Board of Directors` Report - Mercantil Capital Markets (Panamá)
Transcription
Board of Directors` Report - Mercantil Capital Markets (Panamá)
ANNUAL REPORT 2 0 0 7 C ONTENTS Mercantil’s Stock Performance 4 Financial Highligths 5 Board of Directors and Administration 6 Notice of Ordinary General Shareholders’ Meeting 7 Board of Directors’ Report 9 Statutory Auditors’ Report 21 Financial Statements 23 Economic Climate 29 Strategic Positioning 33 Management Discussion and Analysis 35 Bussines Management Report 45 Quality of Service and Operating Efficiency 61 Human Resources 67 Risk Management 71 Performance of Subsidiaries 81 Credit Ratings 89 Prevention and Control of Money Laundering 91 Internal Auditing 93 Social Commitment 95 Corporate Governance 99 Report of the Board of Directors on Compliance with Corporate Governance 107 Awards and Acknowledgements 108 New Brand Strategy for 2007 111 Management 115 Subsidiaries and Corporate Contacts 120 GOLDSCHMIDT, Gertrud (GEGO) Esfera 2 • 1976 • Stainless steel wire • 103 x 103 x 103 cm Is Venezuela’s leading financial services provider with equity of Bs. 3,408 billion (US$ 1,589 million). It operates in 10 countries in the Americas and Europe and its shares are listed on the Caracas Stock Exchange (MVZ.A and MVZ.B) and in the over the counter market (OTC) in the United States of America through a Level 1 ADR program (MSFZY and MSFJY). The mission of Mercantil Servicios Financieros is to “fulfill the expectations of individuals and the community where it operates, by providing excellent financial products and services in different market segments, adding value for its shareholders through the efficient use of available resources.” Mercantil Servicios Financieros concentrates on developing its key financial business (banking, insurance and asset management) in Venezuela and the United States, mainly in Florida (excluding insurance). Mercantil Banco Universal, founded 83 years ago (1925), is Mercantil’s main subsidiary in Venezuela. As of December 31, 2007, it has a network of 319 branches, one agency in Coral Gables, Florida, USA, a branch in Curaçao and six representative offices, in Bogota, Lima, Mexico, Sao Paulo, London and New York; Mercantil Commercebank, N.A., a commercial bank in the United States with 13 offices in South Florida, a branch in New York, one in Houston and a loan production office in Weston, Florida; Mercantil Bank (Schweiz) AG in Switzerland; Mercantil Bank Curaçao N.V. in Curaçao, Mercantil Bank (Panama) in Panama, Mercantil Bank Cayman Limited and Mercantil Merinvest, C.A., an investment banking and brokerage company in Venezuela; Mercantil Seguros which offers equity life insurance and health insurance policies; and Mercantil Inversiones y Valores, a holding for other minority investments. Since its foundation, Mercantil has played an active role in the country’s development by financing trade, agriculture and industry in Venezuela. Moreover, it demonstrates its social commitment by helping different sectors of the community in Venezuela through Fundación Mercantil, and in South Florida, USA, through its subsidiary Mercantil Commercebank, N.A. M e r c a n t i l 3 S e r v i c i o s F i n a n c i e r o s Mercantil’s Stocks Performance "Caracas Stock Exchange: MVZ.A & MVZ.B NYSE Level 1 ADR’s : MSFZY & MSFJY" Earnings per share 2007 2007 2006 2005 2004 2003 US$(4) bolivars bolivars bolivars bolivars bolivars 3.7 7,958 5,756 7,564 3,785 2,534 14.5 15.4 31,000 33,000 42,890 43,259 17,896 18,244 16,091 16,087 11,736 11,590 3.9 4.1 7.5 7.5 2.4 2.4 4.3 4.3 4.6 4.6 32,771 25,884 21,619 21,238 14,871 0.9 1.0 1.7 1.7 0.8 0.8 0.8 0.8 0.8 0.8 60,335,793 43,645,654 41,476,057 30,043,282 41,679,888 30,108,375 29,882,714 21,612,751 29,995,885 25,004,047 43,299 6,792 56,307 35,865 34,683 21,343 10,419 23,575 6,399 5,970 2 for each 5 780 1.900 2 for each 5 1.380 590 2 for each 5 500 2.5 2.4 4.4 4.4 7.7 7.6 3.7 3.7 4.3 4.3 (1) Closing Price (2) Class A share Class B share Market price/ Earnings per share (1) Class A share Class B share Book value per share (3) Market price / book value 15.3 (3) Class A share Class B share Number of outstanding shares Class A share Class B share Daily Average Traded Volume (Shares) Class A share Class B share Paid Dividends In stock (new shares for each shared held) In cash (Bs. per share) 0.36 Cash dividends for the year / Market price (%) Class A share Class B share (1) Calculated over weighted average shares (issued shares minus repurchased shares) adjusted by stock dividend (2) Recalculated considering stock dividend paid in May 2007 to facilitate price comparisons for the periods reported (3) Calculated over outstanding shares (issued shares minus repurchased shares) adjusted by stock dividend and by the conversion of 10 common shares into 1 new common share (4) Dollar figures are given for reference purposes only and are converted at the controlled exchange rate at December 31, 2007 of Bs. 2,144.60/1US$. There is an exchange control in place in Venezuela since February 2003. Market Quote for Mercantil Class A and B Shares vs. Caracas Stock Exchange (CSE) Index 50,000 Price MVZ/A Adjusted CSEI Price MVZ/B 45,000 40,000 25,000 20,000 15,000 10,000 5,000 A n n u a l 4 R e p o r t 2 0 0 7 Dec-07 Jun-07 Dec-06 Jun-06 Dec-05 Jun-05 Dec-04 Jun-04 Dec-03 Jun-03 Dec-02 Jun-02 Dec-01 Jun-01 Dec-00 Jun-00 0 Dec-99 Bolivars 35,000 30,000 Financial Highlights Earnings Consolidated (In millons, except percentages and other indicators) Year Ended 2007 2007 2006 2005 2004 2003 US$(4) bolivars bolivars bolivars bolivars bolivars 18,208 9,017 14,589 1,589 39,049,552 19,338,492 31,287,613 3,407,614 31,716,967 14,572,267 25,246,872 2,589,423 24,274,508 11,294,697 19,479,501 2,168,526 17,112,859 7,312,323 13,814,593 1,699,337 11,970,642 4,572,842 9,598,905 1,242,039 909 399 942 365 1,951,172 855,951 2,019,535 783,333 1,330,407 857,851 1,625,319 555,734 969,911 938,285 1,204,404 721,578 794,088 501,182 932,864 375,924 602,845 371,450 723,151 253,330 7.1% 33.2% 27.4% 2.2% 6.3% 40.3% 23.6% 2.1% 5.8% 50.1% 37.1% 3.6% 6.7% 40.0% 24.2% 2.6% 8.2% 34.8% 23.4% 2.4% 16.7% 16.7% 8,7% 16.3% 16.4% 8.2% 17.0% 17.2% 8.9% 18.0% 19.0% 9.9% 20.0% 20.9% 10.4% 0.6% 285.7% 1.8% 0.7% 264.3% 2.0% 0.3% 632.8% 2.0% 0.8% 306.0% 2.6% 1.9% 234.4% 4.4% 5.4% 61.3% 5.8% 64.2% 5.7% 55.4% 6.3% 63.7% 6.5% 59.9% 19.6% 56.3% 15.1% 62.5% 9.9% 61.3% 9.4% 65.7% 10.8% 69.9% 62.9% 79.5% 99.2% 58.9% 84.2% 105.8% 59.2% 88.5% 110.3% 54.3% 88.9% 110.1% 49.8% 86.6% 108.0% 9,114 1,018 8,647 900 7,841 771 7,181 694 6,899 665 351 20 6 341 21 6 332 21 5 332 18 5 329 22 5 1,436 32,278 1,222 25,987 1,025 19,022 830 11,323 713 9,184 Balance Sheet (1) Total Assets Loan Portfolio (Net) Deposits Shareholders’ Equity Income Statement (2) Net Interest Income Commissions and Other Income Operating Expenses Net Income Profitability Indicators (%) Net Interest Income / Average Financial Assets Commissions and Other Income / Total Income Net Earnings for the Year / Average Equity (ROE) Net Earnings for the Year / Average Assets (ROA) Capital Adequacy Indicators (%) Equity / Risk-Weighted Assets (regulatory minimum 8%) (3) Equity / Risk-Weighted Assets (BIS) (4) Equity / Assets Loan Portfolio Quality Indicators (%) Past-Due and Non-Performing Loans / Gross Loan Portfolio Allowances for Loan Losses / Past-Due + Non-Performing Loans Allowances for Loan Losses / Total Income Efficiency Indicators (%) Operating Expenses / Average Total Assets Operating Expenses / Total Income Liquidity Indicators (%) Cash and Due from Banks / Deposits Cash and Due from Banks and Investment Portfolio / Deposits Other Indicators (%) Gross Loans / Deposits Financial Assets / Total Assets Financial Assets / Deposits Number of Employees Employees in Venezuela Employees Abroad Banking Distribution Network Branches in Venezuela Branches Abroad Representative Offices Automatic Teller Machines (ATM) Point of Sale Terminals (POS)5 (1) And (2) Dollar figures are given for reference purposes only and are converted at the controlled exchange rate at December 31, 2007 of Bs. 2,144.60/1US$. There is an exchange control in place in Venezuela since February 2003. (3) In accordance with the standards of the Venezuelan National Securities Commission (CNV) (4) Calculated using Consolidated Financial Statements adjusted for inflation up to 1999 in accordance with international Accounting Standard No. 29 (IAS-29) and following the standards of the Basel Committee on Banking Supervision of the Bank for International Settlements. (5) Physical points of sale M e r c a n t i l 5 S e r v i c i o s F i n a n c i e r o s Board of Directors Principal Directors Administration Gustavo A. Marturet President Gustavo A. Marturet * President Alejandro González Sosa Executive President Alejandro González Sosa * Executive President Global Chief Financial Officer Gustavo J. Vollmer H.2 Alfredo Travieso P.2 Luis A. Romero M.1 Víctor J. Sierra A.2 Gustavo Vollmer A.3 Jonathan Coles1 Roberto Vainrub3 Alternate Directors Nerio Rosales Rengifo * Global Commercial and Personal Banking Manager Philip Henríquez S. * Global Corporate and Investment Banking Manager Luis A. Sanabria U.2 Oscar A. Machado K.1 Eduardo Mier y Terán1 Luis Esteban Palacios W.2 Gustavo Galdo C.3 Miguel A. Capriles L.3 Gonzalo Mendoza M.2 Germán Sánchez Myles2 Luis A. Marturet M.3 Carlos Hellmund B.3 Gustavo Machado C.1 Francisco Monaldi M.1 Federico Vollmer A.1 Guillermo Sosa S.3 Claudio Dolman1 Carlos Zuloaga T.3 Nerio Rosales R. Armando Leirós R. Secretary Rosa M. de Costantino * Global Private Banking and Asset Management Manager Alberto Benshimol * Insurance and New Financial Businesses Manager Armando Leirós R. * Global Operations and Technology Manager Guillermo Villar * Global International Operations Manager Millar Wilson * Global Chief Risk Officer Luis Alberto Fernandes * Global Chief Legal Counsel Guillermo Ponce Trujillo Alternate Secretary Luis Calvo Blesa * Office of the Presidency Manager Julio Peña Bacalao Principal Statutory Auditor Eduardo Elvira Francisco Torres Pantin Alternate Statutory Auditor Leopoldo Machado Espinoza Umberto Chirico Legal Counsel Toribio Cabeza León Global Audit Manager Salvador Chang Global Strategic Planning Manager Guillermo Ponce Trujillo Secretary of the Board of Directors Luis Alberto Fernandes Alternate Legal Counsel Pedro Reyes O. 1 2 3 Member of the Audit Committee Member of the Compensation Committee Member of the Risk Committee Note: The Audit, Compensation and Risk Committees were created pursuant to the provisions of the By-laws and in accordance with a resolution by the Board of Directors. These committees are made up of Independent Directors, which are attended by the President and the Executive President (ex-oficio). A n n u a l 6 R e p o r t 2 0 0 7 Julio Peña Bacalao Alternate Secretary * Member of the Executive Committee Notice of Ordinary General Shareholders’ Meeting MERCANTIL SERVICIOS FINANCIEROS, C.A. Authorized Capital Bs.F. 314,493,101.40 Subscribed and Paid-in Capital Bs.F. 156,479,039,10 Caracas - Venezuela Notice of an Ordinary General Meeting of Shareholders by agreement of the Board of Directors, to be held at the Company’s head office located at Avenida Andrés Bello N° 1, Edificio Mercantil at 4 p.m. on March 28, 2008 The items on the agenda are: 1. Examine the Report submitted by the Board of Directors and the Company’s Audited Financial Statements at December 31, 2007, following a review of the Statutory Auditors’ Report. 2. Examine the Report by the Board of Directors on the Level of Compliance with Corporate Governance Principles, contained in Resolution N° 19-1-2005 issued by the National Securities Commission on February 2, 2005. 3. Consider the “Proposal to partially amend the Bylaws of Mercantil Servicios Financieros, C.A., presented by the Board of Directors of Mercantil Servicios Financieros, C.A. for consideration by the Ordinary General Shareholders’ Meeting on March 28, 2008.” 4. Appoint the Board’s Officers and their Alternates in accordance with the Company Bylaws and set their remuneration. 5. Appoint the Statutory and Alternate Auditors and set their remuneration. 6. Consider the “Proposal for the Seventeenth Phase of the Company’s Stock Repurchase Program,” submitted by the Board of Directors of Mercantil Servicios Financieros, C.A. for consideration by the Ordinary General Shareholders’ Meeting on March 28, 2008.” 7. Consider the “Proposal to declare Mercantil Servicios Financieros, C.A. dividends for 2008, submitted by the Board for consideration by the Ordinary General Shareholders’ Meeting on March 28, 2008.” N.B. The shareholders are hereby informed that the Balance Sheet, Income Statement, Statement of Capital Account Movement and Statement of Cash Movements for the year ended December 31, 2007, duly examined by External Auditors Espiñeira, Sheldon y Asociados; the Statutory Auditors’ Report; the Board of Directors Report; the Report by the Board of Directors on the Level of Compliance with Corporate Governance Principles; the “Proposal to partially amend the Bylaws of Mercantil Servicios Financieros, C.A.,” submitted for consideration by the Ordinary General Shareholders’ Meeting on March 28, 2008”; the “Proposal for the Seventeenth Phase of the Company Stock Repurchase Program, submitted by the Board of Directors of Mercantil Servicios Financieros, C.A. for consideration by the Ordinary General Shareholders’ Meeting on March 28, 2008”; the “Proposal to declare dividends for 2008 of Mercantil Servicios Financieros, C.A. submitted by the Board of Directors for consideration by the Ordinary General Shareholders’ Meeting on March 28, 2008”; and the short-list of candidates for the positions of Statutory and Alternate Auditors, will be available at the Secretariat of the Board of Directors of the Company, located at Avenida Andrés Bello N° 1, Edificio Mercantil, 35th floor, Caracas. In accordanace with the provisions of the Company Bylaws, the shareholders are hereby informed that for each group of Common “A” shares representing at least twenty percent (20%) of the capital subscribed by those shares, they are entitled to nominate and appoint the corresponding Directors and their Alternates. Caracas, March 12, 2008 On Behalf of Mercantil Servicios Financieros, C.A. Guillermo Ponce Trujillo Secretary of the Board of Directors M e r c a n t i l 7 S e r v i c i o s F i n a n c i e r o s GOLDSCHMIDT, Gertrud (GEGO) Tejedura (89/22) • 1989 • Paper strips and crayon • 23,9 x 20,5 cm Board of Directors’ Report Caracas, March 12, 2008 Dear Shareholders, We are pleased to submit for your consideration Mercantil Servicios Financieros’ consolidated results and main activities for the second semester of 2007 as well as for the whole year. The Financial Statements of Mercantil Servicios Financieros included in this report, consolidate the activities of its subsidiaries and were prepared in accordance with the standards of the National Securities Commission (CNV). They are also included as supplemental information in keeping with the accounting standards generally accepted in Venezuela and have been examined by the Company’s external auditors Espiñeira, Sheldon y Asociados, whose separate report can be found in the inside back cover of this report. Financial Results MERCANTIL reported net income of Bs. 783.333 million (US$ 365 million*), in 2007, of which Bs. 238,958 million correspond to the first semester and Bs. 544,375 million to the second. The main contributors to these profits were Mercantil, C.A., Banco Universal with Bs. 472,889 million; Mercantil Seguros, C.A. with Bs. 70,121 million; Mercantil Commercebank Holding Corporation with Bs. 65,843 million and Mercantil Merinvest, C.A. with Bs. 8,395 million. net income the year is 41.0% higher than the Bs. 555,734 million recorded at December 31, 2006. Total assets reached Bs. 39,049,551million (US$ 18,208 million), 23.1% higher than the level registered as of December 31, 2006. Equity closed at Bs. 3,407,614 million (US$ 1,589 million), 31.6% higher than in December 2006. The loan portfolio increased 32.6% to Bs. 19,338,493 million (US$ 9,017 million), compared with Bs. 14,580,274 million (US$ 6,799 million) at the close of 2006. The quality of the loan portfolio remained highly favorable. The ratio of Past Due and In Litigation Loans to Gross Loan Portfolio was 0.6%, considering the overall loan portfolio of Mercantil Servicios Financieros, which consolidates the portfolios of Mercantil, C.A., Banco Universal, Mercantil Commercebank Holding Corporation, Mercantil Bank (Schweiz) AG, Mercantil Bank Curaçao N.V. and Banco del Centro S.A. This ratio was 0.7% at the close of 2006. The ratio of Allowances for Loan Losses over Past Due and Non-performing Loans was 285.7%, compared with 264.3% at December 31, 2006. * All figures stated in US$ are converted at the official exchange rate of Bs. 2,144.60 per US$ M e r c a n t i l 9 S e r v i c i o s F i n a n c i e r o s The efficiency ratio measured by calculating operating expenses as a percentage of average assets, was 5.4%, compared to 5.8% in 2006; while the efficiency ratio, measured by calculating operating expenses as a percentage of total income was 61.37%, compared to 64.9% in 2006. The Equity/Risk-Weighted Assets ratio was 17.7% (regulatory minimum 8%). This ratio was 16.3% in 2006 and it is determined according to the guidelines of the National Securities Commission (CNV) which are based on the standards of the Basel Committee on Banking Supervision of the Bank for International Settlements. MERCANTIL’s audited financial statements at the close of 2005, prepared according to US-GAAP have been available on MERCANTIL’s website since September 2006. The statements at the close of 2006 are also available on the same page. Mercantil Servicios Financieros is the only financial institution in Venezuela that, in addition to presenting its financial statements in accordance with Venezuelan accounting standards, presents them according to US-GAAP, providing international investors with a useful tool for making financial decisions. As planned, the Company will also be presenting the full year 2007 financial statements of Mercantil Servicios Financieros and Mercantil C.A., Banco Universal in accordance with US GAAP in April 2008. Net income per share in 2007 was Bs. 7,959 (US$ 3.7), 38.4% higher than in 2006. As stated in the Board of Directors First Semester 2007 Report to the Shareholders, Mercantil Servicios Financieros launched a Public Stock Offering in July and August 2007, of 45 million common Class “A” and “B” shares distributed into 26.1 million common Class “A” shares and 18.9 million common Class “B” shares. This share issue was fully subscribed and paid in. The purpose of the Offering was to increase Mercantil’s shareholder base in order to enhance its operations and expand its business. The funds generated were added to Mercantil’s existing funds and used principally to finance the equity growth of the Mercantil, C.A. Banco Universal subsidiary and shore up Mercantil’s insurance and asset management businesses. During the second semester, the third and fourth portions of the ordinary cash dividend totaling Bs. 24,455,643,024.00 (Bs. 12.00 per share) were paid. These amounts, in addition to the sums paid out in the first half of the year, corresponding to the first and second portions of the ordinary cash dividend of Bs. 17,126,853,240.00 (Bs. 12.00 per share), and the extraordinary cash dividend of Bs. 29,945,807,820.00 (Bs.30.00 per share), totaled Bs. 71,528,304,084.00. An additional dividend of 2 shares for every 5 held was made, totaling Bs. 42,779,725,350.00. This sufficiently exceeded the statutory requirements of the Capital Market Law on this matter. With the payment of the first and second portions of the ordinary cash dividend and the extraordinary cash dividend paid in the first semester of 2007, the requirements of the Capital Market Law regarding the payment of cash dividends for 2007 were more than satisfied. Between May and December 2007, Mercantil Servicios Financieros, C.A. placed two unsecured bond issues. The 2007-I issue was for Bs. 100 billion bolivars (Bs. 100,000,000,000.00) and was fully subscribed, and the 2007-II issue was for Bs. 180 billion, of which Bs. 80 billion had been fully subscribed as of December 31 and Bs. 44,375.7 billion had been placed. These issues were offered in installments ranging from eighteen (18) and sixty (60) months and were rated A2 by the rating agencies FITCH Venezuela S.A., Sociedad Calificadora de Riesgo and CLAVE, Sociedad Calificadora de Riesgo, C.A. Two issues of commercial papers were also offered, 2007I and 2007-II, for a total of Bs. 120 billion of which Bs. 100,592.4 billion had been placed at the close of the year. A n n u a l 10 R e p o r t 2 0 0 7 The Stock Repurchase Program initiated in May 2000, is currently in its Sixteenth Phase, which was approved at the Shareholders’ Meeting held on September 28, 2007, and will expire on April 1, 2008. As of December 31, 2007 a total of 183,428 common Class “A” shares and 153,838 common Class “B” shares constitute Treasury stock. MERCANTIL’s Board of Directors at its September 6, 2007 meeting, as authorized by the The sixteenth phase of the Stock Repurchase Program will respective General Shareholders’ Meetings, agreed to redeem 3,364,665 common Class “A” end on April 1, 2008. shares and 1,752,079 common Class “B” shares held as treasury shares, thus redeeming all the treasury shares acquired during the twelfth, thirteenth and fourteenth phases. This redemption resulted in a Bs. 767,511,600.00 reduction in the Company’s paid-in capital, bringing it to Bs. 156,479,039,100.00. Furthermore, at its December 13, 2007 meeting, the Board of Directors as authorized by the General Shareholders’ Meeting, agreed to redeem 1,826,959 common Class “A” shares and 1,529,365 common Class “B” shares held as treasury shares acquired during the fifteenth phase and during the period elapsed since the start of the sixteenth phase, up to December. As a result of this redemption, the company’s paid-in capital decreased by Bs. 503,448,600.00 to 155,975,590,500.00. In view of the scope of the Monetary Conversion Act which came into effect on January 1, 2008, the Extraordinary General Shareholders Meeting held on December 10, 2007, approved the Board of Directors’ proposal to increase the nominal value of the company’s shares from Bs. 150.00 to Bs. 1,500.00, through the exchange of 10 shares with a nominal value of Bs. 150.00 per share with a nominal value of Bs. 1,500.00, thereby reducing the number of shares comprising the capital stock by ten (10). This exchange, in accordance with the terms of the proposal presented and approved by that Extraordinary Shareholders Meeting took place on December 20. All the necessary changes were made to the Company’s ADR program to bring it in line with the adjustments resulting from this change. By virtue of the provisions of the above-mentioned decree, the nominal value of Mercantil Servicios Financieros’ shares as of January 1, 2008, is Bs. F 1.50. In order to highlight the value of the Mercantil brand in the field of Banking, Insurance and Asset Management in Venezuela and abroad, the Board of Directors at its August 23, 2007 meeting, approved the use of the Mercantil brand name by all its subsidiaries in Venezuela and abroad. Therefore the name Mercantil replaces the former names of the subsidiaries in order to align their corporate identities. This change took effect at the end of 2007. M e r c a n t i l 11 S e r v i c i o s F i n a n c i e r o s Given the volume and complexity of the Company’s activities and in accordance with its succession policy, last December the Board of Directors agreed to separate the positions of President and Executive President which, according to the statutory provisions since the Company was incorporated, had been held by Dr. Gustavo A. Marturet. Dr. Marturet will continue as President of the Company, while the position of Executive President will be held by Mr. Alejandro González Sosa. Based on the recommendations of the Compensation Committee which in turn received advice for this purpose from the consulting firm McKinsey & Co., the Board of Directors decided to assign the following responsibilities to the President, in addition to those stipulated in the company’s by-laws: Legal Counsel, Strategic Planning, Global Risk, Human Resources, Institutional Marketing and Corporate Communications. The Audit Unit and the Secretariat, which report directly to the Board of Directors, will continue to be administratively dependent on the Office of the President. The Executive President will report to the President of the Company. The following global business and support units will report to the Executive President: Commercial and Personal Banking; Corporate and Investment Banking; Private Banking and Asset Management; Insurance and New Business; Operations and Technology and International Operations. The Executive President will also be responsible for the Executive Coordination of all Mercantil’s subsidiaries. The Extraordinary General Shareholders’ Meeting held in December 2007 approved the proposal to increase the nominal value of Mercantil’s stock from Bs. 150 to Bs. 1,500. A n n u a l 12 R e p o r t 2 0 0 7 Economic Climate Global During 2007 the world economy remained favorable, despite the uncertainty as a result of recent adjustments in the real estate markets of a number of countries and their potential effects on credit and derivatives markets. The sub-prime mortgage crisis and its repercussions on internationally traded packaged products during the second semester was one of the clearest reflections of the risks of financial globalization. New sources of risk have also arisen in the area of inflation due to the rapid increase in the demand for internationally traded commodities and their limited supply. Even so, the dynamism of emerging countries like China, India, Brazil, Russia and the Asia-Pacific region Despite the uncertainty of real estate markets in a number of countries, the world economy registered favorable results in 2007 as a whole have more than offset the expected slowdown of the mature economies, and in particular the North American and European economies. In effect, China’s economy grew 11.3% and India’s 8.8%, both higher than foreseen. United States The US economy was affected since the second semester of 2006 by the adjustment in the sale and construction of homes. Despite some signs of a recovery in the first three quarters of 2007, during the last quarter of the year the potential threats to US consumer confidence seem to have heightened. This loss of confidence, combined with higher energy prices and the deterioration of the (adjustable rate) sub-prime mortgage portfolio, are undermining the spending capacity of households already under pressure to make mortgage repayments. Fourth quarter 2007 unemployment rose to 4.8%, closing at 5% in December (its highest level in the last 2 months). The residential property market, on the other hand, is still in recession, as can be seen from: the increase in single family used homes (4,453,000 homes in October, 15 percentage points up on 2006). This situation contributed to the fall in residential investment for the sixth quarter running, in what appears to be a clear sign that the supply is adjusting to the weak demand. Faced with this situation, in September the Federal Reserve, decided for the first time in 4 years to reduce the short-term lower interest rate by 50 basis points (to 4.75%).This was followed by drops of 25 basis points in October and December. M e r c a n t i l 13 S e r v i c i o s F i n a n c i e r o s Latin America The region continued to grow satisfactorily, averaging 5.6%, similar to the 2006 level. This expansion was favored by the growth of the global economy, the high prices of its main exports, above all basic commodities, and the strength of domestic consumer and investment demand. Despite the significant increase in imports (18.1), better terms of regional trade (2.6%) and a slight increase in the volume of exports enabled the current account to show a surplus of 0.7% of the GDP (1.7% in 2006). The expansion of public spending, despite revenue growth, resulted in a turnaround of the global surplus of 0.1% of the 2006 GDP into a 0.1% deficit. However, the majority of the countries registered primary surpluses (excluding public debt interest). High energy costs, the boom in agricultural prices and demand pressures, rising to 6.1% compared with 5% in 2006. Unemployment fell from 8.6% to 8% and real wages rose by 1.5%. Venezuela The Venezuelan economy grew 8.4% en 2007. Tradables are still the most dynamic sectors: Communications 21.7%, Financial Institutions and Insurance 20.6%, Commerce 17.3%, Transportation and Storage 13.7% and Construction 10.2%, while tradable activities increased moderately: Manufacturing 7.5% and Mining 1.4%. Oil products fell dropped 5.3%. Unemployment to November 2007 closed at just 6.3% (8.8% during the same period in 2006). However, GDP expanded slower than aggregate demand which grew 18.7%, in terms of