 percent share). ecetra Internet Services AG is a fully owned subsidiary of Erste Bank operating as one of the most important internet securities traders in Austria. 2005 Share capital (CZK million) 2004 2003 2002 2001 160 160 160 – – Total assets (CZK million) 1,434 256 165 – – Volume of managed assets (CZK million) 4,106 438 7 – – 5 –28 –13 – – 12 8 7 – – Net profit (CZK million) Average headcount 237 Brokerjet České spořitelny entered the market of investment service mediators in the Czech Republic with an aggressive marketing campaign in early November 2003. During 2004, the company focused primarily on two key areas: attracting the highest possible number of new clients and connection with the Prague Stock Exchange. The principal goal for 2005 involves the acquisition of new clients and consolidation of the company’s share in the Internet securities traders market. Contact address: Na Perštýně 342/1, 110 00 Prague 1 Telephone: 224 995 922 Fax: 224 995 992 Internet: www.brokerjet.cz Email: [email protected] CONSULTING ČESKÉ SPOŘITELNY, A. S. For the year ended 31 December 2005, the company generated a net profit of almost CZK 4 million. Added value amounted, on average per employee, to CZK 1.6 million and CZK 1.3 million in the years ended 31 December 2005 and 2004, respectively. The company’s own output amounted to CZK 70 million with a year-on-year increase of 33 percent. The total revenues from services amounted to CZK 86 million in 2005, of which services to the Česká spořitelna Financial Group represented 76 percent. Consulting České spořitelny, a. s. was formed on 8 June 1995; its current registered office address is at Vinohradská 180, Prague 3. The company is wholly owned by Česká spořitelna and is a medium-sized advisory business which is gradually building its position in the Czech and Slovak markets by offering specialised services to both businesses and other entities from the private and public sectors. The company’s activities focus on the provision of management advisory services, information system and information technology advisory services, financial and economic advisory services and appraisals of movable and immovable assets. Since 1999, the company has implemented an ISO 9001-compliant quality management system. 2005 Share capital (CZK million) Total assets (CZK billion) 2004 2003 2002 2001 1 1 1 1 1 34 28 18 19 31 Net profit (CZK million) Average headcount The company’s activities in 2006 will be predominantly focused on stabilising the company’s position within the Česká spořitelna and Erste Bank Groups with the objective of becoming the preferred advisor in selected areas. 4 3 1 0 4 35 30 27 28 31 The figures according to CAS Contact address: Vinohradská 180, 130 00 Prague 3 Telephone: 224 309 740, 271 746 972 Fax: 271 746 975 Internet: www.consultingcs.cz ERSTE CORPORATE FINANCE, A. S. Česká spořitelna, Slovenská sporiteľna and CDI Erste Central Europe Holding. Česká spořitelna holds 50.2 percent of the company’s issued share capital. As of 31 October 2005, the company’s name was changed from CDI Corporate Advisory, a. s. to Erste Corporate Finance, a. s. Erste Corporate Finance, a. s. was formed on 19 July 1995 and has its registered office at Na Perštýně 1/342, Prague 1. The company’s share capital is CZK 6 million. The company is a joint venture of three members of the Erste Bank Group: 238 Report on Relations Between Related Parties Česká spořitelna’s Financial Group Auditor’s Report to the Shareholders of Česká spořitelna, a. s. Erste Corporate Finance provides its clients in the Czech and Slovak Republics with professional investment banking and financial advisory services, primarily in mergers and acquisitions, privatisation, MBO and IPO, valuation of companies or their divisions, economic advisory, due diligence, investment opportunity analysis, restructuring, etc. The year ended 31 December 2005 was an extraordinary successful year for Erste Corporate Finance as the company 2005 Share capital (CZK million) executed two very significant projects, namely the sale of state shareholdings in Česká Telecom, a. s. and Vítkovice Steel, a. s. The company’s organisational branch in Slovakia also substantially contributed to the achievement of the positive results. The company generated a net profit after tax of CZK 30 million under Czech Accounting Standards (CAS) for the year ended 31 December 2005. Income from advisory services amounted to CZK 102 million. 