consumption (16.1%), and fixed capital formation (24.5%), resulting in faster rising inflation. Thus, despite the increase in imports (32% in real terms), point inflation closed at 22.5% (17% in 2006), with a market upturn in the fourth quarter. High oil prices (the Venezuelan basket averaged US$ 65.2/bbl vs. US $56.4/bbl in 2006), enabled the comfortable trade balance surplus to be repeated (US$ 24.993 million, US$ 7.7 billion less than in 2006), despite the fact that imports grew US$ 12 billion. The Capital and Financial account deficit, due above all to the accumulation of external assets in public and private sector savings funds (PDVSA bond and Bono del Sur II and III placements) and debt payments resulting from the nationalization of the electric, telephone and oil companies, led to a global balance of payments deficit of US$ 5,922 million (compared with a US$ 5,138 million surplus in 2006). Fiscal management behaved differently during the previous three-year period, reflecting a clear slowdown in spending (an estimated real reduction of 2%), closing with a financial deficit of just 1%. This gap was easily financed through domestic debt issuances and amounts drawn on previously accumulated national treasury surpluses. A n n u a l 14 R e p o r t 2 0 0 7 This fiscal moderation attenuated the monetary injection generated by fiscal spending which, together with PDVSA’s and Central Government‘s debt issues and the rise in the demand of monetary liquidity: 31.5% compared with 69.3% in 2006. The monetary policy adjusted to the fiscal policy and to the public indebtedness strategy, by permitting the net maturity of monetary absorption instruments (Certificates of Deposit and Repos). The balance of those paper issues fell by around 61.4% during the year. This monetary strategy was complemented by the increase in the reserve ratio and adjustments in low-interest deposit rates (from 6.5% to 10% on savings deposits and liquid assets and 10% to 11% on time deposits). Lending rates averaged 16.7%, 200 basis points higher than in 2006, despite the significant increase in November (19.9%) and December (21.7%), in response to the rise in the cost of deposits and the application of the Tax on Financial Transactions. Despite those average increases in all interest rates, rapid inflation made them negative in real terms. Products and Services New products and services were developed and made available in 2007 to meet customers’ growing needs. During the first half of 2007, the Mercantil, C.A., Banco Universal subsidiary included the new Gold and Platinum “Visa and MasterCard New Professionals” credit cards in its product portfolio. Additionally, as of August 2007, the Llave Mercantil debit card holders have the opportunity to set their Credit Card’s password through the Mercantil Call Center, automatically and immediately without having to go to an administrative office. Mercantil, C.A., Banco Universal, maintaining its technological leadership, is the first institution to develop a tool that allows carrying out electronic transactions more securely by making available a new authentication instrument to Personal On-line Clients through the “E-Security Card” which replaces the former authentication method. As of October 10, all the Bank's customers can consult their loan balances and transactions electronically through Mercantil Personal On-line Banking and the Mercantil Call Center (CAM) which allows them to consult immediately and automatically Mortgage Loans, Vehicle Loans, Microenterprise Loans (only via Mercantil Personal On-line Banking) and Personal Loans. In addition to the loan query option, Personal On-line Banking includes Credit Card Activation options; direct debits (Mercantil Banco Universal is Venezuela’s first bank to offer this facility); and Improvements to the Affiliation module which enables changes to be made to the affiliated services data and to increase the number of third party accounts and the number of other accounts affiliated from National Banks for transferring purposes. M e r c a n t i l 15 S e r v i c i o s F i n a n c i e r o s Since December 1, 2007 the Bank has been offering the “Mercantil Purchases Club” to its clients. This scheme was designed to grant benefits such as discounts and promotions at participating stores, to Mercantil debit and/or credit card holders through Mercantil points of sale in these establishments. The Venezuelan Standardization and Quality Certification Fondonorma approved the ISO 90001:2000 certification for customer transactions carried out through cashiers at type “A” branches and ratified eight lines of services. approved the Institute ISO (FONDONORMA 9001:2000 Quality Management Systems certification for customer transactions through cashiers at Mercantil, C.A. Banco Universal’s 93 “A” category offices nationwide. These transactions were audited by the Institute. FONDONORMA had already certified another eight lines of service and will be continuing with its policy to certify the quality of all the bank’s products and services. In August 2007, Mercantil Seguros C.A. introduced an efficient new “Automobile Claim Reporting Telephone Service” so policyholders can make vehicle claims quickly and easily. The “Combined Residential Policy” is now available for homeowners to safeguard property and occupants in the event of loss or damage caused by unforeseen events. The Mercantil Commercebank subsidiary is one of the largest privately owned banks in South Florida with fifteen offices, including a branch in Manhattan, New York and another in Houston, Texas. Mercantil Commercebank offers a wide variety of Personal, Business and Corporate banking services at home and abroad, including equity and trust fund management through its Mercantil Commercebank Investment Services Inc. and Mercantil Commercebank Trust Company, N.A. subsidiaries. At year end the Bank registered US$ 5.5 billion in assets, 11.4% more than the previous year. Deposits increased 16% while loans grew 17%, closing the year at US$ 3 billion. Capital increased US$ 76 million (19%), closing the year at US$ 471 million. Net income was US$ 42 million, 14% down on 2006, due to a drop in the financial margin as a result of the slowdown of the US economy and lower interest rates. For MERCANTIL the bank’s presence in Switzerland through the Mercantil Bank (Schweiz) subsidiary is an asset to the European market and a major contribution to its goal to meet its clients’ global financial needs. Cooperation with its subsidiaries in Venezuela and the United States remains the basis of its business model and it continues to develop its management capacity in order to provide efficient services, principally in the field of Private and Corporate Banking and Foreign Trade. A n n u a l 16 R e p o r t 2 0 0 7 At the close of 2007, this subsidiary has CHF 379 million in assets, 10.9% more than in 2006, while managed assets rose 24% year over year to total CHF 808 million. Acknowledgements The US magazine Global Finance, which specializes in the analysis of international financial markets, awarded Mercantil. C.A., Banco Universal its prizes as the “Best Foreign Trade Services and Products Provider in Venezuela” and the “Best Trade Finance Bank in Venezuela” Mercantil Servicios Financieros is the only Venezuelan institution on the list of the Top 2000 Leading Companies in the World published by Forbes magazine. The position obtained was based on the evaluation of income, profitability, asset growth and market capitalization. Mercantil Commercebank Holding Corporation, a subsidiary of Mercantil Servicios Financieros in the United States, was awarded the Greater Miami Chamber of Commerce’s prize as the finalist in the Good to Great 2007 program of regional prizes which acknowledges companies operating in South Florida for carrying out the ideas expressed in the bestselling book Good to Great by Jim Collins. Working Environment For the third year running the prestigious Great Place to Work® Institute which is recognized in more than 28 countries and three continents on the analysis of human resources-related topics was commissioned to assess the working environment and human resources management practices among the staff of all the subsidiaries of Mercantil Servicios Financieros in Venezuela and abroad. Each year the Institute issues a list of the 10 best companies to work for in each of the countries in which it is involved. The Mercantil, C.A. Banco Universal subsidiary was ranked eighth and was the only Venezuelan company from the banking system included in the ranking. Mercantil and its subsidiaries in Venezuela and abroad carry out ongoing training and development programs that allow all their staff to improve their professional training and keep their knowledge up to date. These programs are implemented using on-site and ELearning methods, with adequate control and supervision. More than 414,000 teaching hours were clocked up in 2007, at an approximate investment of Bs. 10,517 Million. A total of 35,920 workers took part in the training which included almost 100% of the staff, averaging approximately 39 hours of training per worker. M e r c a n t i l 17 S e r v i c i o s F i n a n c i e r o s Social Responsibility Mercantil’s social commitment is one of the main principles of its strategic vision, “to be an integral institution and an important factor in the development of the communities it serves.” Mercantil’s direct social investment in 2007 through Fundación Mercantil and its Venezuelan subsidiaries Mercantil Banco Universal, Mercantil Seguros and Mercantil Merinvest in Venezuela, and its US subsidiary Mercantil Commercebank, totaled Bs. 11,961million. It also delivered Bs. 1 billion to Fundación Mercantil to strengthen the equity fund that finances donations and sponsorship. To further the country’s economic and social development and enhance the quality of life of the communities, through a joint effort between non-governmental organizations, official institutions and MERCANTIL’s employees and their families, the Company’s contributions were distributed as follows: 57% for educational institutions and 43% for social development, health, cultural and religious institutions The 25th anniversary of the “Ponle Cariño a tu Colegio” (Give your School a Helping Hand) highlighted the importance of its development activity implemented in conjunction with the Foundation for Educational Buildings – FEDE – and is a program that supports Venezuelan education and community action and is a national benchmark in this field. Equally important is the nationwide support given to educational projects on a nationwide scale by the “Fe y Alegría” institution and the Venezuelan Scout Association. A number of agreements were signed and contributions made to various higher education institutions, mainly the following universities: Universidad Católica Andrés Bello, Central de Venezuela, Simón Bolívar, Zulia, Metropolitana, in addition to direct support for several academic development initiatives promoted by the students, Direct support was given to the social and cultural programs implemented by a number of organizations, in particular Fundación de Amigos del Niño con Cáncer, Fundación Cardioamigos, Comedores Madre Teresa de Cálcuta, Cáritas de Venezuela, Fundación Camerata de Caracas and Fundación para la Educación Eclesiástica Juan Pablo II. Mercantil continues to develop its “Social Capital Funds” program which seeks to strengthen the beneficiary institutions and make them self-sustainable. In the United States, and mainly in South Florida, support was given to the programs of the following organizations: March of Dimes, Habitat for Humanity, American Red Cross and the Anti-Cancer League, as well as the scholarship agreement with Florida International University. Commercebank, MERCANTIL’s subsidiary in the United States, continued its social commitment in support of the work undertaken by social, religious and healthcare institutions in southern Florida, New York and Houston, such as the American Red Cross, Habitat for Humanity, Junior Achievement, Catholic Charities and Community Partnership for the Homeless. Special mention is due to the important and growing voluntary participation of MERCANTIL’s staff during 2007 in the different educational and social activities of various institutions in the communities in which it operates. A n n u a l 18 R e p o r t 2 0 0 7 Prevention and Control of Money Laundering Money laundering prevention and control is a priority for MERCANTIL and is part of the organizational culture. The Company has maintained the internal control and monitoring standards necessary to ensure the early detection of money laundering operations in each of the activities of its subsidiaries and has stepped up staff training in this area. To ensure compliance with anti-money laundering legislation, Mercantil has a “Comprehensive Money Laundering Prevention and Control System” in place in Venezuela and its foreign subsidiaries, as well as Operational and Follow-Up, and Monitoring and Oversight plans. It systematically applies its “Know your Customer” policy which is the pivotal point of its anti-money laundering program. Relations between bank officials and employees have continued to evolve within the traditional spirit of harmony and cooperation and the Board of Directors wishes to acknowledge them for their efficiency and dedication. Pursuant to a Resolution passed by the National Securities Commission (CNV), the contents of form CNV-FG-010 shows remunerations paid to Company Directors and Executives during the first semester amounting to Bs. 2,741,338,654.09. During the semester, a number of Alternate Directors attended Board meetings, either standing in for Directors in their absence, or as invitees. On the occasion of the Chairman's temporary absences, some of his CEO functions were delegated to members of the Executive Committee. Yours sincerely, Gustavo A. Marturet Alejandro González Sosa Gustavo Vollmer H. Alfredo Travieso P. Luis A. Romero M. Gustavo Vollmer A. Jonathan Coles W. Víctor J. Sierra A. Roberto Vainrub A. M e r c a n t i l 19 S e r v i c i o s F i n a n c i e r o s GOLDSCHMIDT, Gertrud (GEGO) Sin título • 1968 • Ink on paper • 38 x 33 cm Statutory Auditors’ Report February 25, 2008 Letter to Shareholders of Mercantil Servicios Financieros, C.A. Dear Shareholders, In our capacity as Statutory Auditors of this Company, and in conformity with the provisions of Articles 287 and 311 of the Commercial Code, we are pleased to inform you that we have examined the consolidated balance sheet of Mercantil Servicios Financieros, C.A. and its subsidiaries as of December 31, 2007 and the related consolidated income statements and statement of shareholders’ equity and cash flows for the period then ended. The preparation of these financial statements and their notes is the responsibility of the management of Mercantil Servicios Financieros, C.A. Our responsibility is to express an opinion on these financial statements based on our audits. Our examination was conducted in accordance with generally accepted auditing standards and therefore included selective tests of the accounting records and other audit procedures we deemed necessary in the circumstances. We have also taken into account the Report of external auditors Espiñeira, Sheldon y Asociados for the same period, which should be treated as an integral part of this report, with whose content we agree, and which we attach hereto. Based on our analysis, we take the liberty of pointing out that the Company maintains adequate controls over its loan and investment portfolios which are subject to ongoing analysis and monitoring so that the appropriate provisions can be created. The Company likewise maintains the provisions prescribed in its Bylaws and declares and pays the dividends to which it is obligated under its Bylaws and the Law. Furthermore, the Company’s internal accounting controls and policies justify our view that there is no current or potential risk of conditions that are likely to weaken its financial position. In our opinion, the aforementioned consolidated financial statements present fairly the financial position of Mercantil Servicios Financieros, C.A. and its subsidiaries at December 31, 2007 and the results of their operations and cash flows for the period then ended, in conformity with the National Securities Commission’s (CNV) standards. The Company presents as supplemental information, financial statements prepared in accordance with the generally accepted accounting standards of the Federation of Venezuelan Public Accounting Associations. Yours faithfully, Eduardo Elvira Francisco Torres Pantin Statutory Auditor Statutory Auditor Encl. Report of Espiñeira, Sheldon y Asociados. M e r c a n t i l 21 S e r v i c i o s F i n a n c i e r o s GOLDSCHMIDT, Gertrud (GEGO) Nexus • 1991 • Serigraph on paper • 76,8 x 57,7 cm Financial Statements (Pursuant to the standards of the Venezuelan National Securities Commission - CNV) Balance Sheet Unconsolidated (in millions of Bs.) 2007 2006 2005 Year Ended bolivars bolivars bolivars 6,543 3,881,759 100,520 3,988,822 148 3,129,895 54,482 3,184,525 280 2,512,074 18,871 2,531,225 Total Liabilities 394,968 186,240 581,208 283,871 311,231 595,102 175,748 186,953 362,701 Shareholders’ Equity 3,407,614 2,589,423 2,168,524 Total Liabilities and Shareholders’ Equity 3,988,822 3,184,525 2,531,225 Assets Cash and Due from Banks Investment Portfolio Other Assets Total Assets Liabilities and Shareholders’ Equity Unsecured Bonds and Commercial Papers Other Liabilities Income Statement Unconsolidated (in million of Bs.) 2007 2006 2005 Year Ended bolivars bolivars bolivars 23,470 18,628 8,853 916,787 940,257 636,663 655,291 781,143 789,996 Total Expenses 89,988 66,936 0 156,924 56,500 43,057 0 99,557 31,516 36,811 91 68,418 Net Income 783,333 555,734 721,578 Income Financial Income Equity Investments in subsidiaries Total Income Expenses Operating Financial Income Tax M e r c a n t i l 23 S e r v i c i o s F i n a n c i e r o s Consolidated Balance Sheet (in millions of Bs. and US$) Year Ended Assets 2007 2007 2006 2005 2004 2003 US$ (1) bolivars bolivars bolivars bolivars bolivarss 197 2,431 2 52 177 0 422,006 5,213,551 4,238 110,590 378,624 (315) 346,024 2,911,146 2,867 60,277 499,530 (230) 279,218 1,245,753 2,654 99,434 303,895 ( 186) 188,687 939,503 222 52,803 121,877 ( 3) 168,682 721,574 1,727 68,349 79,856 ( 1,249) 2,858 6,128,694 3,819,614 1,930,768 1,303,089 1,038,939 121 2,756 512 16 1,863 82 260,393 5,910,348 1,096,678 33,520 3,995,194 176,074 398,438 6,272,875 657,125 16,294 4,305,053 309,436 122,553 5,769,223 812,221 76,512 3,096,957 123,179 10,362 3,870,128 814,594 304,343 2,350,023 422,582 14,392 2,597,331 729,555 132,518 2,028,590 167,072 5,349 11,472,207 11,959,221 10,000,645 7,772,031 5,669,458 152 324,579 92,808 0 0 0 9,114 12 55 4 19,545,543 24,644 116,978 7,779 14.726.303 28.414 103.767 7.283 11.457.264 30.583 31.723 4.531 7.384.726 57.974 52.625 10.657 4.595.660 97.484 78.634 10.904 9,184 ( 166) 9,017 19,694,944 ( 356,452) 19,338,492 14,865,767 ( 293,500) 14,572,267 11,524,101 ( 229,404) 11,294,697 7,505,982 ( 193,659) 7,312,323 4,782,682 ( 209,840) 4,572,842 115 27 10 199 482 245,939 57,318 22,462 426,255 1,033,606 186,174 36,784 5,068 319,368 725,663 157,619 26,107 6,633 267,556 590,483 125,921 23,968 12,628 236,190 326,709 116,705 16,867 16,417 222,136 317,278 18,208 39,049,552 31,716,967 24,274,508 17,112,859 11,970,642 Cash and Due from Banks Cash and Due from Banks Central Bank of Venezuela Venezuelan Banks and other Financial Institutions Foreing Banks and Other Financial Institutions Pending Cash Items (Allowance for Cash and Due from banks) Invesments Portfolio Invesments in Trading Securities Invesments in Securities Available-for-Sale Invesments in Securities Held-to-Maturity Share Trading Portfolio Invesments in Time Deposits and Placements Restricted Investments and Repos Financial Direct Assets Loan Portfolio Current Restructured Past-Due In Litigation (Allowance for losses on Loan Portfolio) Interest and Commissions Receivable Long-Term Investments Assets Available for Sale Property and Equipment Other Assets Total Assets (1) Dollar figures are given for reference purposes only and are converted at the controlled exchange rate at December 31, 2007 of Bs. 2,144.60/1US$. There is an exchange control in place in Venezuela since February 2003. A n n u a l 24 R e p o r t 2 0 0 7 Consolidated Balance Sheet (in millions of Bs. and US$) Year Ended Liabilities and Shareholders’ Equity 2007 2007 2006 2005 2004 2003 US$ (1) bolivars bolivars bolivars bolivars bolivars 3,098 3,818 4,093 3,80 6,644,492 8,188,269 8,777,472 7,677,380 5,128,745 6,221,425 7,160,491 6,736,211 3,326,303 4,670,412 5,316,585 6,166,201 2,324,085 3,748,700 3,870,420 3,871,387 1,600,699 2,686,936 2,952,028 2,359,242 14,589 31,287,613 25,246,872 19,479,501 13,814,593 9,598,905 166 356,144 259,087 170,583 102,131 93,550 166 356,144 259,087 170,583 102,131 93,550 75 34 30 37 274 318 54 2 161,279 72,000 64,597 80,081 588,320 681,983 115,049 3,488 267,726 100,000 163,367 83,711 395,286 581,313 140,046 5,168 176,537 45,000 83,653 189,173 0 261,955 78,422 138,858 121,977 32,122 59,468 295,818 0 39,493 50,206 34,128 31,035 3,031 3,629 251,345 0 1,233 18,949 47,916 824 1,766,797 1,736,617 973,598 633,212 357,138 22 903 114 47,771 1,936,796 244,656 37,130 1.576,382 268,247 40,080 1,246,326 193,186 20,616 667,616 172,521 22,116 516,399 137,655 16,618 35,639,777 29,124,335 22,103,274 15,410,690 10,725,763 1 2,161 3,209 2,708 2,832 2,840 73 90 94 78 156,479 191,709 201,668 166,715 107,717 191,709 52,304 166,715 113,352 191,709 53,890 166,715 82,490 191,709 56,582 163,673 82,928 191,709 55,833 163,673 128 1,141 (6) 273,672 2,447,230 (12,900) 267,820 1,823,396 (13,950) 275,270 1,492,805 (139,197) 260,536 882,269 (129,767) 166,633 542,891 (12,029) (14) (29,127) (25,170) (25,292) (23,875) (15,623) 6 12,168 18,882 39,274 215,720 66,024 1,589 3,407,614 2,589,423 2,168,526 1,699,337 1,242,039 18,208 39,049,552 31,716,967 24,274,508 17,112,859 11,970,642 Liabilities Deposits Non-Interest Bearing Checking Accounts Interest Bearing Cheking Accounts Saving Deposits Time Deposits Debt Authorized by the National Securities Commission Publicly Offered Debt Securities Financial Liabilities Obligations with Banks and Savings and Loan Institutions In Venezuela up to one year In Venezuela for more than one year Abroad up to one year Abroad for more than one year Financial liabilities indexed to Securities Liabilities Under Repurchase Agreements Other Liabilities up to one year Other Liabilities for more than one year Interest and Commissions Payable Other Liabilities Subordinated Debt Total Liabilities Minority Interest in Consolidated Subsidiaries Shareholders’ Equity Capital Paid-Up Capital Maintenance of Paid-In Capital Premium for Issuing Stock Capital Reserves Adjustment for Conversion of Net Assets by Subsidiaries Abroad Retained Earnings Shares Repurchased and Held by Subsidiaries Repurchased shares restricted for employees´ stock option plan Unrealized Gain from Adjustment at Market Value of Investments Total Shareholders’ Equity Total Liabilities and Shareholders’ Equity (1) Dollar figures are given for reference purposes only and are converted at the controlled exchange rate at December 31, 2007 of Bs. 2,144.60/1US$. There is an exchange control in place in Venezuela since February 2003. M e r c a n t i l 25 S e r v i c i o s F i n a n c i e r o s Consolidated Income Statement (in millions of Bs. and US$) Year Ended 2007 2007 2006 2005 2004 2003 US$ (1) bolivars bolivars bolivars bolivars bolivars 5 371 1,111 14 11,525 796,618 2,383,451 29,838 16.505 678,562 1,585,296 1,132 9,176 618,697 1,043,729 0 4,612 509,014 650,036 0 9,655 488,911 578,886 0 1,501 3,221,432 2,281,495 1,671,602 1,163,662 1,077,452 Interest on Demand and Savings Deposits Interest on Time Deposits Interest on Securities issued by the institution Interest on Financial Liabilities 248 183 41 61 532,103 392,150 88,407 130,703 361,659 374,582 29,180 77,289 227,307 324,709 17,240 66,220 131,446 134,981 15,778 34,468 100,603 166,308 20,485 26,661 Total Interest Espenses 533 1,143,363 842,710 635,476 316,674 314,057 Net Interest Income 968 2,078,069 1,438,785 1,036,126 846,988 763,395 59 126.897 108.378 66.215 52,900 160,550 909 1,951,172 1,330,407 969,911 794,088 602,845 19 2 85 15 19 (1) 82 178 40,682 3,765 181,808 32,576 41,333 (1,537) 176,560 380,764 38,816 2,020 153,105 24,622 32,909 9,494 149,389 447,496 33,680 1,250 99,250 21,080 22,644 126,427 324,231 309,723 23,351 935 72,762 15,821 16,030 78,846 49,072 244,365 17,149 3,361 69,603 7,263 6,508 48,993 34,955 183,618 399 855.951 857,851 938,285 501,182 371,450 495 (413) 1,061,618 (885,954) 675,611 (562,175) 443,353 (341,618) 286,952 (222,975) 213,461 (178,280) 82 175,664 113,436 101,735 63,978 35,181 1,390 2,982,787 2.301,694 2,009,929 1,359,248 1,009,476 Salaries and Employee Benefits Depreciation, Property and Equipment Expenses, Amortization of Intangibles and Other Fees Paid to Regulatory Agencies Other Operating Expenses 422 904,364 734,526 514,299 360,820 284,560 105 53 362 225,053 113,320 776,798 169,523 77,280 643,990 148,955 53,868 487,282 128,963 33,137 409,944 121,933 22,383 294,275 Total Operating Expenses 942 2,019,535 1,625,319 1,204,404 932,864 723,151 Net before Income taxes, Extraordinary items and Minority Interest 449 963,252 676,375 805,527 426,383 286,325 Current Deferred (88) 4 (188,552) 9,183 (124,699) 5,938 (80,138) (2,721) (51,871) 2,539 (38,083) 5,742 Total Taxes (84) (179,369) (118,761) (82,859) (49,332) (32,341) 0 (550) (1,880) (1,090) (1,127) (654) 365 783,333 555,734 721,578 375,924 253,330 Interest Income Income from Cash and Due from Banks Income from Investment Portfolio Income from Loan Portfolio Income from Financial Assets Total Interest Espenses Interest Espenses Provision for Losses on Loan Portfolio Net Financial Margin Commissions and Other Income Trust Fund Operations Foreing Currency Transactions Commissions on Customer account Transactions Commissions on Letters of Credit and Guarantees Granted Equity in Long-Term Investment Exchange Gains Income on Sale of Investments Securities Other income Total Commissions and Other Income Insurance Premiums, Net of Claims Premiums Claims Total Insurance Premiums, Net of Claims Operating Income Operating Expenses Taxes Minority Interest Net Income for the Year (1) Dollar figures are given for reference purposes only and are converted at the controlled exchange rate at December 31, 2007 of Bs. 2,144.60/1US$. There is an exchange control in place in Venezuela since February 2003. A n n u a l 26 R e p o r t 2 0 0 7 GOLDSCHMIDT, Gertrud (GEGO) Chorro reticulárea • 1988 • Stainless steel wire • 200 x 100 x 70 cm GOLDSCHMIDT, Gertrud (GEGO) Sin título • 1966 • Lithograph on paper • 56 x 56 cm Economic Climate Global The positioning of the global economy remained very favorable, although it carried a substantially greater risk given the recent conditions of real estate markets in a number of countries and the repercussions that the adjustments made are likely to have on credit markets and their derivatives. The subprime mortgage crisis and the repercussions these instruments will have towards year end in terms of asset-backed securities, reflect the risks involved in financial globalization. Additionally, with the rapid rise in the demand for and cost of internationally-traded commodities, new sources of essentially inflationary risk are now practically part of the economy. Even so, the dynamism of emerging economies like China, India, Brazil, Russia and practically the whole of the Asia-Pacific region has offset the expected slowdown of the mature economies and especially the economies of Europe and the United States. Compared to the first half of the year, the economies of Asian giants China and India registered outstanding growth, 11.3% in the case of the former and 8.8% in the case of the latter. United States The US economy which since the second semester of 2006 had been affected by the adjustment of sales and the construction of homes, is estimated to have grown by around 2% in 2007. Although during the first quarter, GDP growth looked as though it was picking up, the potential threats that have loomed over US investors in the last quarters appear to have worsened during the fourth quarter. The increase in energy prices and the loss of consumer confidence, among other factors, combined with the loss in the value of the mortgage portfolio in the subprime, Since the second semester of 2006 the US economy has been significantly affected by the adjustments in the real estate market (sales and construction). adjustable rate mortgage segment, have led households that are already under greater pressure to make their mortgage repayments, to spend very cautiously. Unemployment in the fourth quarter of 2007 was up 4.8%, closing at 5% in December (the highest level in the last 25 months). Key residential real estate market indicators indicate that with the decline in sales, the recession is not letting up in that segment. Inventories