2004 2003 2002 2001 6 6 6 6 1 Equity under CAS (CZK million) 67 37 61 16 8 Net profit under CAS (CZK million) 30 8 47 8 2 Average headcount 13 12 10 7 7 Contact address: Na Perštýně 1/342, 110 00 Prague 1 Telephone: 224 995 166 Fax: 224 995 167 Internet: www.erste-cf.com Email: [email protected] INFORMATIKA ČESKÉ SPOŘITELNY, A. S. In the year ended 31 December 2005, Informatika České spořitelny focused on providing warranty and post-warranty services of IT equipment owned by the Group members, installation and servicing of ATMs, support and servicing of Flexpos and POS, and technical support in IT servicing in the implementation of Česká spořitelna’s development projects as required. The company streamlined its operations during 2005 to reduce the volume of purchased external services, optimise its costs, and maintain its existing status as an authorised business and service partner of HP and was re-awarded the ISO 9001 – 2000 certificate. Informatika České spořitelny, a. s. was formed on 11 December 1997 by Česká spořitelna as a wholly owned subsidiary with the objective of providing Česká spořitelna and/or its subsidiaries with auxiliary banking services. The company is involved in providing technical servicing and administration of information technologies and purchasing of goods for sale in the IT area for Česká spořitelna and other members of the Group. The company’s issued share capital is CZK 10 million. 2005 Share capital (CZK million) Total assets (CZK million) Net profit (CZK million) 2004 2003 2002 2001 10 10 10 10 10 123 57 93 97 105 8 10 –3 0 7 Sales (CZK million) 281 247 390 520 443 Average headcount 98 101 371 362 360 239 OfficeAddress: Nile House Karolinská 654/2 186 00 Prague 8 Czech Republic Deloitte s. r. o., Registered address: Týn 641/4 110 00 Prague 1 Czech Republic Tel.: +420 246 042 500 Fax: +420 246 042 010 [email protected] www.deloitte.cz Registered at the Municipal Court in Prague, Section C, File 24349 Id Nr.: 49620592 Tax Id. Nr.: CZ49620592 Independent Auditor’s Report to the Shareholders of Česká spořitelna, a. s. Having its registered office at: Prague 4, Olbrachtova 1929/62, 140 00 Identification number: 45244782 Principal activities: Retail, corporate and investment banking services Unconsolidated Financial Statements Based upon our audit, we issued the following audit report dated 21 February 2006 on the unconsolidated financial statements which are included in this annual report on pages 149 to 216: „We have audited the accompanying unconsolidated financial statements of Česká spořitelna, a.s. („the Bank“), which comprise the balance sheet as of 31 December 2005, and the related statement of income, changes in equity and cash flows for the year then ended and notes. These financial statements are the responsibility of the Bank‘s Board of Directors. Our responsibility is to express an opinion on the financial statements, taken as a whole, based on our audit. We conducted our audit in accordance with the Act on Auditors and International Standards on Auditing and the related application guidelines issued by the Chamber of Auditors of the Czech Republic. Those standards require that the auditor plan and perform the audit to obtain reasonable assurance about whether the financial statements are fřee of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements give a true and fair view, in all material respects, of the assets, liabilities and equity and financial position of the Bank as of 31 December 2005 and of the expenses, income and results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU.“ Consolidated Financial Statements Based upon our audit, we issued the following audit report dated 14 March 2006 on the Consolidated financial statements which are included in this annual report on pages 75 to 146: „We have audited the accompanying Consolidated financial statements of Česká spořitelna, a.s. (the „Bank“), which comprise the balance sheet as of 31 December 2005, and the related statement of income, changes in equity and cash flows for the year then ended and notes. These financial statements are the responsibility of the Bank‘s Board of Directors. Our responsibility is to express an opinion on the fmancial statements, taken as a whole, based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we pian and perform the audit to obtain reasonable assurance about whether the financial statements are fřee of materiál misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements give a true and fair view, in all material respects, of the assets, liabilities and equity and financial position of Česká spořitelna, a.s. as of 31 December 2005 and of the expenses, income and results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU.“ 240 Related Party Transactions Report We have also reviewed the factual accuracy of the information included in the related party transactions report of Česká spořitelna, a. s. for the year ended 31 December 2005 which is included in this annual report on pages 217 to 230. This related party transactions report is the responsibility of the Bank‘s Board of Directors. Our responsibility is to express our view on the related party transactions report based on our review. We conducted our review in accordance with the International Standard on Review Engagements (ISRE) 2400 and the related application guidelines issued by the Chamber of Auditors of the Czech Republic. Those standards require that we plan and perform the review to obtain moderate assurance as to whether the related party transactions report is free of material factual misstatements. A review is limited primarily to inquiries of Company personnel and analytical procedures and examination, on a test basis, of the factual accuracy of information, and thus provides less assurance than an audit. We have not performed an audit of the related party transactions report and, accordingly, we do not express an audit opinion. Nothing has come to our attention based on our review that indicates that the information contained in the related party transactions report of Česká spořitelna, a.s. for the year ended 31 December 2005 contains material factual misstatements. Annual Report We have also audited the annual report for consistency with the financial statements referred to above. This annual report is the responsibility of the Bank‘s Board of Directors. Our responsibility is to express an opinion on the consistency of the annual report and the financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing and the related application guidelines issued by the Chamber of Auditors of the Czech Republic. Those standards require that the auditor pian and perform the audit to obtain reasonable assurance about whether the information included in the annual report describing matters that are also presented in the financial statements is, in all material respects, consistent with the relevant financial statements. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the information included in the annual report is consistent, in all material respects, with the financial statements referred to above. In Prague on 26 April 2006 Audit firm: Deloitte s.r.o. Certificate no. 79 Represented by: Statutory auditor: Michal Petrman, statutory executive Michal Petrman, certifícate no. 1105 241 Česká spořitelna‘s Selected Consolidated Financial Information for the Three Months Ended 31 March 2006 under International Financial Reporting Standards (unaudited) million CZK Interest income and similar income 31 March 2006 31 March 2005 6,963 6,396 –1,874 –1,976 Net interest income 5,089 4,420 Provisions for credit risks –309 –55 Net interest income after provisions for credit risks 4,780 4,365 Fee and commission income 2,376 2,325 Fee and commission expense –141 –140 2,235 2,185 Interest expense and similar expense Net fee and commission income Net profit on financial operations 508 389 General administrative expenses –4,142 –4,099 Net insurance income 70 55 Other operating expenses, net –150 263 Profit before taxes 3,301 3,158 Income tax expense –762 –827 2,539 2,331 Profit after taxes Minority interests Net profit for the period –35 –23 2,504 2,308 Total assets 687,993 616,664 Loans and advances to customers 294,165 250,257 Amounts owed to customers 519,542 458,457 45,646 41,640 Shareholders‘ equity 242 Conclusions of the Annual General Meeting of Shareholders Held on 26 April 2006 At the Annual General Meeting of Česká spořitelna held on 26 April 2006 in Prague, the shareholders, inter alia, approved the Board of Directors’ Report on the Bank’s Performance and Financial Position as of and for the year ended 31 December 2005. The shareholders present at the General Meeting were presented with the Supervisory Board’s Report for the year ended 31 December 2005 and approved the annual unconsolidated financial statements, consolidated financial statements and proposal for profit allocation. The distributable funds amounted to CZK 24,445 million, of which CZK 488 million was allocated to the statutory reserve fund, and CZK 4,560 million was allocated to the payment of dividends, which amount to CZK 30 per share. The balance of retained earnings is CZK 19,397 million. The shareholders reappointed Messrs Andreas Treichl, Reinhard Ortner, Bernhard Spalt and Manfred Wimmer as members of Česká spořitelna’s Supervisory Board. 