of single-family home resales have been rising consistently reached 4,453,000 homes in October which is 15 percentage points higher than the previous year. This situation has contributed to the fall in investment registered for 6 successive quarters in what appears to be a clear sign that supply is adjusting in response to a most significant fall in demand and sales. M e r c a n t i l 29 S e r v i c i o s F i n a n c i e r o s Faced with signs of a slowdown and the threat of recessionary adjustment, the Federal Open Market Committee (FOMC) made a rapid decision (on September 18 and for the first time in 4 years) to lower short-term interest 50 basis points, from 5.25% to 4.75%, and again by 25 basis points in October and December. Latin America The Latin American and Caribbean region continued to grow satisfactorily, averaging 5.6% (similar to 2006). Thanks to this expansion the region enjoyed its fifth year of uninterrupted economic growth. This favorable real performance was particularly significant in the case of Panama (9.5%), Argentina (8.6%), Venezuela (8.4%), Peru (8.2%) and Uruguay (7.5%) and was largely responsible for bringing unemployment down from 8.6% to 8% and pushing up wages and salaries by 1.5% in real terms, in other words without taking inflation into account. The gross regional product expanded, largely due to the sustained growth of the world economy, high prices of its main exports, especially primary commodities, and strong domestic demand (consumption and investment). Regional terms of trade improved for the sixth consecutive year. At round 2.6%, this is almost 18% more than at the beginning of the decade. The external purchasing power of Venezuela, Chile and Peru thanks to their exports has doubled since 2000. Higher oil basket prices and a slight rise in the volume of exports meant that despite a considerable increase in imports (18.1%), the current account surplus was 0.7% of the GDP (1.7% in 2006). The net transfer of incoming funds to the region from the rest of the world was close to US$ 7,300 billion. Direct foreign investment of US$ 77,126 million played a key role in the positive behavior of the capital account, the highest for this item since 1999. The countries responsible for three fourths of that total capital flow were Brazil (US$ 32,000 million), Mexico (US$ 16,900 million) and Chile (US$ 8,411 million). In the past year, the expansion of public spending in the region as a whole, despite the simultaneous growth of fiscal revenues turned the Central Governments’ global surplus of 0.1% of GDP in 2006 into a deficit of 0.1%. However, primary surpluses were recorded in most of the countries (excluding public debt interest). High energy prices, the boom in agricultural prices and pressure from demand, reversed the inflation rate’s downward trend since 2004 from 5% in 2006 to 6.1% (expressed as point inflation from November to November). Only five countries in the region registered two-digit price variations: Venezuela (20.7%), Nicaragua (12.8%), Bolivia (11.9%), Guyana (10.4%) and Costa Rica (10.1%). A n n u a l 30 R e p o r t 2 0 0 7 Venezuela The Venezuelan economy grew 8.4% in 2007. The most dynamic sectors are still non-tradables: communications 21.7%, financial institutions and insurance 20.6%, commerce 17.3%, transportation and storage 13.7% and construction 10.2%, while tradable activities increased moderately: manufacturing 7.5% and mining 1.4%. Oil fell 5.3%. Unemployment to November 2007 closed at just 6.3% (8.8% during the same period in 2006). However, GDP expanded slower than aggregate demand which grew 18.7% in terms of consumption (16.1%) and fixed capital formation (24.5%), resulting in faster rising inflation. Thus, despite the increase in imports (32% in real terms), point inflation closed at 22.5% (17% in 2006), with a marked upturn in the fourth quarter. Summary of Economic Performance 2006 2007 High oil prices (the Venezuelan oil basket averaged US$65.2/bbl versus US$56.4 /bbl in 2006) enabled the comfortable trade Percentage variation of Gross Domestic Product% Total Oil Sector Non Oil Sector balance surplus to be repeated (US$ 24.993 million, US$ 7.7 billion less than in 2006), despite the fact that imports grew US$12 10,3 -2,0 11,7 8,4 -5,3 9,7 2.150,0 2.150,0 2.150,0 2.150,0 - - deficit of US$ 5,922 million (compared with a US$ 5,138 million Inflation Cumulative Variation Annualized Variation 17,0 24,4 22,5 47,5 Fiscal management behaved differently during 2007, reflecting a Interest Rates. Average Lending rates (6 main Banks) 90 day Time Deposits (6 main Banks) 15,2 10,0 21,7 11,2 Exchange Rate. Bs./US$ Year End Average billion. The Capital and Financial account deficit, due above all to the accumulation of foreign assets in public and private sector savings funds (PDVSA bond and Bonos del Sur II and III) and debt payments resulting from the nationalization of the electric, telephone and oil companies, led to a global balance of payments Exchange Rate Variation % Year End Average surplus in 2006). clear slowdown in spending (an estimated real reduction of 2%), closing with a financial deficit of just 1%. This gap was easily financed through domestic debt issuances and amounts drawn on previously accumulated national treasury surpluses. Source: Central Bank of Venezuela and own calculations This fiscal moderation attenuated the monetary injection generated by fiscal spending which, together with PDVSA’s and Central Government’s debt issues and the rise in the volume of foreign currency authorized by Cadivi slowed down money supply: 31.5% versus 69.3% in 2006. The monetary policy adjusted to the fiscal policy and the public indebtedness strategy by permitting the net maturity of monetary absorption instruments (Certificates of Deposit sold under repurchase agreements). The volume of securities sold fell by around 61.4% during the year. This monetary strategy was complemented by the increase in the reserve ratio and adjustments in low-interest deposit rates (from 6.5% to 10% in savings deposits and liquid assets and from 10% to 11% in time deposits). Lending rates averaged 16.7%, 200 basis points higher than in 2006 despite the significant increase in November (19.9%) and December (21.7%) in response to the rise in the cost of deposits and the application of the Tax on Financial Transactions. Despite those average increases in all interest rates, rapid inflation rendered them negative in real terms. M e r c a n t i l 31 S e r v i c i o s F i n a n c i e r o s GOLDSCHMIDT, Gertrud (GEGO) Sin título • 1968 • Ink on paper • 71 x 101 cm Strategic Positioning Mercantil’s business strategy is aligned to its corporate mission and medium-term strategic vision. Based on these strategic guidelines, in 2007 Mercantil continued to improve the quality of its customer service by providing a timely and efficient response to their financial needs and improving the availability of products and services through an expanded branch network and electronic channels. The strategy’s success lies in developing a dif- Mission ferentiated value proposal to meet customers’ To fulfill the expectations of individuals and the community where it operates, by providing excellent financial products and services in different market segments, adding value for its shareholders through the efficient use of available resources. needs and expectations, thereby raising their level of satisfaction and recall and improving efficiency and the impact on marketing and distribution through more cost-efficient and user-friendly channels. Therefore the supply of products and services in the different segments and businesses has Vision been expanded and adapted to customers’ re- To be the independent financial institution of reference in the areas of banking, asset management and insurance, in the markets where we serve. quirements, and the mix of insurance, trust, investment and brokerage products for traditional clients is constantly being increased through cross selling. New products and services have triggered new business opportunities and increased inter-relations among client communities by integrating online banking services, financing and fund remuneration thanks to a comprehensive channel system. The development of these differentiated service models In the United States and Latin America based on customer segmentation has expanded relations with clients in commercial, personal and corporate banking businesses in those countries and, as of 2007, in the investment services and private banking business where the strategy has focused on consolidating a high quality differentiated service platform. Growth of the branch’s network, ATMs and points of sale, along with the incorporation of online banking and IVR system new services and functionalities, has led to an increase in the volume of transactions and the development of an integrated strategy consisting of payment systems, debit and credit cards and channels such as points of sale, that boosts the relationship with the business and personal banking sector through a strategy focused on promotions and business alliances designed to serve payment requirements and consumer financing. Through these initiatives it has been possible to further strategic positioning, build an integrated customer relationship and satisfy clients’ need for banking, insurance and investment services. M e r c a n t i l 33 S e r v i c i o s F i n a n c i e r o s GOLDSCHMIDT, Gertrud (GEGO) Sin título • 1981 • Chine-collé on paper • 46.2 x 41.4 cm Management Discussion and Analysis Balance Sheet A summarized balance sheet for 2007 is shown below and the main variations by comparison with 2006 are commented on. Summary of Consolidated Balance Sheet 2007 Vs. 2006 2007 Vs. 2005 Increase/ (Decrease) bolivars % Increase/ (Decrease) bolivars % 2007 2007 2006 2005 US$(1) bolivars bolivars bolivars 18,208 39,049,552 31,716,967 24,274,508 7,332,585 23.1 14,775,044 60.9 Investment Portfolio 5,349 11,472,207 11,959,221 10,000,645 (487,014) (4.1) 1,471,562 14.7 Loan Portfolio, Net 9,017 19,338,492 14,572,267 11,294,697 4,766,225 32.7 8,043,795 71.2 14,589 31,287,613 25,246,872 19,479,501 6,040,741 23.9 11,808,112 60.6 Shareholders’ Equity 1,589 3,407,614 2,589,423 2,168,526 818,191 31.6 1,239,088 57.1 Trust Fund Assets 3,733 8,006,657 7,,897,496 5,852,655 109,161 1.4 2,154,002 36.8 (In millons of Bs. and US$. except percentages) Total Assets Deposits The audited financial statements and their notes can be found in the inside back cover of this Report. The accounting standards used are summarized at the end of this chapter. Total Assets Total assets are Bs. 39,049,552 million (US$ 18,208 million)1, 23.1% higher than in 2006. The total consolidated assets of the Mercantil Banco Universal subsidiary, including overseas Assets by Currency agencies is Bs. 24,757,560 million (US$ 11.544 million)1, Bs. 5,650,217 million (29.6%) more than Bs. 39,049,552 million (US$ 18,208 million) Year 2007 in 2006. The Mercantil Commercebank Holding subsidiary posted US$ 5,563 million1 (Bs. 11,930,922 million) in total assets, 10.8% more than in 006 in dollar terms. At December 31, 2007, Mercantil Banco Universal ranked second in the Venezuelan financial system in terms of total assets with a 10.6% market share. The first institution accounted for 12.8% of the market and the four main banks 43%. Mercantil Seguros asset accounts at December 31, 2007 grew Bs. 1,067 million (29.4%) year over year. The Swiss subsidiary, Mercantil Bank (Schweiz) AG. had CHF 379 million in assets at the close of 2007, 10.9 % more compared to 2006. Bolivars 63.1% US Dollars 36.9% (1) Dollar figures are given for reference purposes only and are converted at the controlled exchange rate at December 31, 2007 of Bs. 2,144.60/1US$. There is an exchange control in place in Venezuela since February 2003. M e r c a n t i l 35 S e r v i c i o s F i n a n c i e r o s Investment Portfolio Investments in Securities by Issuer At the close of 2007, investments were Bs. 11,472,207 million, down Bs. 487,015 million (4.1%) compared with 2006 when they registered Bs. 11,959,221 million. This increase includes: a) Bs. 11,472,207 million (US$ 5,349 million) Year 2007 3.9% reduction in the domestic operation, and b) 0.2% reduction in foreign trade operations in dollar terms. Total investments in securities issued or guaranteed by the Venezuelan government (excluding the Venezuelan Central Bank - BCV) represent 0.6 times Mercantil’s equity and 5.6% of its assets. According to Ministry of Finance figures, at September 30, 2007 Mercantil owned 2.5% of the domestic and foreign public debt securities issued by the Venezuelan State, which correspond mainly to the domestic and foreign public debt balance. Investments by Maturity and Yield (in billions of Bs. except percentages) Venezuelan Central Bank 28.5% U.S. Government 12.2% U.S. Government Sponsored Agencies 22.0% International Private Sector 14.0% Venezuelan Government 19.0% Venezuelan Private Sector 4.3% Trading Maturity (years) Bs. 1 Available for Sale Bs. 1 Bs. Less than 1 From 1 to 5 Over 5 US$ Less than 1 From 1 to 5 Over 5 %3 567 405 308 590 268 3,772 260 260 10.8% 10.7% 13.0% 6.1% 5.4% 5.8% 5,910 Held to Maturity Bs. 2 Shares Bs. 1 %3 287 399 66 11 183 151 9.2% 8.4% 5.9% 5.9% 5.7% 6.2% 1,097 Time Deposits and Placements Bs. 1 Restricted Investments Bs. 1 % TOTAL %3 24 3,431 11.3% 40 1 10.4% 11.0% 10 453 2 109 4.1% 6.2% 5.0% 127 6 2 4.7% 4.8% 5.6% 34 3,995 4,349 805 374 1,451 459 4,034 11,472 176 1 Market Value Amortized cost The yield of securities is based on amortized cost at year-end. Yield is calculated by dividing income from securities (including premium amortization or discounts) by amortized cost or market value 2 3 Investments during the first quarter of 2008 by company, by issuer and by currency are distributed as follows: Breakdown of Investments by Issuer and Currency at December 31, 2007 (In billions of Bolivars and millions of US$, except percentages) Venezuelan U.S. U.S. Agencies Central Government Bank Bolivars Mercantil Banco Universal Mercantil Seguros and others Total Bs. US Dollares Mercantil Banco Universal Mercantil Commercebank Mercantil Seguros and others Total US$ Breakdown % Venezuelan Int’l Government2 Venezuelan Private Private Total Bs. 3,275 0 3,275 0 0 0 0 0 0 63 0 63 1,295 434 1,729 365 119 484 0 0 0 0 8 569 76 653 5 1,162 7 1,174 25 559 137 721 104 0 106 210 0 0 3 3 4,998 553 5,551 Total en US$ 1 142 2,291 329 2,761 28.5 12.2% 22.0% 14.0% 19.0% 4.3% 100% (1) Dollar figures are given for reference purposes only and are converted at the controlled exchange rate at December 31, 2007 of Bs. 2,144.60/1US$. There is an exchange control in place in Venezuela since February 2003. (2) Bs. 181 billion include US$ indexation clause. A n n u a l 36 R e p o r t 2 0 0 7 Loan Portfolio Loan Portfolio by Business Segment At year end the loan portfolio totaled Bs. 19,338,492 million, which represents a 32.7% increase Bs. 19,338,492 million (US$ 9,017 million) Year 2007 a) 25.8% growth in the domestic operation, and b) 6.9% increase in the overseas operation in compared with a consolidated level of Bs. 14.572.267 million in 2006. This increase includes: dollar terms. Loan portfolio quality remains very favorable. The ratio of past-due and non-performing loans to total loans is 0.6%. In the case of Mercantil Banco Universal it is 0.5%, compared with 1.2% for the Venezuelan financial system as a whole and 0.8% at Mercantil Commercebank. At December 31, 2007, 99.3% of Mercantil’s loan portfolio is outstanding. Mercantil Banco Universal is Venezuela’s leading bank in terms of agricultural and mortgage loans, with market shares of 15.9% and 16.9% respectively. Loans to the tourism sector account for 18.3% of the market. Mercantil Banco Universal’s total loans increased 44.4% over December 2006 to Bs. 12,432,519 million. This growth is made up as follows: 11.5% commercial, 5.8% agricultural, 4.8% industrial, Large Corporations 33% SME’s 42% 4.7% credit cards, 5.1% vehicle loans, 4.2% construction sector and 8.3% others. Individuals 25% The legal requirements in force stipulate that banks must earmark a proportion of their loan portfolio to the agricultural, mortgage and tourism sectors. The overall percentage is 37% of total loans at the close of 2006. Dec-07 Sector Agrículture Mortgage Percentage of Compliance Calculated on the gross loan portfolio at December, 2005 and 2006. Maximum per customer 5% of the current portfolio. Requires minimum number of new customers. Calculated on the gross loan portfolio at December 31, 2006, distributed as follows: 5% in longterm loans and 5% in short-term loans: Each term is also distributed according to family wage. Annual Compliance. % reached 24,4% 12,8% 1 % required 21,0% 10,0% 3% Calculated on the gross loan portfo- Microcredits lio at December 31, 2006. Quarterly 5,0% 3,0% 3,1% 3,0% Compliance. Tourism 1 Calculated on the gross loan portfolio at December 31, 2006. Quarterly Compliance. Interest rates applicable at December 2007 Set weekly by the Central Bank (BCV), based on the weighted average lending rate of leading banks. At Dec 31, 2007 rate is 17,28%. Set semi-annualy by the Housing and habitat Ministry, based on the weigted average lending rate of leading banks. Currently set at 10,11%. Within minimum and maximum rates established by the Central Bank. the rate could not be higher than 28%. Set monthly by the Central Bank, based on the weighted average lending rate of leading banks. Between 15,93% and 17,92% at Dec 31, 2007, depending on the geographical region of the project. The long-term mortgage sector for individuals with family wage under 150 Tax Units maintains 1.4% instead of the 2.5% previously set Mercantil Commercebank‘s loan portfolio grew 16.2% in 2007 to US$ 3,014 million and consists mainly of commercial and corporate loans. Mercantil Commercebank total loans are made up as follows: commercial loans 6%, mortgages loans 53%, corporate loans 26%, commercial acceptances and advances 15%. M e r c a n t i l 37 S e r v i c i o s F i n a n c i e r o s Loan Portfolio Classified by Status Millions of Bolivars Current Restructured Past Due In Litigation Total Gross Loans 2007 % 2006 % 2005 % bolivars bolivars bolivars 19,545,543 24,644 116,978 7,779 19,694,944 99.3 0.1 0.6 0.0 100.0 14,726,303 28,414 103,767 7,283 14,865,767 99.1 0.2 0.7 0.0 100.0 11,457,264 30,583 31,723 4,531 11,524,100 99.4 0.3 0.3 0.0 100.0 Deposits Consolidated Deposits at year end registered a year-over-year increase of 23.9% from Bs. 25,246,872 million to Bs. 31,287,613 million. This increase includes: a) 18.2% growth of the domestic operation, and b) 5.7% increase in the overseas operation in dollar terms. Mercantil Banco Universal in Venezuela is the leading institution in the national banking system with a 16.6% market share in terms of savings deposits and second in terms of deposits Deposits by Business Segment including investments sold under repurchase agreement with 11.4% of the market. Bs. 31,287,613 million (US$ 14,589 million) Year 2007 16.1% growth over the figure at the close of December 31, 2006 in dollar terms. Mercantil Commercebank’s deposits at the end of 2007 were US$ 4,475 million, representing Shareholders’ Equity At year end, Shareholders’ Equity rose 31.6% to Bs. 3,407,614 million (US$ 1,589 million)1 from Bs. 2,589,423 million (US$ 1,207 million)1 at the end of 2006. This increase is mainly due to net earnings of Bs. 783,333, representing a Bs. 150,750 million increase in capital (including a premium on the stock issuance), Bs. 1,407 million due to amortizations under the employee stock option plan, Bs.6,359 million in earnings on the sale of Mercantil’s stock and Bs. 5,852 million due to the effect of converting the net assets of foreign subsidiaries. The reductions correspond to cash dividends of Bs. 71,529,088 million paid out, Bs. 24,116 million set aside to 28% cover the minimum cash dividend payable in accordance with the provision of the Capital SME’s 24% Market Law, Bs. 27,151 million in repurchased shares and Bs. 6,714 million for adjusting Individuals 48% available-for-sale investments to their market value. Large Corporations Mercantil’s Equity/Assets ratio at December 31, 2007 is 8.7% and its equity/risk-weighted assets ratio is 16.7%. The minimum requirement is 8%, based on National Securities Commission (CNV) standards. For Mercantil Banco Universal, at December 31, 2007, the Equity/Assets ratio is 9.6%2 and the Equity/Risk-weighted Assets ratio is 14.0%, according to the standards of the Superintendency of Banks of Venezuela. For Mercantil Commercebank, N.A., these indicators are 7.7% and 12.5% respectively, based on the standards of the Office of the Comptroller of the Currency (OCC). The equity ratios of Mercantil and its subsidiaries exceed the minimum regulatory requirements. (1) Dollar figures are given for reference purposes only and are converted at the controlled exchange rate at December 31, 2007 of Bs. 2,144.60/1US$. There is an exchange control in place in Venezuela since February 2003. (2) Obtained by dividing shareholders equity by total assets less investments in Government Debt Securities. A n n u a l 38 R e p o r t 2 0 0 7 Income Statement The main variations between the figures for December 31, 2007 and December 31, 2006 are summarized below. 2007 Vs. 2006 Financial Margin 2007 Vs. 2005 Increase/ Increase/ 2005 (Decrease) (Decrease) % bolivars % bolivars bolivars 2007 2007 2006 US$(1) bolivars bolivars Interest Income 1,501 3,221,432 2,281,495 1,671,602 939,937 41.2 1,549,830 Interest Expense 533 1,143,363 842,710 635,476 300,653 35.7 507,887 79.9 Net Interest Income 968 2,078,069 1,438,785 1,036,126 639,284 44.4 1,041,943 100.6 Year Ended (In millions of Bs. and US$, except for percentages) "Provision for losses on loan Portfolio" Net Financial Margin 92.7 59 126,897 108,378 66,215 18,520 17.1 60,683 91.6 909 1,951,172 1,330,407 969,911 620,765 46.7 981,260 101.2 (1) Dollar figures are given for reference purposes only and are converted at the controlled exchange rate at December 31, 2007 of Bs. 2,144.60/1US$. There is an exchange control in place in Venezuela since February 2003. Net Interest Income As of December 31, 2007 the Net Interest Income registered a year-over-year increase of 44% from Bs. 1,438,785 million to Bs. 2,078,069 million. This was mainly due to: a) 40.3% increase in the domestic operation, and b) 4.1% increase in the overseas operation in dollar terms. The increase in the Net Interest Income compared with 2006 is mainly attributable to the increase in average volumes of financial assets and liabilities of 25.3% and abroad of 12.9%, in dollar terms. Loan Portfolio Provision During 2007, expenses for Loan Portfolio provisions were recorded at Bs. 126,897 million (US$ 59 million), bringing the accumulated provision to Bs. 356,452 billion as of December 31, 2007, 1.8% upon on the gross loan portfolio. This amount represents 285.7% coverage of past-due and non-performing loans. Write-offs for the year were Bs. 42,811 million in Venezuela and US$ 9.4 million abroad. Commissions, Other Income and Insurance Premius 2007 Vs. 2006 2007 Vs. 2005 Increase/ (Decrease) bolivars % Increase/ (Decrease) bolivars % 2007 2007 2006 2005 US$(1) bolivars bolivars bolivars Net Financial Margin 909 1,951,172 1,330,407 969,911 620,765 46.7 981,261 101.2 Commissions and Other Income 399 855,951 857,851 938,285 (1,900) (0.2) (82,334) (8.8) 82 175,664 113,436 101,735 62,228 54.9 73,929 72.7 1,390 2,982,787 2,301,694 2,009,929 681,093 29.6 972,858 48.4 Year Ended (In millions of Bs. and US$, except percentages) Insurance Premiums, Net of Claims Operating Income (1) Dollar figures are given for reference purposes only and are converted at the controlled exchange rate at December 31, 2007 of Bs. 2,144.60/1US$. There is an exchange control in place in Venezuela since February 2003. M e r c a n t i l 39 S e r v i c i o s F i n a n c i e r o s Commissions and Other Income Commissions and Other Income during 2007 fell 0.2% (Bs. 1.9 billion) with respect to 2006. This was mainly due to: • Bs. 27,171 million increase in gains from the sale of investments in securities. Note that figures for 2006 include the effect of the sale of a minority stockholding which produced an extraordinary gain of Bs. 61,505 million. • Bs. 28,703 million increase in commissions on client account operations due to higher volume of transactions. • Bs. 49,640 million decline in recoveries for loans registered as write-offs in previous periods. • Bs. 27,038 million reduction in the sale of realizable assets and property and equipment. Insurance premiums net of commissions, reinsurance and claims during 2007 were Bs. 175,664 million, 54.9% higher than the Bs. 113,436 million recorded in 2006. This result is mainly attributable to 57% premium growth to Bs. 1,061,618 million in 2007, with a 57% increase in claims over the same period, which reached Bs. 640,604 million. Distribution of Total Income Bs. 3,109,684 million (US$ 1,450 million) Year 2007 2007 2006 Financial Margin 67% 60% Commissions and Insurance Premiums, Net 19% 20% Earnings on sale of Investments in Securities 6% 6% Other Income 8% 14% A n n u a l 40 R e p o r t 2 0 0 7 Operating Expenses Net Income 2007 Vs. 2006 2007 Vs. 2005 Increase/ (Decrease) bolivars % Increase/ (Decrease) bolivars % 2007 2007 2006 2005 US$(1) bolivars bolivars bolivars 1,390 2,982,787 2,301,694 2,009,929 681,093 29.6 972,858 Personal Expenses 422 904,364 734,526 514,299 169,838 23.1 390,065 75.8 Operating Expenses 520 1,115,171 890,793 690,105 224,378 25.2 425,066 61.6 Taxes (Current and Deferred) Year Ended (In millons of Bs. and US$, except percentages) Earnings from Financial Operation 48.4 (84) (179,369) (118,761) (82,859) (60,608) 51.0 (96,510) 116.5 Minority Interests (0) (550) (1,880) (1,090) 1,330 (70.7) 540 (49.5) Net Income for the Year 365 783,333 555,734 721,578 227,599 41.0 61,755 8.6 (1) Dollar figures are given for reference purposes only and are converted at the controlled exchange rate at December 31, 2007 of Bs. 2,144.60/1US$. There is an exchange control in place in Venezuela since February 2003. Operating and personnel expenses rose 24.3% (Bs. 394,216 million) year over year due mainly to: • Bs. 169,838 million (23.1%) increase in personnel expenses which includes: employee salary increase, application of the new collective bargaining agreement for the employees of Mercantil Banco Universal which was signed by its unions and will be in force for three years from January 1, 2007, and an increase of 585 employees (467 in Venezuela and 118 abroad), from 9,547 to 10,132 to meet the growing volume of domestic and global operations. In Venezuela, Mercantil Banco Universal increased its payroll by 386 employees, mainly in its branches, to meet the growing demand for services and business. Assets per employee rose from Bs. 2.3 billion in 2006 to Bs. 3.0 billion in 2007. In Venezuela, Mercantil Seguros signed the first Collective Bargaining Agreement with representatives of the Federal District and Miranda State Workers Union of Seguros Mercantil, C.A., in 2006, improving working conditions and labor benefits for its employees and extending benefits to cover employees all over the country. It also added 78 employees from the business and operations area to the payroll to meet increased activity which was responsible for Net Collected Premium growth from Bs. 820 million/employee in 2006 to Bs. 1,116 million in 2007. In the case of the overseas business, Assets rose from US$ 6.0 million per employee in 2006 to US$ 5.9 million per employee in 2007. It should be noted that in the first half of 2006 non-recurring expenses of around Bs. 51 billion are included due to the application of the new defined contributions plan called the “Plan de Ahorro Previsional Complementario” which replaced the previous pension scheme, in order to bring the benefit in line with the country’s new market trends, improve management control over future associated costs and reduce the risk exposure of defined benefits plans. • Bs. 55,530 million (32.8%) increase over 2006 due to increased expense for Depreciation, Property and Equipment, Amortization of Intangibles and Others. • Bs. 36,040 million increase in contributions to regulatory bodies, 46.6% higher than in 2006, mainly due to the growth of operations in Venezuela. M e r c a n t i l 41 S e r v i c i o s F i n a n c i e r o s • Bs. 132,808 million (20.6%) increase in Other Operating Expenses compared with 2006, which includes Bs. 49,698 million increase in taxes and contributions (mainly resulting from application of the new Tax on Financial Transactions; Bs. 20,237 million increase in commissions for services due to larger volume of operations; Bs. 19,779 million increase in advertising expenses and Bs. 18,300 increase in communications, among other expenses. During 2007 Venezuela registered 22.5% inflation which has had a significant effect on Mercantil’s operating costs. Taxes and Contributions For the year ended December 31, 2007 Mercantil and its subsidiaries reported significant expenses for various types of taxes and contributions. For operations carried out in Venezuela, these were: Bs. 131,281 million in estimated Income Tax, Bs. 63,181 million in Value Added Tax, Bs. 59,581 million in Municipal Taxes, Bs. 28,216 million in Financial Transactions Tax, Bs. 81,401 million in contributions to the Deposit Guarantee and Banking Protection Fund, Bs. 22,227 million in contributions to the Superintendency of Banks and Other Financial Institutions, Bs. 2,926 million in contributions to the Superintendency of Insurance, Bs. 6,330 million to comply with statutory obligations under the Science, Technology and Innovation Act and Bs. 6,182 million for obligations under the Narcotics and Psychotropic Substances Act. For operations carried out outside Venezuela, Bs. 50,504 million in expenses was recorded for Corporate Income Tax, Bs. 4,230 million for municipal taxes and other contributions and Bs. 7,023 million for contributions to regulatory agencies. Total taxes and contributions in Venezuela and abroad amounted to Bs. 463,082 million. A n n u a l 42 R e p o r t 2 0 0 7 Summary of the Accounting Principles Used to Prepare the Financial Statements Venezuelan National Securities Commission (CNV) Mercantil’s financial statements are presented in accordance with the accounting standards of the CNV. A summary of some of the main accounting principles applied is given below: Investment Portfolio Consolidation Investments in Trading Securities – Recorded at their fair The consolidated financial statements include the accounts of value. Unrealized gains or losses resulting from differences Mercantil and the subsidiaries and other institutions in which in fair values due to market fluctuations are included in the Mercantil has a controlling share. Its main subsidiaries are: results for the period. Investments in Securities Available for • Mercantil, C.A. Banco Universal, universal bank in Vene- Sale – Recorded at their fair value. Unrealized gains or losses resulting from differences in fair value and exchange rate fluctuations are included in shareholders’ equity. Investments in Securities Held to Maturity – Recorded at their acquisition cost, adjusted for amortization of premiums or discounts. For all portfolio investments, permanent losses resulting from decreases in fair value, are recorded in the results for the period in which they occur zuela and its overseas agencies and branches. • Mercantil Commercebank, N.A., bank in the United States of America and its subsidiaries Mercantil Commercebank Investment Services, Inc. and Mercantil Commercebank Trust Company, N.A. • Mercantil Bank (Schweiz) AG, bank in Switzerland and its subsidiary Mercantil Bank Cayman Limited, in the Cayman Islands. • Mercantil Seguros, C.A., insurance company in Venezuela Loan Portfolio Loans are classified as overdue 30 days after their maturity date. The allowances for losses on loan portfolio is determined • Mercantil Bank Curaçao, N.V., bank in Curaçao and its subsidiary Banco del Centro, S.A. in Panama. based on a collectibility assessment to quantify the specific • Mercantil Merinvest, Casa de Bolsa, C.A., a securities bro- allowance to set aside for each loan. Evaluations take into ac- kerage company in Venezuela, Mercantil Servicios de In- count such aspects as economic conditions, customer’s credit versión, C.A. and Mercantil Sociedad Administradora de risk, credit history and guarantees received. When evaluating Entidades de Inversión Colectiva, C.A. loans for small amounts of an equal nature, these are grouped together to determine provisions. Inflation Adjustment According to CNV standards, Mercantil’s financial statements Recognition of income and expenditure must be presented in historic figures as of December 31, 1999. Income, costs and expenses are recorded as earned or incurred Therefore, as of that date, Mercantil ceased to adjust for infla- respectively. Interest earned on loan portfolios is recorded as tion in its primary financial statements. As a result, fixed as- income when collected. Fluctuation in the market value of de- sets, among others, are shown at their inflation-adjusted value rivatives is included in the income statement for the period. In- up to December 31, 1999. The market value determined by in- surance premiums collected are recorded as income when dependent assessments is greater than the cost adjusted for earned. inflation. New additions are recorded at their acquisition value. M e r c a n t i l 43 S e r v i c i o s F i n a n c i e r o s GOLDSCHMIDT, Gertrud (GEGO) TAM-1856 • 1966 • Lithograph on paper • 28 x 27,9 cm Business Management Report Global Commercial and Personal Banking During 2007, Global Commercial and Personal Banking strengthened its strategy to satisfy the needs of customers in the domestic market through Mercantil Banco Universal and in the international market through Mercantil Commercebank in the USA and Mercantil Bank (Schweiz) AG in Switzerland, expediting operations and achieving greater competitiveness, thus growing its customer base to over 3,000,000. This Global Unit increased its contribution to the company’s figures, reaching 71.6% of total deposits and 75% of total loans. This represents Bs. 22,371 billion (US$ 10,431 million) in deposits and Bs. 14,580 billion (US$ 6,798 million) in loans to Personal and Commercial Banking clients, respectively. Commercial and Personal Banking Deposits Commercial and Personal Banking Loans Individuals 70% Individuals 47% Companies 30% Companies 53% In Venezuela, during 2007 the customer base increased by 16.7% to more than 2,900,000, served by a segmented sales base of 1,600 executives. Through the strategy implemented, Management achieved Bs. 10,743 billion in net loans, 78.9% of Mercantil Banco Universal’s loan portfolio, representing 71.5% growth compared to 2006. Over the same period, deposits grew 23.5% to Bs. 14,487 billion. The loan portfolio of Commercial and Personal Banking in the United States grew 11.8% compared with the end of 2006, reaching $ 1,785 million. Deposits also increased by around 7.9%, closing at US$ 3,667 million. To facilitate relations between the business executives and their current and potential clients, management reorganized 5 of their regions in southern Florida (South, East, West, Central and Broward). M e r c a n t i l 45 S e r v i c i o s F i n a n c i e r o s As part of its strategy to maintain an active economic presence in southern Florida, the company continued to support the different communities with which it is involved, by participating in trade associations such as the Coral Gables Chamber of Commerce, the Miami Dade Chamber, the Hialeah Chamber of Industry and Commerce, among others. Additionally, some of the executives are on the boards of these organizations. Commercial and Personal Banking in Venezuela also continued to implement its strategy of forming alliances with the communities of clinics, universities, embassies, consulates and firms by holding special events to serve the needs of the people in those communities. Personal Banking During 2007, Personal Banking increased its global customer base by over 17%. This unit has endeavored to conserve and strengthen its customer relationship by establishing a differentiated services model through the Affluent and Mass Market segments in Venezuela, and Personal Banking segment in the United States, which enhances customer service and product development. Personal Banking deposits grew by more than 19% with respect to 2006, reaching Bs. 15,096 billion (US$ 7,039 million) at year end. This growth was possible thanks to Venezuelan management’s effort achieving a 24% increase over 2006, closing the year with 69% of Personal Banking deposits in Mercantil Banco Universal and 31% in Mercantil Commercebank. The most significant contribution towards Personal Banking deposits was the Bs. 1,225 billion (US$ 571 million) growth registered in savings accounts in Venezuela, while in the United States it was in interest-earning current accounts with US$ 230 million, largely by international clients, particularly in the Optima Account product which is a checking account with low-cost maintenance that earns high interest on a rising scale. The Personal Banking loan portfolio increased 47% compared with 2006, closing at Bs. 5,837 billion (US$ 2,743 million). It is made up as follows: Personal Banking in Venezuela 90% and Personal Banking in the United States 10%. Personal Banking in Venezuela managed to increase its loan portfolio by over Bs. 1,563 billion, of which 80.6% was in consumer products. The main products grew in the following proportions; mortgage loans (30%), automobile loans (53%) and credit cards (69%). Part of the achievements of Personal Banking in Venezuela was due to participation in the insurance banking business in which the network’s executives sold more than 110,000 Vital Mercantil policies, representing 140% growth in relation to the close of 2006. Additionally, more than 7,000 loans were arranged under the Mutual Housing Fund (Fondo Mutual Habitacional) which represented Bs. 321 billion. A n n u a l 46 R e p o r t 2 0 0 7 One of the main growth strategies implemented in Venezuela consisted of 424 massive sales events being held within companies to cover and satisfy customer needs, offering savings, investment and consumer financing alternatives, thereby promoting their sense of affiliation with Mercantil. . Personal Banking Loans Personal Banking Deposits Mercantil Banco Universal 52% Mercantil Banco Universal 90% Mercantil Commercebank 33% Mercantil Commercebank 10% Other Affiliates 14% Commercial Banking Commercial Banking strengthened Mercantil’s leadership through timely responses to its clients’ financial needs, through a customized services model, offering short and long term financing opportunities through the Middle Market and the Small and Mid-Size Companies Segment in Venezuela and Commercial Banking and Middle Market in the United States. Commercial Banking deposits closed the year at Bs. 6,564 billion (US$ 3,060 million), 75% of which were in Mercantil Banco Universal and 25% in Mercantil Commercebank, with 18% growth in Venezuela and 7.6% in the United States, and a global growth of 16% higher than in 2006. Growth was mainly determined by the increase in checking account deposits in Venezuela: 24.6% for 2007. In the United States the largest increase was in time deposits: 14%, of which 80% came from international clients as a result of the strategy to expand towards other countries in Latin America and the creation of a new point of service for trade finance clients at the New York office. Corporate Banking’s loan portfolio grew 39% closing at Bs. 6,644 billion (US$ 3,097 million) at the end of 2007. Venezuela accounted for 53% of that growth and the United States for 8%. The quality of the portfolio is outstanding, particularly the low non-performing loan ratio, as is the diversity of economic sectors served: commerce, agriculture, construction, manufacturing and services, among others. M e r c a n t i l 47 S e r v i c i o s F i n a n c i e r o s Portfolio growth in Venezuela was led by the Pronto Crédito Empresarial Mercantil product which reached approved credit limits of Bs. 1,441 billion, enabling clients’ short and medium term financial needs to be met and making cash surpluses profitable. At the close of 2007, Commercial Real Estate in the United States reached US$ 1,003 million, 16.9% more than in 2006. The real estate portfolio was concentrated mainly in Miami Dade County with US$ 555 million, followed by other areas in southern Florida with US$ 252 million, Houston US$ 106 million and New York with US$ 90 million.Commercial Banking in Venezuela continued with its strategy to expand the number of Business Online Banking users by activating 3,013 new groups and migrating 9,345 clients to a new platform offering additional innovative services. In 2007 the service through which foreign exchange is handled through Cadivi continues to be an important source of business in Venezuela. Some US$ 1,178 million in imports and US$ 50 million in exports are handled for our clients. In Venezuela the agreement with Conindustria (the Venezuelan Confederation of Industrialists) was extended. Its purpose is to support Venezuelan companies through an advisory program that strengthens competitiveness. So far 197 companies have participated in the program and Mercantil Banco Universal has provided Bs. 960 million, for a total of Bs. 132 billion in loans. Commercial Banking Loans Commercial Banking Deposits Mercantil Banco Universal 70% Mercantil Banco Universal 63% Mercantil Commercebank 27% Mercantil Commercebank 17% Other Affiliates 3% A n n u a l 48 R e p o r t 2 0 0 7 Global Corporate and Investment Banking During 2007 Global Corporate and Investment Banking focused its strategy on the continuous improvement of quality of service for its clients around the world through the Corporate, Oil and Gas, and Financial Institutions segments at Mercantil Banco, Mercantil Commercebank and other Mercantil’s subsidiaries. Through the development of innovative solutions and benchmark products, global businesses were promoted with emphasis on the Venezuelan, US and Latin American markets. Global Corporate and Investment Banking has evolved towards a mixed organizational model for In 2007, the Global Corporate and Investment Banking Unit closed the year with Bs. 8,360 billion (US$ 3,888 million) in total deposits. international markets, maintaining a sectoral model in order to help close gaps in terms of priority markets, commercial practices and the delivery of key products. This has led to the creation of the US Corporate Domestic Banking Unit and the International Corporate Banking Units. To maximize the organizational changes made, these have been complemented with actions aimed at improving client management, account plans and performance management, standardized everywhere In Venezuela, the USA and the different countries in which Mercantil operates, the Global Corporate and Investment Banking contributed towards the 2007 closing balance. Total loans reached Bs. 6,295 billion (US$ 2,928 million), accounting for 32% of Mercantil’s gross loan portfolio. In terms of total deposits, Corporate and Investment Banking culminated the year with a total volume of Bs. 8,360 billion (US$ 3,888 million), representing 27% of Mercantil’s total deposits. Global Corporate and Investment Banking / Loan Portfolio Mercantil Global Corporate and Investment Banking Deposits (including investments sold under repurchased agreement) Mercantil Bs.6,295 billion (US$ 2,928 million) Bs. 8,360 billion (US$ 3,888 million) Corporate Financial Institutions Oil and Gas 62% Corporate 55% 25% Financial Institutions 17% 13% Public Sector 15% Oil and Gas 13% M e r c a n t i l 49 S e r v i c i o s F i n a n c i e r o s The Global Corporate and Investment Banking Unit maintained commercial relations at the close of 2007 with over 1,080 economic groups at Mercantil Banco Universal and more than 390 economic groups in the USA and Latin America served from Mercantil Commercebank, N.A. Global Corporate and Investment Banking / Distribution according to Economic Groups Mercantil Banco Universal Global Corporate and Investment Banking /Distribution according to Economic Groups Mercantil Commercebank Dec. 2007 (1,086 groups) Dec. 2007 (393 groups) 54% Corporate 14% Financial Institutions Public Sector 12% Oil and Gas Oil and Gas 20% Corporate Financial Institutions 52% 5% 43% In 2007, implementation of the segmented value proposal was intensified on a global basis and the segmented value proposal for Corporate and Investment Banking clients was implemented, strengthening the product areas to cover its emerging needs through the Corporate Product and Corporate Finance and Capital Market Units. The corporate credit risk policies and processes continued to be implemented through a proactive attitude by specialists broken down by industry and region. The staff’s level of training in the area of credit was reinforced by the Credit Course created at Mercantil Commercebank, N.A., as well as the traditional Credit Training Course which has been held in Venezuela since 1968. Global Corporate and Investment Banking continued to promote various management methodologies to follow up the results of the business and products segments and align projects and initiatives to the strategic goals set. It also continued to develop a corporate information system to support strategic and business decision making. Corporate Banking Mercantil Servicios Financieros’ Total Deposits in 2007 in the different countries in which Corporate Banking provides services grew 31%, closing at Bs. 4,620 billion (US$ 2,149 million), 93% of which correspond to Venezuela Corporate Banking, 6% to International and 1% to U.S., according to the new organizational structure. The highest level of growth was attained in Venezuela with 44% based mainly on an adequate mix of products attracting the attention of the clients’ needs in terms of liquidity and yield in a fluctuating market. A n n u a l 50 R e p o r t 2 0 0 7 The loan portfolio of the Corporate Banking Unit in 2007 grew 13% with respect to 2006, closing the year with Bs. 3,900 billion (US$ 1,814 million), with a better balance distributed among the different segments (57% in Venezuelan Corporate Banking, 21% in International Corporate Banking and 22% in U.S. Corporate Banking). Corporate Banking Venezuela grew 30% in line with the growth strategy of the Venezuelan corporate market and with the weighted policy in terms of the use of cross-border risk, which met the needs of customers everywhere. In 2007 Corporate Banking Venezuela promoted the activity of Mercantil Merinvest, developing asset and liability products at a lower cost and with less regulatory impact. The mutual asset and liability products were established through Mercantil Banco Universal, closing 2007 with a volume of Bs. 97 billion and Bs. 182 billion respectively, and through Mercantil Merinvest reaching volumes of Bs. 183 billion in mutual assets Bs. 200 billion in mutual liabilities at the year end. Oil and Gas Mercantil’s oil sector loan portfolio grew 4% in 2007 to Bs. 827 billion (US$ 385 million). Despite the reduction in Venezuela’s oil GDP, this growth was the result of the increased penetration of current customers, the exchange control system in force, the liquidity requirements of companies in the process of migrating and new international clients captured. The oil sector’s deposits with Mercantil grew 50% compared with 2006, closing the year at Bs. 1,081 billion (US$ 503 million), mainly due to PDVSA’s new method of paying operating companies for production contracts applied since mid-2005, in addition to the high price of oil deliveries and the capture of a high proportion of the new mixed public/private companies in the pipeline. The international operation was stimulated by the visits to Peru, Mexico and Brazil, and participation in the Oil & Money Conference in London. The portfolio of dollar-denominated loans to oil sector clients gave Venezuela a cross-border exposure equivalent to US$ 50.2 million. Contingencies for letters of credit and guarantees totaled US$ 5.4 million at year end. Financial Institutions and Institutional Relations Results for the Financial Institutions segment in Venezuela were valuable due to the ongoing effort at cross-selling products and services to insurance companies, securities brokerages, banks and diplomatic representations, alongside growth of the Venezuela financial system per se. As of December 2007 the loan portfolio reached Bs. 270 billion and deposits Bs. 860 billion, with 48% and 38% year-over-year growth respectively. The quality of the portfolio remained excellent. Latin America’s volume of investments over the same period, rose very significantly (37%) to US$ 545 million. M e r c a n t i l 51 S e r v i c i o s F i n a n c i e r o s Management was able to maintain a good level of credit facilities for Mercantil Banco Universal in Venezuela which allowed it to handle all the international trade operations of its clients in Venezuela, and other operations in foreign currency as well as facilities for Mercantil Commercebank and Mercantil’s other international units. Talks, seminars and conference were also held for Mercantil’s customers and officers to help pinpoint opportunities and threats for their business and activities. Public Sector The Public Sector Unit maintained its traditional service quality for public sector clients. At the close of 2007, Mercantil Banco Universal’s Public Sector Deposits amounted to Bs. 1,235 billion, of which 5.8% were account for by the institution’s total deposits and a 4.1% market share of government deposits in the Venezuelan financial system. With that level of penetration, Mercantil Banco Universal now serves more than 150 centralized government entities and over 400 decentralized government entities and State bodies. It offers them a wide range of products that include: payment to employees and suppliers; domestic tax collection amounting to Bs. 7.855 billion; investment trust funds, managed funds and pension funds amounting to Bs. 5,397 billion. Corporate Finance and Capital Market In 2007, through the Mercantil Merinvest subsidiary maintained its position of leadership in the Corporate Finance and Capital Market sector in terms of bolivar-denominated fixed-income investments in the primary market. It placed Bs. 686 billion of long-term and Bs. 160 billion of short-term fixed income securities issued by Venezuelan corporations. Mercantil Merinvest structured 96% (Bs. 809 billion) of all the securities placed. The Andean Development Contribution (CAF) accounted for Bs. 123 billion of that total and was the first multilateral organization to place an issue in the country. In the equity market area, Mercantil Servicios Financieros, C.A. structured and placed a public stock offering of Bs. 150 billion, increasing its stockholding base by more than 5,000 new shareholders. It provided financial advice to a State institution on asset valuation for the sale and auction of interests in Venezuelan companies. A n n u a l 52 R e p o r t 2 0 0 7 Mercantil, on the other hand, was given financial advice on a stock issue under the Stock Repurchase Plan, the change in the nominal value of shares within the framework of the Monetary Conversion process, the Price Stabilization Plan and others matters. Corporate Products The Corporate Products Unit focused its efforts in 2007 on strengthening the concept of quality of service in general, consolidating the customer service model and formulating proposals to intensify the corporate strategies for customizing service, sales and new business development and promote the use of service-oriented competitive tools to meet new challenges. All the technological platforms related to corporate services required in the monetary conversion process were reviewed and updated in 2007 and Management kept clients and employees abreast of the move to the new monetary system. It also furthered the strategy to link products and services to portfolios in order to add value to the relationship and satisfy customers’ needs, particularly with the new Online Banking service. Mercantil maintained its leadership in the area of trade finance, especially operations through ALADI. In August, the last month for which statistics are available, Mercantil Banco Universal handled a market share of around 22% as well as 17% of customer transactions channeled through Cadivi. The Corporate Products Unit continued to take part in events and to sponsor companies in the segment, in particular in designing and organizing the “IDEA” competition for entrepreneurs whose objective is to boost Mercantil’s image in the corporate company segment in Venezuela. M e r c a n t i l 53 S e r v i c i o s F i n a n c i e r o s Global Private Banking and Asset Management The Global Private Banking and Asset Management unit serves high net worth clients and the investment services business in the different countries where Mercantil operates. The management structure of this unit in Venezuela comprises private banking, trust funds, and Mercantil’s investment and brokerage services. In the United States it consists of private banking at Mercantil Commercebank, investment services at Mercantil Commercebank Investment Services (MCIS), trust fund services at Mercantil Commercebank Trust Company (MCTC) and in Switzerland, private banking at Mercantil Bank (Schweiz). The asset management business is reflected off the balance sheet and includes: trust fund services, securities brokerage services, mutual fund management and portfolio management services. The volume of net managed assets as of December 31, 2007 was Bs. 10,999 billion, as can be seen below: Asset Management (in billion Bs.) Year 2007 TOTAL Trust Housing Mutual Funds Mutual Funds Brokerage Financial Advisory Managed Total Managed Assets 7,343 1,316 201 1,790 338 12 10,999 The unit’s main achievements in 2007 were the migration of customers in the Private Banking segment in all the countries where the company operates, the maintenance as the mutual fund industry leader in Venezuela with a 44% market share and grown in securities brokerage and investment advisory service in the USA by 35%. This year the process of migrating clients to the new differentiated private banking service was implemented and the customer base expanded as a result. The segment also increased its deposits and investments. Compared with the previous period, the volume/customer ratio was outstanding and the goal was met. Mercantil remains the mutual fund industry leader in Venezuela. During 2007 the customer base of the Portafolio Mercantil Renta Fija (fixed-income investment portfolio) grew 22%, while its equity declined 44% to Bs. 200.6 billion. The Plan Crecer product, based on the programmed acquisition of investment units expanded its assets by 43% and the number of clients by 39%. A n n u a l 54 R e p o r t 2 0 0 7 In the area of portfolio management, in 2007 managed assets declined 13%, closing at approximately Bs. 3,684 billion. In the United States the asset base of the securities brokerage and investment advisory activity grew 35% during 2007. The individual customer base grew by 20% and the corporate client base by 69%, reinforcing a value proposal based on high-quality investment services. The incorporation of new suppliers, products and trained human resources has paved the way for a sustained expansion towards new markets and segments. The activities undertaken by the Brokerage Services and Capital Market Unit in Venezuela have stimulated the Investment Brokerage Account to secure entry to the capital market, bringing in 15,000 new clients. For instance, Unsecured Bonds and Mercantil Stock order were placed through Mercantil Online Banking. The business strategy implemented to expand the During 2007, The Mercantil Banco Universal Trust Fund range of investment products includes the new continued to be one of the country’s leading trust funds. InverTítulos and InverPréstamo products leveraged through a mutual fund. Mercantil Banco Universal’s Trust funds continued to be one of the country’s main fiduciary businesses, thanks to excellent quality and customer service. Its product offering was adapted to the market’s needs, and different options made available to small and medium size business, as well as the middle market segment and large corporations. In the area of US fiduciary activities, Mercantil continued to implement its new business development strategy by expanding its relations in keeping with its mission to provide trust services to high net-worth individuals and families. Managed assets were up 86% at the end of the semester. During the year the client base continued to expand, in close cooperation with Mercantil Commercebank’s Private Banking Unit. M e r c a n t i l 55 S e r v i c i o s F i n a n c i e r o s Insurance Mercantil Seguros, whose goal is to be the country’s best insurance company, offers excellent products and services to meet the needs of clients in the different market segments in which it operates, on a timely basis. Net premium in 2007 grew 44.9% to Bs. 1,413.8 billion, which reflects a major sales effort by the company. At year end Mercantil Seguros was the third largest insurance company in Venezuela in terms of net earned premiums, with a 9.2% market share, according to Superintendency of Insurance report for 2007. Mercantil Seguros strengthened the infrastructure and resources of its business model through its nationwide commercial network. Its specialized units assist Intermediaries, recruit the sales force, liaise with brokerage companies and support producers, and a team of regional managers, branch managers and business executives that provide support to insurance advisers and clients, based on a structure of 32 branches organized under 7 regional offices: Occidental, Andina, Centro Occidental, Centro, Centro Llanos, Gran Caracas and Sur Oriental. Premium income obtained in the provinces grew 63.6% and accounts for 40% of the company’s net corporate