243 Index A ATM 53, 64, 67, 72–74, 147–148, 240 Auditor cover flap, 2, 3, 5, 29–30, 39, 43, 68, 239 B Basel II 43–44, 49–50, 52–53, 122, 125, 193, 196, 230 Board of Directors 3, 4, 5, 7–11, 13, 48, 50, 54, 61, 63–71, 74, 75, 81, 113, 114, 117, 123, 144, 145, 148, 149, 156, 185, 188, 194, 213, 216, 230, 240, 241, 243 Bonds issued 23, 54, 55, 57, 103, 127, 173, 198 Bonus program 2, 3, 29, 30, 45, 46 brokerjet České spořitelny 92, 174–176, 221, 237, 238 Business 24 2, 4, 35, 39, 43 Business clientele C Capital adequacy 20, 52, 53, 80, 113, 154, 184 Capital participations 70 Classified loans 22 Client deposits (amounts owed to customers) 18, 20, 21, 28, 47, 52, 231 Construction savings 20, 21, 27, 28, 31, 174, 187, 208, 231 Consulting České spořitelny 10, 34, 174–176, 221, 225, 238 Corporate clients 3–5, 20, 21, 32, 34, 35, 43, 48, 49, 108, 121, 140, 180, 192, 209, 236 Corporate Governance 61, 63, 64, 67 Cost/Income Ratio 17, 47 Czech National Bank (CNB) 10, 16, 17, 43, 51, 53, 58, 60, 64, 66, 113, 124, 125, 144, 154, 184, 195, 196, 213, 234 D Deposit Insurance Fund 19, 119, 183, 190 Dividends 15, 20, 65, 77, 79, 82, 86, 113, 146, 151, 153, 156, 159, 244 185, 214–216, 224, 226–228, 243 E Erste Bank 2, 3, 8–14, 19, 27, 35–37, 40, 42–44, 51, 54, 61, 64, 66, 68, 100, 103, 118, 125, 144, 145, 173, 189, 196, 213, 216, 218, 219, 224, 230, 237, 238 Erste Corporate Finance 93, 174–176, 221, 225, 238, 239 Factoring České spořitelny10, 92, 174–176, 221, 226, 236 Fee and Commission Income cover flap, 17, 18, 47, 59, 76, 85, 115, 141, 145, 150, 156, 187, 210, 214, 215, 242 Financial Markets 9, 36–37, 47, 48, 50, 68, 70 G cover flap, 20, 24, H Homebanking M Ministry of Finance of CR 107, 224 Mortgage certificates Mortgage loans 2, 20–24, 31, 32, 46, 52, 94, 165, 231 N F Giro accounts 27, 28, 43 186, 201–208, 211–215, 242 Loans and Advances to Financial Institutions 94, 164 35, 39 I Independent professions 24, 26 Informatika České spořitelny 9, 92, 174–176, 221, 226, 239 Information technologies 59, 226 International Financial Reporting Standards (IFRS) cover flap, 17, 80, 81, 90, 102, 106, 154, 155, 160, 162, 172, 178, 231, 233 Investiční společnost České spořitelny 10, 37, 38, 42, 174–176, 222, 227, 234 Kredit+ 29 L Leasing České spořitelny 10, 19, 92, 174–176, 222, 227, 235 Liquidity ratio 52 Loands and Advances to Customers cover flap, 21, 22, 60, 75, 78, 83, 94–96, 107, 114, 131–139, 142, 143, 149, 152, 164, 165, 179, Net interest margin cover flap Net profit 118, 187 Non-interest income cover flap, 17, 223 O Ombudsman 42 Operating expenses cover flap, 17–19, 43, 104, 118, 145, 214, 215, 242 Operating income cover flap, 17, 18, 59, 76, 82–84, 119, 141, 145, 150, 156, 157, 190, 210, 214, 215 Operating profit cover flap, 17, 78, 152 P Penzijní fond České spořitelny 28, 31, 92, 11, 119, 174–176, 222, 227, 233 Pojišťovna České spořitelny 17, 18, 76, 82, 92, 113, 141, 174–176, 222, 228, 232 Private clientele 24–26, 28, 38 Public sector 20, 22, 24, 35, 36, 63, 94, 108, 136, 165, 180, 205, 238 87, 93, 110, 115, 120, 122–126, 150, 155, 159, 175, 182, 186, 191, 193, 195–197, 235, 236, 242 ROA cover flap, 17 ROE cover flap, 17, 47, 61 S Savings books 20, 27, 78, 152 Secured funds 37 Securities cover flap, 6, 13, 17–20, 22, 23, 26, 36, 37, 47, 54, 60, 65–67, 75, 76, 80–83, 85, 88–90, 94, 95, 97–104, 107–108, 111–112, 114–116, 119, 129–145, 149, 152–158, 160–174, 179, 183–187, 190, 200–215, 219, 222–224, 233, 237–238 Securities exchange Service quality 5, 42, 70 Servis 24 3, 4, 27, 30, 31, 35, 39, 43, 44 Share capital 20, 81, 93, 113, 146, 156, 175 176, 185, 216, 231 239 Shareholders´ equity 20, 75, 77, 85, 89, 149, 151, 158, 161, 242 Shares funds SME 32, 33, 35, 36, 47 Stavební spořitelna České spořitelny 27, 31, 92, 107, 113, 126, 174–176, 222, 229, 231 Strategy 9, 14, 33, 42, 43, 46–48, 51, 61, 68, 69, 82, 87, 88, 155, 159, 160, 216, 230–232 Student+ 3, 25, 29 Supervisory Board 5, 7, 9–15, 54, 61–68, 72, 81, 117, 118, 144, 145, 156, 188, 189, 213–216, 243 T R Rating cover flap, 2–4, 23, 24, 48, 49, 121, 122, 192, 193 Realitní společnost České spořitelny 174–176, 222, 229, 237 Reserves and provisions 87, 112, 159, 184 Retail Loans 3, 21, 52, 94, 165, 223 Retirement benefit scheme 4, 233 Risks 19, 44, 48–53, 68, 76, 82, Tax 13, 15, 17, 19, 70 74, 76, 78, 83, 85–89, 104, 107, 111, 112, 114, 119, 120, 140, 141, 146, 148, 150, 152, 158, 159–161, 183–185, 190, 191, 209, 210, 216, 239, 242 The Golden Crown 3, 25, 27, 28, 30, 33 TOP Programs 33 Total assets cover flap, 20, 23, 47, 75, 131, 132, 142, 143, 145, 149, 209–212, 214, 215, 231–239, 242 Česká spořitelna, a. s. Olbrachtova 1929/62, 140 00 Praha 4 IČ: 45244782 Telephon: 261 071 111 Telex: 121010 SPDB C, 121624 SPDB C, 121605 SPDB C Swift: GIBA CZ PX Information line: 800 207 207 E-mail: [email protected] Internet: www.csas.cz Annual Report 2004 Production: Omega Design, s. r. o. Material for the Public www.csas.cz Annual Report 2005 ČESKÁ SPOŘITELNA