business portfolio. Since 2005 the proportion has been increasing substantially, starting at 4%. At the close of 2007, Mercantil Seguros had a Premiums income in 2007 increased by 44.9% to Bs. 1,413.8 billion, reflecting the company’s important sales effort. portfolio of around 600,000 policyholders and more than 2,500 production advisors made up of brokerage companies, brokers and exclusive agents. The high level of technical and financial management was instrumental in the company’s ability to increase its earnings to Bs. 69 billion compared to the previous year. The financial statements show how well it has fulfilled its goal to maintain and consolidate a strong equity level to protect policyholders and meet its commitments on a timely basis. Diligent satisfaction of obligations towards policyholders, producers and other stakeholders is a priority and ever effort is made to manage the company with strict adherence to the statutory and regulatory provisions in force. Mercantil Seguros monitors and oversees its business, reviews national economic circumstances and endeavors to predict events liable to affect insurance activity. A n n u a l 56 R e p o r t 2 0 0 7 Global Finance During 2007 the main activity of Mercantil’s Treasury Unit was market risk management, particularly interest rate risk and liquidity risk. This helped to optimize the institution’s financial margin. As of the second half of the year, liquidity surpluses in Venezuela’s financial system fell substantially as a result of the Central Bank’s (BCV) monetary policies and auctions of bolivardollar government bonds. In the second half of the year, lending and deposit rates started to rise. In the Venezuelan money market Mercantil Banco Universal, a subsidiary of Mercantil, maintained its active participation through interbank operations and absorption instruments offered by the BCV. Interest Rates of the Venezuelan Market 25,00 Interest Rate 20,00 15,00 10,00 5,00 TAM YTM DPN 1Y YTM DPN 4Y YTM LT 05/12/2007 05/11/2007 05/10/2007 05/09/2007 05/08/2007 05/07/2007 05/06/2007 05/05/2007 05/04/2007 05/03/2007 05/02/2007 05/01/2007 0,00 Subastas *TAM: Average lending rate for the 6 largest banks YTM DPN 1Y: Yield to maturity of 1 year Government Debt YTM DPN 4Y: Yield to maturity of 4 years Government Debt Also in the second half of the year the Finance Ministry began auctioning Government Debt Bonds, initially TIF (fixed-income) and TICC bonds, and as of October, it started auctioning 2010 and 2011 Venezuelan government bonds (Vebonos). In September the first auction of the year, of 90-day Treasury Bills, was held, and a total of Bs. 792.5 million was placed during the semester. Mercantil, through its subsidiaries Mercantil Banco Universal and Mercantil Merinvest Casa de Bolsa, participated actively in the weekly auctions and as a market maker in the secondary market for debt securities. The effective yields of these securities rose significantly, following the market trend, as did 90 day Treasury Bills whose annual weighted yield was 7.96%, reaching 11.14% per annum at year end. The 2011 Vebonos auctioned at the end of October, with an average annual weighted yield of 7.06% per annum, rose to 16.76% per annum in December 2007 auction assignments. M e r c a n t i l 57 S e r v i c i o s F i n a n c i e r o s Through its subsidiary Banco del Centro in Panama, Mercantil participated actively in the international market for securities, mainly Venezuelan government bonds and securities issued by Petróleos de Venezuela (PDVSA). During the year the Ministry held five auctions of bonds payable in bolivars and Mercantil participated in these processes mainly as an intermediary for its clients through the Venezuelan subsidiaries mentioned above. In the US money market, as of the second half of 2007, the Federal Reserve (FED) implemented a series of interest rate reductions in response to problems in the mortgage markets that caused several of the most important financial institutions in the world to lose money. This went hand in hand with a significant drop in money supply in the market and wider credit spreads. The Fed Fund marker rate which stayed at 5.25% during the first half of the year closed at 4.25%, and is expected to follow that downward trend during the first half of 2008. As a result, decisions affecting financial vehicles with dollar exposure, focus mainly on preserving capital and positioning balances in accordance with those forecasts. Uncertainty over the performance of the US economy and its effect on the FED’s decisions continued, causing changes in the market’s interest rates. During the first half of 2007 US treasury yield curve rates fell by almost 35 basis points compared with 2006. In the second semester, the decline in the credit quality of assets connected with the mortgage sector and possible cuts in the FED rate drove yield curve rates for bonds down almost 125 basis points compared with the first half of the year, leaving the final net effect almost 90 basis lower than at the close of 2006. Federal Reserve Interest Rates and US Treasury Bonds 6.0% 5.0% 4.0% 3.0% 2.0% 1.0% Nov-07 Dec-07 Sep-07 Oct-07 Jul-07 Ago-07 May-07 Jun-07 Mar-07 Apr-07 Jan-07 Feb-07 Nov-06 Dec-06 Sep-06 Oct-06 Jul-06 Ago-06 May-06 Jun-06 Mar-06 Apr-06 Jan-06 Feb-06 Nov-05 Dec-05 Sep-05 Oct-05 Jul-05 Ago-05 Jun-05 May-05 Mar-05 Apr-05 Jan-05 Feb-05 0.0% Treasury 2 years Treasury 10 years Fed Funds *Treasury 2 years and 10 years: US Treasury bonds, 2 and 10 years maturity Fed Funds: Federal reserve Interest Rates A n n u a l 58 R e p o r t 2 0 0 7 The Treasury Unit is responsible for handling interest rate risk exposures through the composition and structure of the investment portfolio and the use of interest-rate derived instruments. In 2007 the duration of the lending rate was extended beyond the duration of the deposit rate in line with the strategy to bring interest rates down. Mercantil Commercebank’s investment portfolio accounted for 41% of the bank’s assets, on average, during 2007. Short-term investments continue to average US$ 600 million, representing around 11% of the bank’s total assets. The composition of the investment portfolio changed, with emphasis on US government-backed mortgage instruments which increased the portfolio’s credit quality Effort continued to be addressed at developing and strengthening securities trading activity, and contributed significantly to the institution’s results. This activity is closely monitored by the Market Risk Unit to ensure that exposure to potential losses is within the limits approved. Portfolio of Available for Sale and Held to maturity Investments Commercebank, NA 1,200,000 Thousand of US$ 1,000,000 800,000 600,000 400,000 200,000 Held to Maturity Private Mortgages Other Investments Short Term Investments Government Sponsored Enterprises Guaranteed US Agencies 0 December 2007 December 2006 M e r c a n t i l 59 S e r v i c i o s F i n a n c i e r o s GOLDSCHMIDT, Gertrud (GEGO) Tejedura (88/18) • 1988 • Paper strips • 12.8 x 11 cm Service Quality and Operating Efficiency Global Operations and Technology During 2007, the Global Operations and Technology Unit of Mercantil Servicios Financieros continued to develop its strategy to deliver products and services in Venezuela and abroad by implementing initiatives to improve quality of service, reduce operating risks and expedite operations. Further attention was paid to dimensioning distribution channels and improving products and services using lean-banking process factory design. At the same time new lines of service were incorporated in the area of quality management under ISO 9001:2000, and system functionalities and models were also developed to orientate Mercantil’s technology, applications, and information and process architectures. Mercantil Distribution Channels Mercantil Servicios Financieros’ distribution channels expanded during the period in line with growth in the level of transactions and the improvement in customer service through the 351 offices (Mercantil Banco Universal, Mercantil Commercebank and Mercantil Seguros), 1,436 ATMs, 35,989 physical merchant and e-commerce points of sale, 464 Call Center operators, 528 IVR ports and Personal Online Banking and Business Online Banking services. During the year Mercantil Banco Universal opened 11 new offices: Caracas (Capital Region), Barquisimeto, Cabudare (Lara), Valencia (Carabobo), Ejido (Merida), Puerto La Cruz (Anzoategui) and Petrolera Regional del Lago Perla (Zulia). M e r c a n t i l 61 S e r v i c i o s F i n a n c i e r o s Mercantil Banco Universal Major Projects Mercantil Banco Universal has incorporated system functionality to support the delivery of products and services, particularly: • Implementation of the Teller Productivity System at offices, with an 8% increase in teller productivity at year end, and a 23% increase in the demand for customer transactions, compared with 2006. • Introduction of the E-Security Card for Mercantil Personal Online Banking users to provide added security for payments and transfers. • Inclusion of new automated services using the IVR system; application and extension of the Llave Mercantil telephone password; requests for an ATM password for use with credit cards; querying of Internet quota availability through Cadivi for 2007 and previous years; request for Mercantil cash advance and partial and total payments; credit card activation; recharging Digitel cellphone credit, and querying, exchanging and affiliating Mercantil points (bolos). During 2007, Mercantil Servicios Financieros through Mercantil Banco, brought its quality management system in line with the principles and requisites of the ISO 9001:2000 International Quality Standard. All teller transactions processed through the nationwide network of 94 (type ‘A”) offices now carry this quality certification granted by the Venezuelan Standardization and Quality Certification Institute FONDONORMA. Additionally, the ratification of the quality certifications obtained prior to 2007 ensures that the quality requirements and standards of company’s different units are complied with. Mercantil Commercebank Major Projects: The main projects that are designed to support the functionalities of the information system are: • EVP Electronic Vendor Program allows clients to use a B2B supply platform to increase cycle efficiency when paying bills through payment instruments managed by Mercantil Commercebank. • Lockbox allows clients to debit and credit their accounts remotely, directly from their offices, which generates an efficient cash flow by reducing collection time. • Nationwide mass use of credit cards with attributes that allow customers to send their payments directly to a P.O. Box; online payment of credit cards after 4 pm, basic information on credit cards at all branches; ability to credit points earned for online payments with “Visa Extras” to their accounts online. A n n u a l 62 R e p o r t 2 0 0 7 In the operational and technological infrastructure area, Mercantil Commercebank has included the following: The new platform which operates as a multi-channel contact center (IVR) and provides customers with an interactive voice solution with high levels of security and service quality. It integrates the transactional comments that currently serve Mercantil Commercebank Personal Online Banking, with a sophisticated channeling and reporting system and new user-friendly tools to ensure that customers received a rapid response from trained agents who provide a personalized service, through customer identification and segmentation. E-business Solutions The new version of the Mercantil Online Business Banking product is up and running on the TODO1 electronic webpage. It will enable Mercantil Banco Universal, to migrate 100% of its corporate, middle market and SME clients to this new platform, offering additional functionalities in 2007: statements of account, trust fund management, direct debits, check security (security circle), among others. A similar result was obtained with Mercantil Commercebank Online Business Banking, completing the migration of its clients to this new platform. Transactions through Mercantil Banco Universal Online Personal Banking grew 60% over 2006. A range of functionalities was developed to support its product sales strategies, increase the volume of payments and strengthen security on the Internet platform. Use of the Epiphany tool for sending and presenting segmented campaigns to Online Banking clients was intensified. Mercantil Commercebank Online Personal Banking consolidated its level of transactions. TODO1 continued its substantial contribution to the development of e-commerce in Venezuela through its E-Payment tool which is evidenced by the 40% increase in transactions during 2007. Todo1 Services was evaluated for the third time under SAS No. 70 developed by the American Institute of Certified Public Accountants (AICPA) which ratifies compliance with the provisions of the Sarbanes-Oxley Act, which confirms its maturity in the development of world-class systems. Mercantil Seguros During 2007, Mercantil Seguros, a subsidiary of Mercantil Servicios Financieros in Venezuela, continued to improve service quality to meet the needs of its clients, intermediaries and suppliers by expanding its office network and adapting its processes and information systems, as well as enhancing its physical infrastructure and services in different parts of the organization. M e r c a n t i l 63 S e r v i c i o s F i n a n c i e r o s The use of customer and intermediary service areas changed with the opening of new premises San Cristobal (Tachira state) and Valle de la Pascua (Guarico state) and the creation of an Immediate Service Center for Indemnities at the Acarigua (Portuguesa state) branch and the refurbishment of the new premises for back-office operations in Caracas. Products and services were adapted in the individual, automobile and equity insurance portfolios. The online service was consolidated for use by independent insurance advisors, as was the collective automobile and individual policy renewal service to facilitate handling of insurance certificates, acceptance of renewals, financing and direct debits. Customer segmentation progressed so that a platform could be created to capitalize on potential business, increase trade relations and offer policyholders more customized services. Large corporate clients choose to insure their property with Mercantil Seguros because it has the backing of world class reinsurance companies. In the personal product area, the Mercantil Banco Universal Online Personal Banking reflects 60% growth of transactions compared to 2006. GOLDSCHMIDT, Gertrud (GEGO) Dibujo sin papel #6 • 1976 • Stainless steel wire and metallic cord • 50,5 x 49,5 x 18 cm GOLDSCHMIDT, Gertrud (GEGO) TAM-1857 • 1966 • Lithograph on paper • 28 x 28 cm Human Resources Human Resource activities were channeled at the different activities undertaken to support Mercantil’s business plans. They consisted of providing the staff needed; maintaining the competitive remuneration positioning; implementing new schemes to prepare and recruit talent; adapting labor standards; boosting employees’ quality of life; improving organizational climate; encouraging employee involvement in social responsibility and supporting the launch of the new brand. At December 31, 2007 Mercantil Servicios Financieros has 10,132 employees, 90% of whom working for Mercantil Banco Universal, Mercantil Seguros, Mercantil Merinvest and Mercantil subsidiaries in Venezuela and 10% abroad, mainly at Mercantil Commercebank in the United States. The number of people on the payroll in 2007 grew 6%. The majority of them work in customer service related areas. Pursuant to a decision by the Board of Directors and within Human Resource activities focus on furthering the different initiatives implemented to support the business plans of Mercantil’s subsidiaries. the framework of the 80th anniversary of Mercantil’s foundation, Mercantil implemented its General Stock Purchase Program whereby 7,623 workers in Venezuelan companies became new owners of Mercantil Servicios Financieros stock. A total of Bs. 8,700 million was invested in training through 1,795 courses, with 38,500 participants and 410,000 man/hours of training. A total of 10,500 workers took part in training events averaging 39 hours of training per person: Operational Specialization Course, Advanced Operational Program, Training Course for Credit Analysts, Management Training Program, Monetary Conversion Program and Anti-Money Laundering Programs, the majority of them given through distance training. During 2007, competency models were approved for all Mercantil’s subsidiaries with advice from the Hay Group, and the competencies and levels expected of each of the roles representing the company’s macro-activities and positions associated with each one. M e r c a n t i l 67 S e r v i c i o s F i n a n c i e r o s Mercantil and its subsidiaries in Venezuela have traditionally maintained good relations with the unions, both in the case of Seguro Mercantil’s union (Sindicato Único de Trabajadores de Seguros Mercantil) and the National Federation of Workers (Federación Nacional de Trabajadores) and their unions affiliated to Mercantil Banco Universal. The company reiterates the importance of union relations over the years with the union representation, during which time the parties have worked together to improve the benefits received by workers according to market conditions and the company’s capacities. Considerable attention is paid to the organizational climate aspect in all Mercantil’s companies. In 2007, for the third year running, the company conducted an Organizational Climate survey, in conjunction with the Great Place to Work Institute in which 74.4% of the 10,132 employees participated. The staff has sound personal and professional ethical principles and values which are reflected by the opinions of 87% of the employees who see Mercantil as a serious, honest organization that follows its Code of Ethics. The results of the survey reveal that 85% of the staff feels that Mercantil is “a great place to work.” Within the framework of the project to improve the technological platform and encourage employees to use it on a self-service basis, during 2007 several initiatives were implemented so that a series of processes and services could be introduced for Mercantil’s companies in Venezuela. A n n u a l 68 R e p o r t 2 0 0 7 The Corporate Communications and Institutional Marketing Units and the Human Resources Unit worked together on the launching of a new brand strategy to reaffirm the attributes of the Mercantil brand to all Mercantil’s employees and make them all aware of the brand’s new graphic identity. This effort involved a face-to-face communication program with over 9,000 employees. Within the framework of the project to improve the technological platform and encourage employees to use it on a self-service basis, during 2007 several initiatives were implemented so that a series of processes and services could be introduced for Mercantil’s companies in Venezuela. The Project for the New SAP Human Resources Technological Platform for Mercantil Venezuela, which will be concluded in 2008 for use by the organization and all Mercantil employees worldwide was introduced. M e r c a n t i l 69 S e r v i c i o s F i n a n c i e r o s GOLDSCHMIDT, Gertrud (GEGO) Dibujos sin papel 83/13 y 85/21 • 1983 y 1985 Stainless steel wire, copper, aluminum and iron • 128 x 78 x 8 cm Risk Management Good risk management is key to Mercantil’s strategic activity and its ability to generate value for shareholders. During 2007, Mercantil’s Risk Management Unit furthered its consolidation plans in search of excellence. It applied best practices within the tolerance limits defined by the Corporation, while strengthening its organizational structure as an independent unit, providing the support necessary to achieve the plans of the different subsidiaries of the group and pinpointing business opportunities capable of creating value without affecting risk exposure. Risk reporting policies, processes and systems and risk-adjusted return on capital (RAROC) indicators were strengthened and standardized. Value at Risk (VaR), Earnings at Risk (EaR) and Economic Value methodologies were consolidated and stress testing applied to the market and credit risk analysis, in order to evaluate the impact of adverse scenarios on provisions and capital. Methodological In 2007, through the Monetary Conversion, Mercantil faced one of its greatest challenges in terms of operational, legal and reputational risk exposure improvements were intensified so that a new rating model could be implemented for business clients and rating models could be improved to support consumer credit portfolio management. Development of the internal models used for the analysis, quantification and control of risk exposures in the group’s different business lines was ongoing. Operational risk assessments were carried out on the process, products and services of the subsidiaries in different countries; the horizons of the business continuity plans were extended and the organization’s risk culture was measured. The acquisition of a new technological risk-management platform was completed, and is in the process of being implemented. In the future this will facilitate the move towards accurate automated risk management, with streamlined tools, historic databases and integrated information systems to feed the different projected loss-measurement and capital-assignment systems for the risks implicit in Mercantil’s businesses and to satisfy the demanding requirements of the New Basel Accord. Lastly, in 2007 Mercantil faced one of its greatest challenges in terms of operational, legal and reputational risk exposure. This called for action from the point of view of Operational Risk to identify, analyze and evaluate existing operational threats depending on the probability of them occurring and the potential impact on the organization, in order to design preventive strategies and contingencies to mitigate risks and ensure business continuity. M e r c a n t i l 71 S e r v i c i o s F i n a n c i e r o s Credit Risk Credit risk is conceived globally at Mercantil and its function responds to common principles and organizational criteria shared by its different subsidiaries. In order to develop it appropriately, a series of credit policies, procedures and management tools have been established and are constantly being improved to guarantee better and more sophisticated global risk management. With the progress achieved in Credit Risk management Mercantil was able to keep loan portfolio growth to an acceptable risk level during 2007. This gave the institution a satisfactory level of credit quality with a variation of 32.9%. During 2007 the new Master Scale Rating was applied at Mercantil Banco Universal and the internal ratings of the different models available were streamlined and benchmarked against the rating agencies’ external ratings. Loan portfolio provisioning processes were improved in the different companies and scenario analyses were included in the calculation of provisions so that the impact of different variables on the current portfolio risk level could be measured. The constant need to apply best risk management practices, has kept alive the interest in following up the New Basel Accord This has meant that significant progress was made during the year to further the progress already made and reduce the amount by which some subsidiaries are lagging behind Basel II. The following graph shows in detail how total credit risk exposure is distributed and includes direct, contingent and issuer risk by country and type of client with the breakdown of credit risk as of December 2007. Breakdown of Credit Risk by Geographic Region and Type of Customer 25% 20% 15% 10% 5% Venezuela USA Other Countries A n n u a l 72 R e p o r t 2 0 0 7 Government Sponsored Agencies Real Estate Loans Financial Other Assets Individuals Government Large Corporations Other Companies BCV 0% In 2007 67.3% of the credit risk exposure is accounted for by Venezuela, 25.9% by the USA and 6.83% Other Countries. The main changes were in Venezuela and the United States, the former with a 7.0% increase in its share compared with the previous year, mainly due to the country’s economic growth, and a 6.8% reduction in the USA’s share due to the slump in the property market. The credit risk exposure of the Personal Banking and Central Bank segment grew. The Personal segment portion share increased 1.7% from 11.1% to 12.8%, mainly in the case of consumer credit products (credit cards, vehicle loans) and the BCV’s portion rose 1% from 18.9% to 19.9%, due to a larger volume of deposits given Mercantil Banco Universal’s higher liquidity levels. The share of US government-sponsored agencies, as well as real estate loans (construction) in Venezuela dropped from 1.7% and 1.5% respectively, by 2.4% in the case of the former and 5.1% in the case of the latter, as a result of the reduction of the limits in these segments given the economic downturn experienced by this sector during 2007. No significant variation was registered in other clients as a proportion of total loans. The distribution of Mercantil’s loan portfolio by clients’ Economic Activity is shown below: Distribution of Mercantil’s loan portfolio by economic activity ELECTRICITY, GAS AND WATER 0.1% 0.8% MINING EXPLOITATION AND HYDROCARBONS 1.0% Activity TRANSPORTATION, WAREHOUSING, TELECOMMUNICATIONS SOCIAL AND PERSONAL COMMUNITY SERVICES 1.7% NON SPECIFIED ACTIVITIES 3.5% MANUFACTURING INDUSTRIES 5.9% CONSTRUCTION 6.6% AGRICULTURE, FISHING AND FORESTRY 8.6% FINANCIAL INSTITUTIONS AND INSURANCE 32.9% TRADE, RESTAURANTS AND HOTELS 39.0% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% 40.0% 45.0% Percentage M e r c a n t i l 73 S e r v i c i o s F i n a n c i e r o s The following figure shows that 39.0% of the loan portfolio is made up by the wholesale and retail trade, restaurants and hotels, followed by the financial sector, insurance, real estate and service to companies (32,9%); this is due to the personal loans portion of the loan portfolio which is comprised by people whose activities are inherent to this rating (self-employed professionals, recreational services, personal services, etc.). The third largest sector is agriculture, fisheries and forestry with 8.6%. Loan portfolio quality has remained favorable over the last few years, with a ratio of past due and non-performing loans to total loans below 1% in the last 7 semesters. This it grew from Bs. 111 billion to Bs. 125 billion, a 12.3% variation, while total loans increased 32.6%, with a 0.65% variation. Past due and Non-Performing Loans/ Gross Loans Market Risk The market risk materializes in an organization when market conditions deteriorate, affecting the liquidity and value of the financial instruments held by the company in investment portfolios or contingent positions, resulting in a loss for the company. There are two fundamental types of risk: price and liquidity. Each market factor and its effect on the financial organization’s risk profile is measured daily. Mercantil has a technological infrastructure and early warning systems that the Treasury uses to monitor and follow up market risk. These systems produce a range of reports for the Treasury’s risk-taking units and the corresponding management levels. Mercantil focuses its analysis on different methodologies for measuring market risk, such as Value at Risk (VaR), Financial Margin Sensitivity due to interest rate changes Repricing Gap, Risk Gains, Liquidity Gap and a series of other measures and ratios for managing market risk effectively. A n n u a l 74 R e p o r t 2 0 0 7 Value at Risk (VaR). The maximum potential loss due to adverse changes in market factors in the positions taken in the different Treasury activities at a level of statistical confidence and for a given period is estimated. Mercantil uses the Variance - Covariance method to estimate the VaR of its trading and positioning activities, based on a normal statistical distribution of portfolio asset yields, with a 98% interval of confidence and a one-day time horizon. This model is periodically reviewed and compared with backtesting studies which involves checking whether the potential loss estimations (VaR), calculated under the assumption of normal market conditions, are in line with the values observed in the market. To complement the VaR, simulations are run, adding stress situations based on extreme market conditions to estimate the potential loss the Treasury would face if this situation were to materialize. Market Risk in Trading Activities in 2007 Mercantil’s trading and positioning activities were carried out in the fixed-income securities in Venezuela denominated in bolivars and in the fixed-income securities in emerging markets, the latter concentrated in Venezuelan government debt securities issued by Petróleos de Venezuela (PDVSA); and also the US market with trading activities, mainly Mortgage Backed Securities MBS and Collateralized Mortgage Obligations (CMO) and Credit Default Swaps (CDS). Mercantil maintained its position of leadership, participating actively in the Venezuelan government debt market in 2007 through primary issues of treasury bills and bolivar and US$ denominated government bonds and global bonds. Trading in the bolivar-denominated Fixed-Income Securities Market In 2007, the Venezuelan financial market increased its interest rates based on the monetary policies decisions taken by the Central Bank which reduced excess liquidity levels in the financial system and stimulated an increase in the government bond yields. Vebonos maturing April 2010 which yielded 3.48% at the end of 2006 closed at 13.43% in 2007. This increase in yield occurred with the price of securities being registering higher average volatility levels than in 2006 (0.28% in 2006 versus 0.96% in 2007). Global fixed-income trading activity in bolivars maintained an average VaR of Bs. 1,215 million during the year of (maximum Bs. 7,171 million, minimum Bs. 9 million), versus an average VaR of Bs. 1,612 million in 2006 (maximum Bs. 2,954 million, minimum Bs. 528 million). M e r c a n t i l 75 S e r v i c i o s F i n a n c i e r o s Trading in Fixed-Income securities in emerging markets The Venezuelan government launched two bond issues maturing in 2038 on the international market during 2007 and a global offer of US$ 1,250 million in which Mercantil participated actively. The yield of Venezuelan debt securities increased during the year. One example is the global 2027 bond that yielded 6.74% at the close of 2006, and 9.19% at the close of 2007. This bond’s daily price volatility during the year averaged 0.83%, which exceeded the average in 2006 by 0.51%. The average VaR of this activity was US$ 0.256 million in 2007 (maximum US$ 0.694 million and minimum US$ 0.006 million). These values increased compared with the previous year (average VaR of US$ 0.133 million, maximum US$ 0.0376 million, minimum US$ 0.005 million). Trading in the Fixed Securities market in the US Market One of the highlights in this market in 2007 was the FED’s decision to systematically reduce the Fed Funds rate (from 5.25% in December 2006 to 4.25% in December 2007) revealing an increase in the market’s volatility. For instance for 3 and 5 year Treasury bills the rate increased from 0.85% in December 2006 to 1.53% in December 2007. Mercantil participated in this market through CMO, MBS and CD trading activities whose VaR at the close of 2007 was US$ 0.107 million, with maximum and minimum values of US$ 0.215 million and US$ 0.002 million respectively in the data series for the year. CMOs in this portfolio have no subprime mortgage exposure. The company also participated in the Credit Default Swap, reflecting a VaR of US$ 0.031 million at year end, an average value of US$ 0.045 million, and a maximum and minimum of US$ 0.107 million and US$ 0.011 million respectively. Market Risk in Positioning Activities in 2007 The average VaR of Mercantil’s positioning activities (98% confidence) for the consolidated investment portfolio classified as available for sale during 2007 was Bs. 21,707 million – equivalent to US$ 10.7 million – which accounted for 0.3% of the total securities position on the balance sheet and held as available for sale. These figures grew compared with 2006 when the average VaR was Bs. 14,860 million – approximately US$ 7.0 million – representing 0.2% of the available for sale securities position. A n n u a l 76 R e p o r t 2 0 0 7 Price risk in interest rates gap position The price risk in the gap position of interest rates arises from balance sheet asset and liabilities timing differences. When adverse changes occur in the interest rate market, this gap can impact the institution’s financial margin. To manage this, a repricing gap is applied to the financial assets and liabilities. This takes into account the sensitivity of the financial margin to changes in interest rates (in the Venezuelan market this is done with 100, 200, 300, 500 and 1000 basis points; while in the US market it is calculated with 100 and 200 basis points over a 12 month period, which are measured and compared with the interest rate limits designed. Additionally, the sensitivity of the financial margin to interest rate variations caused by their historic volatility, the economic value of the capital and an analysis of the duration are calculated. Liquidity Risk Liquidity risk depends on the likelihood that a company will be unable to deliver funds or financial assets, as agreed with a client or market counterpart, at any time or in any place or currency. This risk is one of the major ones a financial institution could face in its intermediation activity because it can trigger a host of different risks, one of the worst being reputational (or franchise) risk. Therefore, for Mercantil Servicios Financieros and its subsidiaries, managing and measuring liquidity risk is considered a priority for the global management of an organization’s risks and business. The Treasury has responsibility for liquidity risk which follows the liquidity policy parameters for organization outlined by the Board of Directors, through the Board of Directors Risk Committee, the Global Risk Committee and the Assets and Liabilities Committee. An organization’s global liquidity risk environment monitored periodically and is the outcome of the liquidity management process exercised by the Treasury in each of the financial vehicles in which it participates. The Assets and Liabilities Committee meets monthly and must make decisions on the liquidity and structure of the financial balance sheet by presenting the evolution and trends of the main factors affecting liquidity, measured by a series of tools and reports for optimizing the management of assets and liabilities (analysis of liquid assets, short, medium and long-term liquidity gap, liquidity indicators (evolution of balance sheet items), among others. These analysis and methodologies are complemented by reports known as Contingency Funding Plans. M e r c a n t i l 77 S e r v i c i o s F i n a n c i e r o s Operational Risk During 2007 Mercantil continued to evolve in line with its achievements, the standards of the regulatory entities and recommendations on best practices Framework Implementation for operational Risk % 95% Venezuela USA 80% Switzerland 80% 60% Panama 30% Other Countries 78% Total Average 0% 20% 40% 60% 80% 100% The Operational Risk Unit is constantly optimizing the tools needed to manage operational risks, aware that this is the best way to deal with changes in the environment, meet current needs and prepare for new challenges. A technological tool was acquired and configured to reinforce the integration of the business units and a qualitative and quantitative analysis, while adjusting capital calculation and allocation using advanced methods that increase risk sensitivity, including scenario analysis and considering the inclusion of external data events. Identifying operational, legal and reputational risks and controlling risk exposure is crucial, as can be seen from the risk assessments carried out on new products before they are launched on the market in order to mitigate and control potential operational risks. In response to the risks identified, a fundamental part of operational risk management involves following up of action plans, particularly plans designed to prevent high-frequency risks involving electronic fraud and mitigate risks derived from data security violations. Insurance policy programs and business continuity plans are strengthened to handle high-severity or catastrophic risks. Mercantil continues to expand its operational risk management activity in all the countries where it operates. A n n u a l 78 R e p o r t 2 0 0 7 Its action, which is based on the best management practices proposed by the Basel Committee, gives it a sound risk culture which ensures that the operational risks existing in the organization are identified, evaluated, controlled, mitigated and monitored. The point of interaction of the Operational Risk, business, support and other units is the Operational Risk Committee whose mission is to review and recommend policy matters, tools, methodologies and other aspects that facilitate operational risk management and minimize real or potential losses that might arise due to unexpected events in the operational and technological environment. This is undertaken by following up the behavior of the different risk factors and the corresponding action plans. The frequent changes in national and international regulations mean that organizations must adapt their business processes, technological infrastructure and data systems to meet the requirements and deadlines. Monetary Conversion in 2007 involved a major change for Mercantil’s companies in Venezuela. This process called for action from the point of view of operational risk to identify, analyze and assess potential threats, the probability of them occurring and their impact, to design preventive strategies and contingencies to mitigate them and ensure operational continuity. At Mercantil, the development of operational risk management has boosted the institution’s preparedness for extraordinary and exogenous events that threaten its processes, leading the company to ensure that its response complies with the requirements of the regulatory entities. For Mercantil, training and refresher courses for its staff on operational risk is key to its success in preventing this type of risk, which is why programs are continually being developed to increase awareness among the different companies. These include talks and cineforums. Risk Management in Non-banking Activities During 2007, Mercantil Seguros continued to implement its risk management strategy in line with Corporate Operational Risk Management Unit’s guidelines, focusing its efforts on identifying, analyzing, evaluating and following up the risks implicit in the products offered and those associated with underwriting, reinsurance and indemnity processes, in other words the processes that make up the value chain of the business, thus helping to reduce the institution’s risk levels. Distribution of Operational Risk Events (year 2007) 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% External Fraud Execution, delivery and process management Impact on business and system mal functioning Damage to physical assets Internal Fraud Work practices and security in the working environment Practices related with clients and products Severity- Amount Frequency - Number of Events M e r c a n t i l 79 S e r v i c i o s F i n a n c i e r o s GOLDSCHMIDT, Gertrud (GEGO) Sin título • Sin fecha • Lithograph on paper • 56,8 x 56,4 cm Performance of Subsidiaries Mercantil operations take place in Venezuela and abroad and its management results are reviewed in the Consolidated Financial Statements Review chapter. A summary of Mercantil’s operations carried out through each subsidiary as of December 31, 2007, according to the accounting standards of the Venezuelan National Securities Commission (CNV) is presented below. Mercantil Servicios Financieros (1) (In millions) Shareholders’ Equity Bs. 3,407,614 (12/31/2007) Equity Mercantil, C.A. Banco Universal Bs. 2,004,877 Venezuelan Main Activity Universal Bank Main Subsidiaries Mercantil Commercebank Holding Corp. Bs. 782,526 Holding Mercantil Internacional Bs. 176,073 Mercantil Seguros, C.A. Bs. 269,310 Mercantil Merinvest, C.A. Bs. 92,760 Others Bs. 82,068 Commercial Bank, Brokerage and Trust Services in USA International Bank Mercantil Commercebank N.A. Mercantil Bank (Schweiz), AG. Switzerland Mercantil Merinvest Casa de Bolsa, C.A. Mercantil Commercebank Investment Services (MCIS) Mercantil Bank (Cayman) Cayman Islands Mercantil Servicios de Inversión, C.A. Mercantil Commercebank Trust Company (MCTC) Mercantil Bank Curaçao NV (Curaçao) Merinvest Sociedad Administradora de Entidades de Inversión Colectiva, C.A. Insurance in Venezuela Investment Banking, Mutual Funds, Trading & Brokerage in Venezuela Banco del Centro, S.A. (Panamá) Other Non Financial Businesses Total (In millions of Bs.) 1 24,576,131 5,312,265 12,336,125 21,108,057 11,930,922 4,912,790 6,462,820 9,398,648 888,243 308,819 539,547 780,908 995,612 667,006 0 0 308,664 72,356 0 0 349,980 198,971 0 0 39,049,552 11,472,207 19,338,492 31,287,613 472,887 65,843 73 70,121 8,395 166,014 783,333 Total Assets Investments Loan Portfolio, Net Deposits Net Income for the Year 11,459 2,477 5,751 9,842 5,563 2,291 3,014 4,383 414 144 252 364 465 311 0 0 144 34 0 0 164 92 0 0 18,208 5,349 9,017 14,589 220 31 0 33 4 77 365 Number of Employees 7,741 947 52 1,268 42 82 10,132 Total Assets Investments Loan Portfolio, Net Deposits Net Income for the Year (In millions of US$.) 2 (1) Financial Information presented in accordance with the standards of the Venezuelan National Securities Commission (CNV). Figures net of elimination of intercompany transactions. (2) Dollar figures are given for reference purposes only and are converted at the controlled exchange rate at December 31, 2007 of Bs. 2,144.60/1US$. There is an exchange control in place in Venezuela since February 2003. M e r c a n t i l 81 S e r v i c i o s F i n a n c i e r o s Comments and a summary of the financial statements of Mercantil’s main subsidiaries are presented below, based on the accounting standards applicable to each of them, which explains why they differ from the consolidated information presented according to the accounting standards of the National Securities Commission (CNV). Mercantil C.A. Banco Universal presents its information in accordance with the standards of the Superintendency of Banks in Venezuela; Mercantil Commercebank Holding Corp according to USGAAP; Mercantil Seguros C.A., according to the standards of the Superintendency of Insurance in Venezuela Mercantil Merinvest C.A., in accordance with the standards of the National Securities Commission (CNV). Mercantil Banco Universal The total assets of Mercantil Banco Universal grew Bs. 5,999,748 million (35.3%) compared to December 2006. During 2007 the net loan portfolio grew Bs. 3,823.085 million (44.4%) and government deposits by Bs. 5,060,647 million (34.4%). Loan portfolio quality remains very favorable. The ratio of past-due and non-performing loans to total loans is 0.5%, while for the Venezuelan financial system as a whole it is 1.2%. At year end Mercantil Banco Universal ranked second in the Venezuelan financial system in terms of total assets, with a 10.6% market share. The institution with the largest share of the market has 12.8% and the four main banks account for 43%. It is also second in Venezuela with 11.4% in terms of total deposits plus investments sold under repurchase agreement. Mercantil is Venezuela’s leading bank in terms of savings deposits, agricultural credits and mortgage loans (Special Mortgage Act) with market shares of 16.6%, 15.9% and 16.9%, respectively. As of December 31, 2007 investments in securities were made up as follows: Certificates of Deposit and other securities issued by the BCV, 61.6%; securities issued or guaranteed by the Venezuelan government, 32.8%, US government-backed securities, 0.3% and securities issued by the Venezuelan and international private sector and US government-backed agencies, 5.3%. Shareholders’ equity grew Bs. 572,630 million (37.7%) compared with December 31, 2006. This increase includes mainly Bs. 534,952 million in net earnings during 2007. It also includes a Bs. 133,948 million increase in capital, Bs. 79,986 million which correspond to cash dividends paid out and Bs. 16,284 million to the adjustment to market value of investments available for sale. Mercantil Banco Universal, Consolidated Year Ended (In millions of Bs. and US$) 2007 2007 2006 2005 US$(1) bolivars bolivars bolivars 10,723 22,997,523 16,997,775 10,848,554 Investments in Securities 1,682 3,608,182 3,886,047 1,648,167 Loan Portfolio, Net 5,797 12,432,519 8,609,434 6,762,736 Deposits 9,213 19,757,310 14,696,663 8,972,559 Equity 975 2,091,272 1,518,642 1,200,200 Net Earnings for the Year 249 534,952 424,124 471,874 Total Assets Historic figures presented in accordance with the standards of the Superintendency of Banks and Other Financial Institutions (2) Dollar figures are given for reference purposes only and are converted at the controlled exchange rate at December 31, 2007 of Bs. 2,144.60/1US$. There is an exchange control in place in Venezuela since February 2003. A n n u a l 82 R e p o r t 2 0 0 7 The equity/assets ratio as of December 31, 2007 is 9.6%1 (minimum requirement 8%) and the equity/risk-weighted assets according to the standards of the Superintendency of Banks in Venezuela is 14.0% (minimum requirement 12%). Net earnings for 2007, amounted to Bs. 534,952 million and represented a Bs. 110,828 million (26.1%) increase over 2006. This is associated with a 46% (Bs. 490,955 million) increase in Net Interest Income from Bs. 1,066.400 million recorded as of December 31, 2006. It is mainly attributable to the increase in the average volumes of financial assets and liabilities in Venezuela compared with the first half of 2006 and to the interest rates in Venezuela. Operating expenses increased Bs. 244,771 million, 24.4% by comparison with 2006, mainly due to the Bs. 85,302 million (16.9%) increase in personnel expenses following the application of a wage increase, the effect of the new collective bargaining agreement signed between the workers and their unions and valid for three years starting January 1, 2007, and an increase in the size of the payroll from 7,355 to 7,741 employees (386 more); an additional Bs. 32,455 (116.0%) in taxes and other contributions, Maintenance Expenses, Depreciation of Property and Equipment and Amortization of Intangibles Bs. 32,335 million (45.4%), Travel and Communications Expenses Bs. 16,842 million (26.3%) and Advertising Expenses Bs. 14,929 million (20.5%). Figures for 2006 include non-recurring expenses due to the application of the new defined contributions plan: “Plan de Ahorro Previsional Complementario.” Inflation in Venezuela in 2007 was 22.5%. This variable has a significant effect on Mercantil Banco Universal’s operating expenses. Mercantil Commercebank Holding At December 31, 2007 Mercantil Commercebank Holding registered total assets of US$ 5,567 million, which represents a 10.9% increase compared to December 2006. The Investment Portfolio maintained similar levels to the previous year, reaching US$ 2,291. It is made up mainly of highly liquid instruments issued by the US Government or government-sponsored agencies and the remainder of securities issued by the international private sector. Net loans grew 16.2% to US$ 3,014 million. The loan portfolio remains very favorable with a ratio of pastdue and non-performing loans of 0.8%. Mercantil Commercebank has no exposure to subprime mortgages. Total deposits as of December 31 are US$ 4,475 million, reflecting a yearon-year variation of 16.1%. Mercantil Commercebank Holding registered US$ 35 million in earnings in 2007 compared to US$ 43 million in 2006. This decline is mainly due to loan portfolio provisions, despite a Net Interest Income derived from higher average volumes of assets as a result of the fall in interest rates over that period. Operating and personnel expenses in 2007 totaled US$ 28 million, 25% higher than the previous year, mainly because the infrastructure was expanded to handle new strategies such as the expansion of new services and improvements to the quality of the services offered. (1) Obtained by dividing shareholders equity by total assets less investments in Government Debt Securities. M e r c a n t i l 83 S e r v i c i o s F i n a n c i e r o s The results represent a Return on Assets (ROA) of 0.8% (1.1% in 2006) and a Return on Capital (ROE) of 9.6% (14.0% in 2006). The main capital adequacy indicators for Mercantil Commercebank N.A. are an equity/assets ratio of 7.7% and an equity/risk-weighted assets ratio of 12.5% according to the standards of the Office of Comptroller of the Currency (OCC). The Office of Comptroller of the Currency has once again rated Mercantil Commercebank, N.A.’s performance “Outstanding” under the Community Reinvestment Act (CRA). This is the highest rating granted to any banking institution. Mercantil Commercebank Holding Corporation Consolidated 2007 2007 2006 2005 US$(1) bolivars bolivars bolivars Total Assets 5,567 11,940,508 10,764,375 9,065,213 Invesments in Securities 2,291 4,912,790 4,805,621 4,390,963 Loan Portfolio, Net 3,014 6,462,820 5,559,923 4,253,178 Deposits 4,475 9,597,330 8,269,906 7,207,517 370 792,111 624,145 521,604 35 75,451 93,112 79,995 Year Ended (In millions of Bs. and US$.) Equity Net Earnings for the Year (1) Figures according to the accounting principles generally accepted in the United States (US GAAP) Dollar figures are given for reference purposes only and are converted at the controlled exchange rate at December 31, 2007 of Bs. 2,144.60/1US$. There is an exchange control in place in Venezuela since February 2003. (2) Mercantil Seguros In 2007, premium income grew 45%, to Bs.1,413,800 million, reflecting an outstanding sales effort. At year end Mercantil Seguros, a subsidiary of Mercantil in Venezuela, was Venezuela’s third insurance company in terms of net premiums, with a 9.2% market share. The leading institution has 12.2% of the market. The company’s total assets were Bs. 1,154,223 million at year end. Net assets of Bs. 358,436 million reflected a level of solvency that meets the statutory requirements. The figures presented include all the mandatory and voluntary reserves required to guarantee the company’s operations, including claims reserves pending settlement and end-of-year payments. Guarantees and reserves amount to Bs. 681,186 million. At the close of December 31, the company’s investment was Bs. 980,228 million. Total investments representing technical reserves reached Bs. 746,756 million and liquidity levels comply with the requirements regarding commitments towards policyholders, insurance advisers and reinsurers. Net earned premiums rose 57%, from Bs. 433,400 million in 2006 to Bs. 679,600 million in 2007, mainly due to growth in the health and automobile business. A n n u a l 84 R e p o r t 2 0 0 7 Net earned premiums in the collective insurance business increased 54% to. Bs. 636,100 million compared to 2006. This segment represents an important proportion of the company’s portfolio (45% market share). The technical result closed at Bs. 37,900 million in 2007, with a combined ratio (COR) of 96.7%. Net income was Bs. 69,056 million. Mercantil Seguros, C.A. 2007 2007 2006 2005 US$(1) bolivars bolivars bolivars Total Assets 538 1,154,223 828,134 554,954 Investments in Securities 457 980,228 719,277 464,097 Equity 167 358,436 265,527 185,122 32 69,056 57,350 52,148 659 1,413,800 975,544 670,127 Year Ended (In millions of Bs. and US$.) Net Earnings for the Yaer Net Premiums (1) Figures in accordance with the standards of the Venezuelan Superintendency of Insurance. Dollar figures are given for reference purposes only and are converted at the controlled exchange rate at December 31, 2007 of Bs. 2,144.60/1US$. There is an exchange control in place in Venezuela since February 2003. (2) Holding Mercantil Internacional Holding Mercantil Internacional consolidates four overseas financial institutions: Mercantil Bank Curaçao, N.V., in Curaçao; Banco del Centro S.A., in Panama; Mercantil Bank (Schweiz) AG, in Zurich, Switzerland and Mercantil Bank Cayman Limited in the Cayman Islands. The activity of Mercantil Bank (Schweiz) AG, which includes the Mercantil Bank Cayman Limited subsidiary, increased in 2007. The level of assets increased US$ 56 million in relation to December 2006 to US$ 336 million. This increase is due to US$ 19 million (16%) growth of the investment portfolio and the US$ 29 million (20%) growth of the loan portfolio. Banco del Centro, S.A., changed the International License it had held since 1977 for a General License. This was approved by the Superintendency of Banks of Panama and allows it to operate in Panama, carrying out transactions that took place abroad. This authorization enables Banco del Centro S.A. to offer its financial services to Panamanian residents and foreigners alike. Holding Mercantil Internacional’s assets were US$ 477 million at December 31, 2007, much the same as the previous year when they totaled US$ 473 million. Net income for the period includes a reduction in earnings on the sale of securities, which is due to a fall in the market price of fixed-income securities (mainly securities issued by the Venezuelan government, autonomous companies owned by the Venezuelan State and sovereign governments. M e r c a n t i l 85 S e r v i c i o s F i n a n c i e r o s Holding Mercantil International C.A. Consolidated 2007 2007 2006 2005 US$(1) bolivars bolivars bolivars Total Assets 477 1.023.245 1.014.698 817.865 Investments in Securities 206 440.936 576.064 484.578 Year Ended (In millions of Bs. and US$.) Loan Portfolio, Net 252 539.548 413.062 305.376 Deposits 386 828.684 871.370 695.017 82 176.072 124.852 94.197 0 74 8.708 14.914 Equity Net Earnings for the Year (1) Figures in accordance with the standards of the Venezuelan National Securities Commission (CNV) Dollar figures are given for reference purposes only and are converted at the controlled exchange rate at December 31, 2007 of Bs. 2,144.60/1US$. There is an exchange control in place in Venezuela since February 2003. (2) Mercantil Merinvest Mercantil Merinvest’s subsidiaries include a securities brokerage company, a mutual fund and an investment portfolio management company. As of December 31, 2007 Mercantil Merinvest attained Bs. 328,877 million in total consolidated assets, 103% more than in 2006. This growth is reflected in the investment portfolio which increased to Bs. 91,723 million (29% more than in 2006) and mutual fund operations (indexed financial assets) carried out through Mercantil Merinvest Casa de Bolsa, C.A. which rose 169% compared with the previous year to Bs. 228,156 million at the end of 2007 Earnings for the year totaled Bs. 8,458 million. Net income for the period includes a reduction in earnings on the sale of securities due to a fall in the market price of fixed-income securities (mainly securities issued by the Venezuelan government, autonomous companies owned by the Venezuelan State and sovereign governments. Mercantil Merinvest, Casa de Bolsa, C.A., continued to offer the Cuenta de Corretaje Merinvest (CCM) product, which at the close of December 2007 had attracted 30,225 new clients compared with 17,097 at December 31, 2006. Mercantil Merinvest, C.A. Consolidated 2007 2007 2006 2005 US$(1) bolivars bolivars bolivars Total Assets 153 328,877 161,808 58,515 Investments in Securities 43 91,723 71,177 54,285 Indexed Financial Assets 106 228,156 84,801 0 43 92,760 59,042 52,311 4 8,458 17,335 22,480 Year Ended (In millions of Bs. y US$.) Equity Net Earnings for the Year (1) Figures in accordance with the standards of the Venezuelan National Securities Commission (CNV) Dollar figures are given for reference purposes only and are converted at the controlled exchange rate at December 31, 2007 of Bs. 2,144.60/1US$. There is an exchange control in place in Venezuela since February 2003. (2) A n n u a l 86 R e p o r t 2 0 0 7 Other Non-Financial Business Mercantil Inversiones y Valores Mercantil Inversiones y Valores comprises Mercantil Servicios Financieros’ non-financial companies, such as Servibien, Almacenadora Mercantil and other investments in securities. It also has a 19% stake in Servicio Panamericano de Protección (Serpaproca), an armored transportation business. In 2007, Serpaproca declared a dividend of Bs. 3,216 million representing 21.7% of the company’s earnings. Servibien, a subsidiary of Mercantil Inversiones y Valores whose core business involves trading in real and personal property owned by Mercantil and its subsidiaries sold Bs. 11,902 million worth of property in 2007, 43% of which belonged to Mercantil Banco Universal, 32% to Mercantil Seguros and 24% to Mercantil Inversiones y Valores. Automotive vehicles recovered by Mercantil Seguros were sold at auction. Ten auctions produced a total of Bs. 16,170 million (54.1% more than the Bs. 10,492 million produced in 2006). At the close of 2007, Mercantil Inversiones y Valores, C.A. registered assets and liabilities of Bs. 51,207 million and Bs. 47,790 million respectively. Earnings were down because some minority investments had been transferred to Mercantil Servicios Financieros. Mercantil Inversiones y Valores Consolidated Year Ended (In millions of Bs. and US$. ) 2007 2007 2006 2005 US$(1) bolivars bolivars bolivars Total Assets 24 51,207 101,842 92,769 Invesments in Securities 18 38,896 86,645 79,229 Equity 22 47,790 92,153 81,420 Net Earnings for the Year (2) (3,426) 30,151 115,262 (1) Figures in accordance with the accounting Principles Generally Accepted in Venezuela (2) Dollar figures are given for reference purposes only and are converted at the controlled exchange rate at December 31, 2007 of Bs. 2,144.60/1US$. There is an exchange control in place in Venezuela since February 2003. M e r c a n t i l 87 S e r v i c i o s F i n a n c i e r o s GOLDSCHMIDT, Gertrud (GEGO) Sin título • 1963 • Lithograph on paper • 45.5 x 38 cm Credit Ratings During 2007 credit ratings were conducted on Mercantil Banco Commercebank Universal, Holding and Mercantil Mercantil Commercebank N.A., as well as on Mercantil Servicios Financieros (Mercantil). These ratings reflect the solidity of Mercantil and its institutions in the countries where they are present. The following table summarizes the credit ratings that Clave Sociedad Calificadora de Riesgo, Fitch Ratings and Moody's Investors Service gave to Mercantil Servicios Financieros, Mercantil, C.A. Banco Universal, Mercantil Commercebank Holding and Mercantil Commercebank N.A. The national rating for Mercantil Servicios Financieros reflects its leadership in the Venezuelan financial sector through its main subsidiaries in Venezuela: Mercantil Banco Universal, Mercantil Seguros and Mercantil Merinvest as well as its growing market position in the State of Florida in the United States, through Mercantil Commercebank Holding and Mercantil Commercebank N.A. Sound risk management and the constant improvement of its organizational structure were key to this achievement. All the ratings for Mercantil’s issues are among the best assigned to a Venezuelan issuer and reflect the low risk of those instruments based on the institution’s capacity to make capital and interest payments under the agreed terms and conditions. The national risk ratings for Mercantil Banco Universal reflect a sound market position, optimum risk management, a stable and diversified deposit base, and adequate levels of capitalization and liquidity. They are also the best ratings of a financial institution in Venezuela. The international ratings are largely dependent on the sovereign risk of Venezuela, currently rated BB- by Fitch and B2 by Moody’s. The rating for Mercantil Commercebank Holding and Mercantil Commercebank N.A. is investment grade and the credit risk is low. This is an excellent rating and reflects the bank’s efficient management of liquidity, sound quality of its assets and stable financing profile. Mercantil Servicios Financieros National Ratings Long Term Short Term Unsecured Bonds (Long Term) Commercial Paper (Short Term) Mercantil Banco Universal National Ratings Long Term Short Term International Ratings Long Term (foreing currency) Short Term (foreing currency) Individual Mercantil Commercebank Holding and Mercantil Commercebank N.A. National Ratings Long Term (Deposits) Long Term Short Term Individual Fitch Ratings Clave AA+ (Ven) F1+ (Ven) A2 A1 A2 A1 Fitch Ratings Moody’s AA (Ven) F1 (Ven) - B+ B D B3 D– Fitch Ratings BBB BBBF3 B/C M e r c a n t i l 89 S e r v i c i o s F i n a n c i e r o s GOLDSCHMIDT, Gertrud (GEGO) Sin título • Sin fecha • Watercolor on paper • 53 x 42 cm Prevention and Control of Money Laundering The mission of Mercantil’s Prevention and Control of Money Laundering Unit is to ensure compliance with the Money Laundering legislation in force in Venezuela and abroad, supporting the organization through a systematic, professional approach, to detect, follow up and manage reputational risk due to money laundering and to provide data, analysis and recommendations to guarantee that its performance adheres to the regulations and best international practices in that field, such as the recommendations of the Financial Action Task Force (GAFI), the Caribbean Financial Action Task Force (GAFIC), the Wolfsberg Principles and the Customer Due Diligence for Banks of the Basel Committee on Banking Supervision of the Bank for International Settlements. The control and oversight mechanisms in place, especially at Mercantil’s subsidiaries The “Know your Customer” policy is crucial to the timely detection of operations presumed to involve money laundering. Mercantil Banco Universal, Mercantil Seguros, Mercantil Merinvest, Mercantil Sociedad Administradora de Entidades de Inversión Colectiva, Mercantil Bank Curaçao, Banco del Centro S.A. (Panama), Mercantil Bank (Schweiz) AG in Switzerland and Mercantil Commercebank subsidiaries, facilitate on the one hand the timely detection of operations which, because of the nature of their activities, are presumed to involve money laundering, and on the other to report them to the appropriate authorities. The “Know your Customer” policy is crucial to the timely detection of operations presumed to involve money laundering. Anti-money laundering compliance processes are reviewed on a regular basis by the supervisory authorities of the different jurisdictions where Mercantil Servicios Financieros operates and also by the Independent and Internal Auditors. There is a “Comprehensive System for the Prevention and Control of Money Laundering” that ensures compliance with the regulations in force. It is comprised by a Compliance Officer, a multidisciplinary committee, a Prevention and Control Unit and a Compliance Unit whose staff is responsible for areas liable to involve money laundering risks. There are also operational, followup, evaluation and control plans, a Code of Ethics, a manual of Policies, Standards and Procedures for the Prevention and Control of Money Laundering, and training programs. During 2007, its action was concentrated mainly on strengthening and minimizing moneylaundering risks, through the approval and establishment of policies and updating of the Policy, Standards and Procedures and Anti-Money Laundering Manual. Additionally, new staff appointments in administrative areas, implementation of new monitoring and control process in administrative and operating areas, staff training with particular emphasis on preparing people to work in the most risk-sensitive areas and acquisition of cutting-edge technology, has provided the organization with an efficient and effective structure and a high level of professional competency in the field of risk management, within an environment of continuous improvement. M e r c a n t i l 91 S e r v i c i o s F i n a n c i e r o s Employees from the Legal Counsel, Risk Management, Human Resources, Corporate and Investment Banking, Private Banking, Asset Management, Commercial and Personal Banking, Finance, Operations and Technology, New Financial Business, Internal Audit and Compliance areas attended national and international conferences on money laundering and terrorism financing. Mercantil Servicios Financieros developed an extensive program of training courses and workshops in which 8,300 employees participated. Mercantil Banco Universal’s “Knowing is Winning” program included a program of activities designed to discourage workers and their friends and relatives from involvement in drugtrafficking activities and drug use in accordance with the provisions of Article 96 of the Law against Against Illicit Traffic and Use of Narcotic Drugs and Psychotropic Substances in Venezuela. Mercantil Servicios Financieros liaises constantly with the regulatory bodies and the communication between them is smooth and effective. A n n u a l 92 R e p o r t 2 0 0 7 Internal Auditing Mercantil Servicios Financieros (Mercantil) has an Internal Audit Unit that evaluates the effectiveness of the internal control system, risk management and corporate governance through a systemic, professional and independent approach and the efficient use of resources. This unit provides information, analysis and issues recommendations, on a regular basis, on operations, finance, systems, regulations, taxation and quality (ISO 9001-2000) in offices, branches, agencies, units and central processes for all the subsidiaries and affiliates in Venezuela and abroad, in order to ensure that any action taken complies with the law and with the policies, standards and procedures established by the organization. All this is implemented in coordination with the Board of Directors Audit Committee. Mercantil’s Internal Audit Unit is made up of the Audit Units of Mercantil Banco Universal, Mercantil Seguros, Asset Management and Mercantil Commercebank. When deemed necessary the services of independent consultants are also engaged. During 2007, a total of 1,208 audits were conducted. These were distributed as follows: Audit Type General Special Follow-up Quality Central Processes Branches and Agencies Money Laundering Prevention and Control MERCANTIL BANCO UNIVERSAL 499 57 13 82 41 308 1,000 AUDITS Total ASSET MANAGEMENT 16 - - - 4 1 21 MERCANTIL SEGUROS 44 15 1 - 7 31 98 MERCANTIL COMMERCEBANK 73 8 5 - 3 - 89 6632 80 19 82 55 340 1,208 TOTAL Mercantil Mercantil’s Internal Audit Unit strengthened the internal controls applied in the different units, affording priority to processes with the greatest risk impact. Resources were used mainly to identify shortcomings and risks; following up the corrective action taken by the unit and process administrators; supporting the independent auditors during their audits; carrying out evaluations in the area of Prevention and Control of Money Laundering; ascertaining that the process units certified or to be certified by Fondonorma comply with the Quality Standards (ISO 9001-2000) and supporting the development and implementation of the Monetary Conversion and Tax on Financial Transactions (ITF) projects. The Internal Audit Unit of Mercantil Banco Universal checked compliance by the processes certified by Fondonorma in 2007: Handling and Processing of Bank Teller Transactions at the main (“Type A”) offices in each region nationwide; Change in the Scope of the Certified Process of the Mercantil Call Center (CAM) in Caracas; Mercantil Personal Online Banking and Mercantil Business Online Banking, and maintenance of the processes certified in previous years. M e r c a n t i l 93 S e r v i c i o s F i n a n c i e r o s GOLDSCHMIDT, Gertrud (GEGO) Sin título • 1966 • Lithograph on paper • 56,5 x 56,8 cm Social Commitment A Corporate Value In line with the Social Commitment of Mercantil Servicios Financieros, the institution made direct social investments through Fundación Mercantil and its subsidiaries Mercantil Banco Universal, Mercantil Seguros and Mercantil Merinvest in Venezuela, and Mercantil Commercebank in the United States, which totaled Bs. 10,972 million. An additional contribution of Bs. 1 billion was made to Fundación Mercantil in Venezuela to strengthen the equity fund from which donations and sponsorships are disbursed. In 2007, Mercantil continued to honor its Social Commitment to support programs and projects aimed at attaining the UN Millennium Development Goals. These included school education and healthcare programs. Mercantil earmarked 50% of its contributions in this area for educational institutions and 50% for social development, cultural, healthcare and religious institutions. Mercantil’s Social Contributions Additionally, in keeping with the provisions of the Anti-Money Laundering Act and the and Year 2007 Science and Technology Act, Mercantil made donations of Bs. 989 million to support research programs, train human talent and encourage innovative capacities in the communities. Education As part of Mercantil’s ongoing support for school education, the 25th anniversary of the “Ponle Cariño a tu Escuela” (Give your School a Helping Hand) program highlighted the importance of the development activity implemented in conjunction with the Foundation for Educational Buildings (FEDE), which operates under the Ministry for Housing and Habitat and supports Venezuelan education and community action. It is a national benchmark in this field. Education 50% During 2007 a number of programs were implemented at national public and private Social Welfare 25% universities in Venezuela: Universidad Central de Venezuela, Simón Bolívar, Metropolitana, Culture 14% Católica Andrés Bello and Monteávila in Caracas, and Universidad de Los Andes in Zulia state. Health 7% Religious Institutions 4% A scholarship agreement was signed with Florida International University in the United States to support a series of activities at those Venezuelan universities in order to promote professional development projects for their students. M e r c a n t i l 95 S e r v i c i o s F i n a n c i e r o s Social and healthcare programs The public and private social development organizations are implementing some important projects, programs and activities to tackle nutritional problems among children and youth, prevent illness, drug abuse and to encourage this population not to drop out of school or to return to the education system. Mercantil has directly supported the social and cultural programs implemented by a number of organizations, in particular Comedores Madre Teresa de Cálcuta, Centro El Portal, Fipan, Una Mano Amiga, Asociación Civil Un Mundo Mejor, Salud y Familia, Programa de Atención Comunitaria a la Infancia, Instituto de Capacitación Profesional para la Mujer, Unamos al Mundo por la Vida and Organización Social Católica San Ignacio. Through Asociación Civil Cáritas de Venezuela, Mercantil created a mechanism to assist the population in the event of natural disasters. During 2007 several such situations were tackled in Venezuela, Peru and Bolivia. The company also supported various institutions and foundations involved in different programs and projects to address the health needs of the population, children and youngsters in particular. Especially worthy of mention are the Friends of Children with Cancer Foundation (Fundación Amigos del Niño con Cáncer), Cardioamigos, Centro de Salud Santa Inés, Hospital Ortopédico Infantil, Hospital San Juan de Dios, Centro de Salud Santa Inés, Hospital Clínico Universitario de Caracas, Fundación Cardiológica Cardiocentro Sociedad Anticancerosa de Aragua and Hogar Clínica San Rafael. Quality of life and environment During the year, the company provided backing for various educational programs to foster environmental awareness, promote initiatives and improve the quality of life of communities through environmental conservation and cultural activities. Mercantil supported the Fundación Tierra Viva’s “Communication for Sustainable Development” programs; the awareness activities of the Friends of the Tree Society (Sadarbol) and projects of the Venezuela Audubon Society. Culture Mercantil also sponsored numerous cultural initiatives in the area of plastic art, music, literature and theatre, through the Museo de Arte Colonial, Fundación Camerata de Caracas and the Fundación Ballet Contemporáneo de Caracas and exhibitions by Venezuela painter Armando Reverón at the Museum of Modern Art (MoMA) and by the Venezuelan Youth Orchestra at Carnegie Hall, both in New York. A n n u a l 96 R e p o r t 2 0 0 7 Support for the social work of religious institutions Because it is essential to disseminate moral and ethical values to foster the healthy development of society, Mercantil has been supporting the social programs of the Venezuelan Episcopal Conference and in particular the pastoral programs for families, as well as the sacerdotal vocation programs in Venezuela promoted by the John Paul II Ecclesiastical Education Foundation, FESE (Fundación para la Educación Eclesiástica Juan Pablo II) and the Friends of the Seminary Foundation (Fundación Amigos del Seminario). Social Development Funds In 2004 Mercantil created the “Social Capital Funds Program,” whose purpose is to set up trust funds to strengthen and encourage the self-sustainability of the beneficiary institutions: Cardioamigos, FESE, Fundación de Amigos del Niño con Cáncer and Fundación Scout de Venezuela. Contributions to these programs between 2004 and 2007 totaled Bs. 2,100 million. Through this program those institutions must contribute towards a long-term trust fund. Special mention should be made of the voluntary work undertaken by Mercantil employees in Venezuela and abroad in numerous educational and community activities, and in particular employees of Mercantil Banco Universal and Mercantil Seguros as school instructors in programs implemented by the Young Entrepreneurs Institution in Venezuela (Junior Achievement) which benefited more than 2,000 pupils; and visits, musical performances and gifts of toys to children from low-income families at hospitals and children’s homes, in a joint effort with the Mercantil Choir. In the United States the company’s social commitment in southern Florida, USA, involved support for the programs of the following organizations: March of Dimes, Habitat for Humanity, American Red Cross, American Cancer Society, Junior Achievement, American Development Smiles, Coral Gables Community Foundation, Museum of fine Arts Houston and The Julliard School New York. Mercantil earmarked 50% of its contributions during 2007 to education institutions, 25% to social development institutions; 14 % to cultural institutions; 7 % to healthcare institutions and 4 % to religious institutions. M e r c a n t i l 97 S e r v i c i o s F i n a n c i e r o s GOLDSCHMIDT, Gertrud (GEGO) TAM-1854 • 1966 • Lithograph on paper • 28 x 28 cm Corporate Governance Mercantil Servicios Financieros is registered in Venezuela and its shares are listed on the Caracas Stock Exchange. It also has a program of Level 1 ADRs which are traded over the counter in the USA. Mercantil’s Corporate Governance structure is based on its By-Laws, the Capital Market Law, the Code of Commerce and the Resolutions issued by the National Securities Commission (CNV) on the subject. Ever since Mercantil was incorporated, its Administrators have maintained a close relationship with their shareholders, customers, creditors and employees, marked by the highest professional and ethical principles to guarantee transparent, efficient and proper management. The Corporate Governance structure has been designed to facilitate the supervision and work of the Board of Directors and Management to safeguard the interests of shareholders, customers, creditors and staff alike. In the area of Corporate Governance Mercantil has not restricted its activities to the requirements of the standards. To remain at the forefront in this field, the Board of Directors and Management of Mercantil study the latest trends in this field so that the Company’s Corporate Governance structure can be adapted to current best practices. Given the volume and complexity of Mercantil’s activity and in line with the Company’s succession policy, last December the Board of Directors agreed to separate to appoint two different people to the positions of President and Executive President, which, according to the Bylaws, since the company was incorporated, had been held by Gustavo A. Marturet. Dr. Marturet will continue to be President, while the position of Executive President will be held by Mr. Alejandro González Sosa. Following the recommendations of the Compensation Committee, which receives advice from management consulting firm McKinsey & Company, decided to add to the President’s current responsibilities under the Bylaws the coordination of activities closely connected with his fiduciary function, which are undertaken by the following units that report to him: Legal Counsel, Strategic Planning, Global Risk Management, Human Resources, Institutional Marketing, Corporate Communications. The Audit Unit and the Secretariat will continue to report to the President on administrative matters. M e r c a n t i l 99 S e r v i c i o s F i n a n c i e r o s The following Global Business and Support Units will report to the Executive President: Commercial and Personal Banking, Corporate and Investment Banking, Private Banking and Asset Management, Finance, Insurance and New Business, Global Operations and Technology. The Executive President is also responsible for the executive coordination of all Mercantil’s subsidiaries. All Mercantil’s activities are carried out according to the strictest ethical and professional principles. Mercantil and its subsidiaries have a Code of Ethics that encompasses a series of ethical principles and values that guide decisions and actions. It covers fundamental duties such as probity, loyalty, efficiency, co-fraternity, honesty, sincerity, dignity and law abidance. It also sets standards on conflict settlement in the event of conflicts of interest and complements the provisions of the Bylaws in this area which stipulate how such situations should be handled and ban Board Members from taking part in discussions on any matters in which they, or their partners in civil or mercantile companies have a personal interest, requiring that directors remain outside the meeting room until a final resolution is reached. Mercantil’s governance structure is comprised by the Shareholders’ Meeting, followed by the Board of Directors, with its Audit, Risk and Compensation Committees, the Executive Committee, the President and Executive President, the Internal Auditor and the Compliance Officer. Mercantil’s governance structure consists of the Meeting of Shareholders followed by the Board of Directors with its Audit, Risk and Compensation Committees, the Executive Committee, the President and the Executive President, the Internal Auditor and the Compliance Officer. Board of Directors The Board of Directors must act efficiently and in the interests of its shareholders, creditors, customers, employees and the community in general. It is responsible for defining corporate strategies, determining business policies and establishing and controlling the strategic direction of the institution. The Board supervises management of the Organization’s different business and support areas and evaluates results by comparing them against previously approved plans and strategies, performance in previous years and the general banking environment. The majority of the Directors on the Board are independent of the Mercantil’s Administration, in keeping with best corporate governance practices, This further demonstrates their commitment to meet international management standards. The Directors are highly qualified and well-versed in business and finance which guarantees their performance. The Board of Directors is made up of 9 directors and 18 alternate directors. It appoints a President and an Executive President from its members and these positions may be held by the same person.The Board meets once a month and whenever else the President deems necessary. A n n u a l 100 R e p o r t 2 0 0 7 To ensure better transparency and control over management procedures, Mercantil’s By-Laws have provided for the creation of the Compensation and Audit Committees whose functions are governed thereby. Since 1981, the Bylaws of Mercantil Banco Universal have stipulated that both these Committees must exist. An Ordinary Shareholders’ Meeting held in March 2006 passed a proposal submitted by the Board of Directors to amend the stipulation in the Bylaws that had been approved at a Board meeting on May 31, 2001 to give the Risk Committee legal status. These Committees are comprised mainly of Directors who are independent from the bank’s Administration. Additionally, as a result of its tradition to adhere to best Corporate Governance practices, the Audit Committee approved the Bylaws. This document describes the purpose of the Committee and its functions and responsibilities in detail. It also states that its members must evaluate compliance therewith each year and affirms the obligation that the majority of its members must be independent from the bank’s administration, adding that at least one of them must have considerable accountancy or financial management experience. GOLDSCHMIDT, Gertrud (GEGO) Sin título • 1966 • Lithograph on paper • 56,5 x 56.2 cm Board of Directors Compensation Committee Members This Committee is responsible for setting the organization’s remuneration and benefits policy, approving the remune- Gustavo J. Vollmer H. (Coordinador) Alfredo Travieso P. ration of the President and senior management and notifying the Board of Directors thereof. In 2007 the Compensa- Víctor J. Sierra Gonzalo Mendoza Germán Sánchez Myles President and members of the Executive Committee; review of the succession policy; scope and eligibility of the com- Luis Esteban Palacios W. Luis Alfredo Sanabria U. Gustavo Marturet (Ex oficio) Alejandro González Sosa (Ex oficio) tion Committee met 11 times to report on the following matters: review of the remuneration and bonus payments of the pany’s short-term incentive program; follow-up phases IV and V of the employee stock purchase plan; report on special staff financing programs; annual performance-based salary increase policy for employees of local and overseas subsidiaries; consider the Mercantil retirement pension plan; review fees for advice on legal, fiscal and migration matters, make recommendation on the setting of the fees of the Directors on the Boards and Committees of Mercantil and its subsidiaries’ Board and Committee meetings; report on the 2007 organizational environment results; General Special and Sole Stock Purchase Plan for employees of subsidiaries in Venezuela on the occasion of the 80th anniversary of the company’s foundation; consider increasing the nominal value of Mercantil shares in the individual trust fund related to the Long-Term Incentive Plan and on participants in the general stock purchase plan; impact of the ruling by the Supreme Court of Justice on Corporate Income Tax in Venezuela; scope of the Working Conditions and Environment Act; review staff turnover and present Mercantil’s new strategic branding plan. Board of Directors Audit Committee Members The Committee has responsibility for reviewing and discussing accounting and management policies, opinions and re- Luis A. Romero M. (Coordinador) Jonathan Coles W. Eduardo Mier y Terán Federico Vollmer A. Gustavo Machado C. Francisco Monaldi Oscar Machado K. Claudio Dolman Gustavo Marturet (Ex oficio) Alejandro González Sosa (Ex oficio) ports of the organization’s internal and external auditors, establishing Reserves, reviewing the Financial Statements and their Notes and formulating recommendations to the Board on matters incumbent upon it. It also approves the engagement and remuneration of external auditors. In 2007 the Audit Committee met nine times and discussed the following topics: review of the financial statements of Mercantil and its subsidiaries, the internal auditing activities of Mercantil’s different subsidiaries and anti-money laundering activities, strategic risk agenda, strategic brand project, consideration of the IFRS, considerations on the financial consolidation of the BMA Foundation and Pro Atheneum Foundation, consideration of the remuneration of external auditors; consideration of implementation of Sox best practices, follow-up of the project to present financial statements in accordance with US GAAP, review of the financial statements of Mercantil Banco Universal at the close of 2006 also under US GAAP, comparing them with the requirements of the Superintendency of Banks and other Financial Institutions and of the National Securities Commission, and consideration of internal oversight aspects. Board of Directors Risk Committee Members Approves Mercantil’s risk profile, policies and limits. Optimizes the use of capital to support the approved risk profile. In 2007 Gustavo J. Vollmer A. (Coordinador) Roberto Vainrub the Risk Committee met five times and dealt with the following topics: review and discussion of loan portfolio revisions; re- Miguel Ángel Capriles L. Gustavo Galdo diaries, cross-border sovereign risk limits and internal credit limits of the Business Committees; review of progress reports Luis A. Marturet Guillermo Sosa S. Carlos Hellmund B. Carlos Zuloaga T. Gustavo Marturet (Ex oficio) Alejandro González Sosa (Ex oficio) ports on market risk and trading activity, and on operational risk; establishment of market risk limits for the different subsion compliance with the program of activities scheduled planned for the different Risk Management Units for 2006 and planning for 2007, progress reports on the asset recovery plan, approved application of the Basic Basel II Indicator, the insurance policy management report at Mercantil, approval of financing exposure limits through the Mutual Assets product at Mercantil Merinvest, Casa de Bolsa; consideration of the strategic brand product and the strategic risk agenda; report on the Stress Test Investment Portfolio methodology and Mercantil Commercebank’s market risk methodology; establishment of the asset management liquidity policy and the credit risk policy of Mercantil and its subsidiaries Mercantil Banco Universal and Mercantil Commercebank; review of the results of measuring the risk and oversight culture; restructuring of the Master Scale Rating for clients and agreement to homologate Mercantil’s Banking Business Lines in Venezuela according to Basel guidelines. A n n u a l 102 R e p o r t 2 0 0 7 Executive Committee Mercantil has an Executive Committee comprising a President and Executive President plus nine senior managers from the Business and Support areas of the organization, which guarantees the timely implementation of Mercantil’s decisions and strategies. The Committee meets once a week and holds extraordinary meetings as required. It is responsible for evaluating options and formulating recommendations on policy matters, objectives, strategies and organization and submitting them to the Board of Directors for consideration. It must advise Management on the implementation of the policies adopted and is responsible for evaluating the result of this. President The President of the Company chairs the Board of Directors and, together with the Executive President and the other Board members, is responsible for managing the company’s activities and businesses. He chairs the shareholders’ meetings, board meetings and meetings of the Executive Committee, and assisting and advising them on policies and objectives, strategies and major decisions, as well as representing the company before political and administrative authorities and other public or private entities or individuals. In addition to the functions stipulated in the Bylaws, the Board of Directors decided to add to the President’s responsibilities under the Bylaws the coordination of the activities undertaken by the following units: Legal Counsel, Strategic Planning, Global Risk Management, Human Resources, Institutional Marketing, Corporate Communications. The Audit Unit and the Secretariat report directly to the Board of Directors and reports to the Office of the President on administrative matters. Executive President The Executive President is responsible for the executive management and coordination of the company; submitting to the consideration of the Board of Directors and the Executive Committee any major policies, objectives, strategies and decisions and informing both bodies periodically of the results of their operations, as well as designing, establishing and developing the company’s organizational structure and appointing and removing general managers, consultants and advisers as necessary. The following Global and Business Support Units report to the Executive President: Commercial and Personal Banking, Corporate and Investment Banking, Private Banking and Asset Management, Finance, Insurance and New Business, and Global Operations and Technology. The Executive President is also responsible for the executive coordination of all Mercantil’s subsidiaries. M e r c a n t i l 103 S e r v i c i o s F i n a n c i e r o s Internal Auditor In accordance with the regulations applicable to Mercantil and its subsidiaries, Mercantil has an Internal Audit Manager who works in conjunction with the Audit Committee when the overall operations of Mercantil and its subsidiaries are examined. The Internal Audit Manager heads the Global Internal Audit Unit, which designs Mercantil’s internal audit plan together with the Audit Committee. This plan is executed throughout the year. The results of the internal audits are reviewed and discussed periodically by the Audit Committee and the Board of Directors, so that any corrective actions necessary may be taken. acciones requeridas para corregir las deficiencias detectadas. Compliance Officer In accordance with the regulations on the matter, Mercantil has a Compliance Officer who chairs the Committee on the Prevention and Control of Money Laundering and is responsible for designing the Annual Operating Plan for Prevention and Control of Money Laundering, coordinating and supervising the Anti Money-Laundering Committee and the Money Laundering Prevention and Compliance Unit, coordinating staff training activities on anti-money laundering and maintaining institutional relations with the regulatory bodies on the matter. The Compliance Officer also advises the Audit Committee and the Board of Directors on compliance with their anti-money laundering obligations under the legislation in force. Disclosure of Information In keeping with the standards of the regulatory organizations, Mercantil prepares and publishes the company’s financial statements on a semi-annual basis. In compliance with the pertinent regulations, the company prepares a quarterly report containing detailed and precise information on economic and financial data, as well as other relevant data for the market, which is disclosed to the public, the National Securities Commission and the Caracas Stock Exchange through nationwide distribution methods, and by e-mail to analysts and participants in the local and international markets. Information is also distributed periodically to the Securities and Exchange Commission in accordance with its obligation to maintain Mercantil’s Level 1 ADR program in the United States of America. Financial information on the company is also available on the website of the Mercantil Banco Universal subsidiary at www.bancomercantil.com. Thus Mercantil fulfills the regulations on immediate dissemination of any information that may materially affect the price of its shares. Lastly, but certainly not least, Mercantil has an Investor Relations Unit, whose functions include the timely dissemination of information to investors by different means, including events and presentations. A n n u a l 104 R e p o r t 2 0 0 7 GOLDSCHMIDT, Gertrud (GEGO) Cubo en esfera • 1966 • Iron and paint • 57,4 x 50,5 x 45 cm GOLDSCHMIDT, Gertrud (GEGO) TAM-1855 • 1966 • Lithograph on paper • 27,9 x 27,9 cm Report of the Board of Directors of Mercantil Servicios Financieros on Compliance with the Corporate Governance Principles adopted by the Venezuelan National Securities Commission (CNV) Pursuant to Resolution N° 19-1-2005 of the National Securities Commission (CNV) dated February 2, 2005, published in Official Gazette of the Bolivarian Republic of Venezuela N° 38,129 of February 17, 2005, the Board of Directors of Mercantil Servicios Financieros submits to the Ordinary General Shareholders’ Assembly of this report on the degree of compliance with the Principles of Corporate Governance adopted by the National Securities Commission as provided for in said Resolution. Independent Directors of the Board of Directors At its March 12, 2008 meeting, the Board of Directors examined the independence of each director and determined that, according to the criteria on the independence of Directors, contained in the above-mentioned resolution, at least one fifth of the members of the Board of Mercantil Servicios Financieros are independent directors. Thus Mercantil Servicios Financieros complies with the provisions set out on this matter in the Resolution issued by the National Securities Commission on the Principles of Corporate Governance whereby at least one fifth of the Board of Directors must be comprised by independent directors. In order to meet the level of transparency and disclosure required on this matter, the report distributed to the shareholders contains a brief resume on each Director. Audit Committee All the members who vote on the Audit Committee of Mercantil Servicios Financieros are independent directors, according to the criteria on the independence of directors contained in said Resolution. Dr. Gustavo A. Marturet, in his capacity as President of the company, assisted this Committee as an ex officio member. The Audit Committee has responsibilities and exercises them in matters regarding the Principles of Corporate Governance. The Committee also deals with other matters. The chapter of the report that refers to Corporate Governance states the matters dealt with by this Committee in 2006. A resume of each member is included in this report. All the members who vote on the Audit Committee of Mercantil Servicios Financieros are independent directors, according to the criteria on the independence of directors contained in said Resolution. Dr. Gustavo A. Marturet, in his capacity as President of the company, and Alejandro González Sosa, in his capacity as Executive President, assisted this Committee as ex officio members. The Audit Committee has responsibilities and exercises them on matters connected with the Principles of Corporate Governance. The Committee deals with other issues as well. The matters dealt with by this Committee in 2007 are indicated in the Corporate Governance chapter of this report. A resume of each member is also included in the report. In view of the above, Mercantil Servicios Financieros fulfills the Principles of Corporate Governance adopted by the National Securities Commission (CNV). M e r c a n t i l 107 S e r v i c i o s F i n a n c i e r o s Awards and Acknowledgements During 2007, Mercantil Servicios Financieros and its subsidiaries in Venezuela were acknowledged by prestigious specialized national and international publications and risk rating companies. Mercantil Banco Universal was granted Quality Certificates for eight of its lines of service. These recognitions reaffirm the commitment of Mercantil Servicios Financieros to the wellbeing of its clients, through a consistent effort driven by the highest ethical principles and its determination to provide a first class service. Mercantil Servicios Financieros • Mercantil Servicios Financieros was included on the list of the Top 2000 Corporations in the World published by Forbes magazine in its March 2007 edition. This means that Mercantil climbed 179 places to number 1,617 and it is the only Venezuelan financial institution and the first of the two Venezuelan companies to be included in that select ranking. • In the July 2007 editions of the U.S. magazine American Banker, Mercantil Servicios Financieros was seventeenth on the list of Foreign Companies Ranked by deposits of U.S. Banks. • Fitch Venezuela assigned an A1 risk rating to the issue of Mercantil Servicios Financieros C.A., 2007-II commercial paper for a maximum of Bs.100 billion at terms of between 15 and 360 days, thereby ratifying that rating for all its outstanding short-term issues. It also assigned an A2 rating to Mercantil Servicios Financieros C.A. 2007-II Unsecured Bonds up to a maximum of Bs.180,000 million and maturing at between 12 and 60 months. It rated long-term issues outstanding to date as A2. Mercantil Banco Universal • In its September 2007 issue, Global Finance magazine named Mercantil Bank Universal as one of the financial institutions with the best Internet Banking practices. • Moody’s raised its financial strength indicator rating for Mercantil Banco Universal to Dafter applying a new analysis strategy to review the ratings of Latin American banks. A n n u a l 108 R e p o r t 2 0 0 7 • For the third year running an employee survey conducted by the Great Place to Work Institute confirmed that Mercantil Banco Universal is the country’s leading financial institution and the eighth best firm to work for in Venezuela and showing that it is one of the organizations that provides its employees in Venezuela with the most benefits. • In November the Venezuelan Standardization and Quality Certification Institute, Fondonorma approved the ISO 9001:2000 Quality Management System certification for Mercantil’s banking transactions carried out through 93 Mercantil Banco Universal type “A’ offices nationwide. Fondonorma certified Mercantil Banco Universal’s following lines: Mercantil Call Center, online banking, printing and distribution of credit cards and home delivery of check books; corporate client services for settlement, custody and payment in the secondary fixed-income securities market; processing of operations for the settlement, collection, extension and renewal of promissory notes and registration of performance bonds and guarantees required by Middle Market and Business Banking; handling and processing of customer transactions at regional head offices; and processing of transactions through the ATM network. Mercantil Banco Universal has obtained quality certifications for its services since 2001. Mercantil Commercebank • Mercantil Commercebank, N.A. was rated “Outstanding” by the Office of the Comptroller of the Currency (OCC) in its evaluation of the Bank’s performance under the Reinvestment in the Community Act (CRA). This is the highest rating given by the OCC to any banking institution. • The purpose of the Reinvestment in the Community Act passed in 1977 Law is to encourage banks and savings institutions to respond to the credit needs of all the segments of their communities, including the low and moderate-income areas. Each year the regulations evaluate the degree of compliance by the entire financial system with its provisions and since 1998 Mercantil Commercebank’s performance in that respect has been classified as outstanding • The Greater Miami Chamber of Commerce awarded Mercantil Commercebank its “Good to Great” award in 2007. • The regional prizes program honors companies in southern Florida that demonstrate management leadership capacity and have a stable workforce. • In July American Banker magazine ranked Mercantil Commercebank Holding 121st on the list of Bank Holding Companies with the Largest U.S. Business Loan Portfolios. M e r c a n t i l 109 S e r v i c i o s F i n a n c i e r o s GOLDSCHMIDT, Gertrud (GEGO) Sin título (4/30) • 1991 • Serigraph on paper • 64 x 45,4 cm New Brand Strategy for 2007 Mercantil Servicios Financieros has an outstanding track record and serves the needs of clients and communities by providing high-quality banking, insurance and asset management products which it customizes by market segment. In 2007 the strategic brand project was concluded. Its objective is to highlight the value of the Mercantil brand as a financial services corporation with national and international presence which consolidates a series of financial businesses and activities that had hitherto been available under different trading names, graphic brand designs and legal structures. The proposal to align the identity of all the subsidiaries of Mercantil Servicios Financieros All Mercantil Servicios Financieros subsidiaries aligned their trading names: under the Mercantil brand name was approved. Along with these changes the company adopted a modern new symbology and logo to use a more contemporary approach to express its commitment to the clients of its subsidiaries at home and abroad, and to reinforce its competitive edge as a solid, dynamic and forward- Mercantil, C.A. Banco Universal thinking organization. The new strategy established the promise of the Mercantil brand as an organization “Com- Mercantil Seguros, C.A. Mercantil Merinvest, C.A. Mercantil Merinvest, Casa de Bolsa, C.A. mitted to your wellbeing” which that reflects the commitment of all the staff of Mercantil and its subsidiaries to provide follow-up for its customers in order to meet their needs quickly and efficiently through an innovative, proactive attitude, anticipating market requirements. This promise also included the brand’s advertising signature under the slogan “Impulsa tu mundo” in Venezuela and “Empowering your world“ abroad. The new corporate identify ratifies Mercantil’s commitment to guarantee the wellbeing of Mercantil Servicios de Inversión, C.A. its clients, adding value for its shareholders, maintaining the best human resources and working with and involving the communities in which they do business. Mercantil Commercebank, N.A. Mercantil Commercebank Investment Services Mercantil Commercebank Trust Company Mercantil Bank (Schweiz) AG Mercantil Bank Curaçao N.V. Mercantil Bank (Panamá) M e r c a n t i l 111 S e r v i c i o s F i n a n c i e r o s New Graphic Identity for the Mercantil Brand The new graphic identify of the Mercantil brand replaces the one used in all the corporation’s activities for over 25 years. The changes were implemented through an extensive informational program targeted at Mercantil’s different stakeholders: its workers, clients, shareholders, regulatory agencies and the communities in which it operates. The new design projects the image of a sound, dynamic, innovative organization, the blue logo reflects experience and the orange its quality and cordiality. The style of the new logo is modern and attractive. As of November 6, 2007, Mercantil’s graphic identity has gradually been incorporated in all the customer service, products and services channels of its different subsidiaries in Venezuela and the United States. It is estimated that at the close of the semester of 2008 the new brand identity had been concluded and in use. Right from the outset Mercantil involved its staff in this change in image by structuring a faceto-face communication program to disseminate the new logo and trading names, which involved 9,000 employees in informational events. According to the results of a survey conducted by Consultores 21 between November 8 and 19 in Caracas, Mercantil’s customers expressed positive opinions about the changeover to the new image. A n n u a l 112 R e p o r t 2 0 0 7 A n n u a l 114 R e p o r t 2 0 0 7 Management Board of Directors Directors Gustavo Antonio Marturet Machado Luis A. Romero M. Electrical Engineer President President and member of the Boards of Directors of Mercantil Servicios Financieros and Mercantil Banco Universal. Chairman of the Boards of Directors of Mercantil Commercebank Holding, Mercantil Commercebank N.A. and Mercantil Merinvest. President of Todo1 Services and Fundación Mercantil. Member of the Board of Directors of Mercantil Seguros and Mercantil Bank (Schweiz) AG. Member of the Board of Directors of the Institute of International Finance, In. (IIF). Vice President of Venezuelan American Chamber of Commerce and Industry (VenAmCham). Member of the Chairman’s Advisory Council of the Council of the Americas. President John Paul II Foundation for Ecclesiastical Education (FESE). Former Executive President of Mercantil Servicios Financieros and Mercantil Banco Universal, President of the Venezuelan Bankers Association (ABV), National Banking Council (CBN), Council of Venezuelan American Entrepreneurs (CEVEU), Colombian Venezuelan Economic Integration Chamber (CAVECOL). Former Member of the Advisory Council of the Central Bank of Venezuela (BCV), Member of the Board of Directors of the Andean Development Corporation (CAF) and Member of the Board of Directors of various associations connected with the financial and production sector. Civil Engineer, graduate of Universidad Central de Venezuela (1962). Gustavo J. Vollmer H. Former Chairman of the Board of Mercantil Banco Universal Civil Engineer graduated from Cornell University (USA), with a Doctorate from Universidad Central de Venezuela (UCV). Director of the Board of Mercantil Servicios Financieros, C.A. and Mercantil Banco Universal. Member of the Board of Directors of S.C. Johnson & Son de Venezuela, C.A., IBM de Venezuela and IBM World Trade, Americas Far East. Former Chairman of the Board of Directors of Mercantil Banco Universal and Consorcio Inversionista Mercantil Cima and President and/or Director of several sugar, metalworking, cement, finance, construction, alcoholic beverage companies and international corporations. Former President and Director of several business organizations and national and foreign organizations and foundations. Alfredo Travieso Passios Senior Partner Tinoco, Travieso, Planchart & Núñez, Attorneys at Law Graduate and postgraduate degrees in law from Universidad Católica Andrés Bello (UCAB), postgraduate degree from the University of Michigan, USA. Senior Partner of Tinoco, Travieso, Planchart & Núñez, Attorneys at Law, President of Hamburg Süd de Venezuela, C.A., Grupo Emboca, C.A. and Tapas Corona, S.A., Director of the Boards of Mercantil Servicios Financieros, C.A. and Mercantil Banco Universal, Mercantil Commercebank Holding Corporation, Manufactura de Papel MANPA, C.A., Corporación Industrial de Energía, C.A., Ars Publicidad C.A., C. Hellmund & Cia. Toyo Club Valancia, C.A., Envases Venezolanos, C.A. and Desarrollos Judibana, C.A.; President of the Venezuelan Association of Financial Law (AVDF), Member of the Venezuelan Association of Tax Law (AVDT), the International Bar Association and the International Academy State & Trust. M e r c a n t i l 115 Graduate of Universidad Metropolitana, MBA from Babson College, PMD and CEP from Harvard University. Director of the Boards of Director of Mercantil Servicios Financieros C.A., Mercantil Banco Universal, Mercantil Commercebank Holding Corporation and Mercantil Commercebank N.A. Member of the Consultative Council of the Venezuelan American Business Council (CEVEU). Director of Sociedad de Amigos del Árbol “SADARBOL”. Director of International Briquettes Holding (IBH), Director of Caurimare, S.A. and Desarrollos e Inversiones, S.A. Former Corporate Director of Strategic Planning of Siderúrgica Venezolana, SIVENSA, S.A. Víctor J. Sierra A. Director of Valores and Desarrollos VADESA S.A. Attorney graduated from Universidad Central de Venezuela (UCV). Director of Valores and Desarrollos VADESA, S.A., Vice President of Inversiones Capriles and Legal Representative of Cadena Capriles. President of Publicaciones Capriles, C.A. member of the Boards of Directors of Mercantil Servicios Financieros, C.A. and Mercantil Banco Universal. Former Legal Advisor, Legal Representative and President of Cadena de Publicaciones Capriles publishing group and the Capriles group of companies. Director of Valinvenca, Inversiones Finalven, Sociedad Financiera Finalven, Servicios Finalven, Banco República, Inversiones Diversas, C.A. (INVERDICA) and C.A.La Electricidad de Caracas. Former Director of C.A. Venezolana de Guías (CAVEGUÍAS). Gustavo Vollmer Acedo President of Grupo Palmar Degree in Economics from Duke University. Postgraduate in Economic Development at Cambridge University, UK; PED in Business Administration from IMEDE, Switzerland. Chairman and CEO of Corporación Palmar, C. A., the Palmar Group and its subsidiaries, President of the Board of Directors of Instituto de Estudios Superiores de Administración (IESA). Member of the Board of Directors of Venezuela Competitiva. Member of the Advisory Committee of Conindustria. Former President, Founder, and Member of the Board of Directors of CEVEU (US-VENEZUELA Business Council). Member of the Development Council of Universidad Católica Andrés Bello. Member of the Board of Directors of Mercantil Servicios Financieros, Mercantil Banco Universal. Mercantil Commercebank Holding Corporation, S.A. Siderúrgica Venezolana (SIVENSA). Former President International of Young Presidents' Organization (YPO), and of Alianza para una Venezuela sin Drogas. S e r v i c i o s F i n a n c i e r o s Jonathan Coles Alternate Directors Assistant Professor of IESA and Consultant Luis A. Sanabria U. Graduated from Yale University, with an MBA from Venezuela’s Institute of Advanced Studies in Administration (IESA). Director of the Boards of Mercantil Servicios Financieros and Mercantil Banco Universal. Director of Mercantil Commercebank N.A. and Mercantil Commercebank Holding Corp. Was President of AES; President of IESA; General Manager, Executive President and Chairman of the Board of Directors of Mavesa, S.A., Minister of Agriculture and Director of the Central Bank of Venezuela (BCV); has lectured extensively at national and international institutions. Voted “Businessman of the Year” in 1989 by the magazine “América Economía.” Publications: “Reforming Agriculture”. Lessons of the Venezuelan Experience. Woodrow Wilson International Center for Scholars and Johns Hopkins University (1995). “Inequality -Reducing Growth in Agriculture: A Market-Friendly Policy Agenda.”. Beyond tradeoffs, Market Reform and Equitable Growth in Latin America. Inter-American Development Bank (IDB) and Brookings Institution. (1998). J. Coles and C. Machado, “Trayectoria de las políticas agrícolas venezolanas: “Aprendizajes y exigencias para el futuro”, in Agronegocios en Venezuela. Ediciones IESA (2002). Roberto Vainrub Director, Holding Activalores., Vice President IESA PhD Engineering (UCAB-1999 Summa Cum Laude), Master’s Degree (Stanford University-1981), Industrial Engineer (UCAB-1978). He is currently Vice President of IESA (Instituto de Estudios Superiores de Administración) and since 1997 adjunct professor of entrepreneurship. Vainrub was the founder of IESA’s Center for Entrepreneurship and its first coordinator. He is a full tenured professor at Universidad Católica Andres Bello where he taught at the Engineering School from 1982 to 2003 – Gold Medal, UCAB. The managerial career of Vainrub started at Procter and Gamble’s Marketing Department. Former executive vice president and partner of Grupo Frigilux. Was Director of Prosperar Entidad de Ahorro y Prestamo (1998-2002). Executive director and shareholder of Holding Activalores. Currently Member of the Board of Directors of Mercantil Servicios Financieros and Mercantil Banco Universal. He is also director of other companies such as Tucarro.com and Actibienes. Vainrub has a long list of publications, and participated in national and international conferences. Director of Educrédito, a member of consultative council of Conciencia Activa. Former president of the National Association of Manufacturers of Refrigeration Equipment, director of CAFADAE and member of the Venezuelan Jewish community arbitration committee in Caracas. Alejandro González Sosa Executive President and Chief Finance Officer of Mercantil Servicios Financieros Graduated in Chemical Engineering at Universidad Metropolitana, Caracas, Venezuela. MBA Babson College, Massachusetts USA. With twenty-six years of service at Mercantil. Is the Executive President and Chief Financial Officer of Mercantil Servicios Financieros. Member of the Executive Committee of Mercantil Servicios Financieros, Mercantil Banco Universal, Mercantil Commercebank Holding Corporation and Mercantil Commercebank N.A. Member of the Board of Directors of Mercantil Servicios Financieros, Mercantil Banco Universal, Mercantil Commercebank Holding Corporation, Mercantil Commercebank N.A., Mercantil Seguros, Mercantil Bank Panamá, Mercantil Bank N.V. Curaçao, Mercantil Merinvest C.A., Mercantil Casa de Bolsa C.A., Fundación Mercantil, Venezuelan National Banking Council (CBN), Swiss-Venezuelan Chamber of Commerce and Industry and Educrédito C.A. Former Director of the Venezuelan Banking Association (ABV); Venezuelan Council for Investment Promotion (CONAPRI), Executive President of Mercantil Banco Universal and former President of Interbank, C.A., Banco Universal and Mercantil Merinvest, C.A. A n n u a l 116 R e p o r t Legal Adviser to Corporación Palmar Law degree from Universidad Católica Andrés Bello (UCAB) and studied at Georgetown University, Washington. Currently Director for Inversiones AEFEVE, C.A., C.A. Ron Santa Teresa, Constructora Alvo. Alternate Director on the Boards of Mercantil Servicios Financieros and Mercantil Banco Universal. Oscar A. Machado K. President of Siderurgica Venezolana SIVENSA, S. A. Industrial Engineer, Universidad Catolica Andres Bello (1974). First Vice President of the Iron and Steel Latin American Institute (ILAFA). Director of the Venezuelan Industrialists Confederation (Conindustria) and Aeropuerto Caracas, S.A.; the Development Council of Universidad Catolica Andrés Bello, Board of Directors of Venezuelan American Chamber of Commerce and Industry (VenAmCham), Deputy Member of the Board of Directors of Mercantil Servicios Financieros and Mercantil Banco Universal; former President and Director of Venezuela Competitiva and of the Venezuelan Institute of Iron and Steel (IVES); former President and Counsellor of the Venezuelan Association of Executives (AVE), Member of the Board of Directors of IESA. Eduardo A. Mier y Terán President of Desarrollos e Inversiones, S.A Civil Engineer graduated from Universidad Católica Andrés Bello, MSc from Stanford University. Currently Chairman of the Boards of Agregados Livianos, C.A., Caurimare, S.A. and Desarrollos e Inversiones, S.A. Director of Moore de Venezuela, S.A., H.L. Boulton & Co., S.A. and Fundación John Boulton, Alternate Director of the Boards of Mercantil Servicios Financieros and Mercantil Banco Universal. Former General Manager of Inversiones Tacoa, C.A. and President of Educrédito. Luis Esteban Palacios W. Founding Partner of law firm Palacios, Ortega y Asociados Law degree from Universidad Central de Venezuela (UCV) and postgraduate degree from New York University, MCJ 1958. Founding partner of law firm Palacios, Ortega y Asociados. Member of the Advisory Board of Investments of Superintendencia de Inversiones Extranjeras (Superintendency of Foreign Investments – SIEX). Director of Fundación Scout; Alternate Director of Mercantil Banco Universal and Mercantil Servicios Financieros; Vice President of the Venezuelan Arbitration Committee. Advisor on corporate law, banking law and capital markets. Has participated in a number of financing transactions through bank syndicates and project financing. Was Assistant Secretary of the Board of Directors of the Bar Association of the Federal District, and Former President of Montepío de Abogados (the Venezuelan Attorney’s Fund). Formerly Professor of Law in Labor Law at Universidad Central de Venezuela. Former Director of Compañía Anónima Nacional Teléfonos de Venezuela (CANTV) and assistant to the President of Banco Central de Venezuela (BCV). Gustavo Galdo C. CEO Inversora Parnaso S.A. Civil Engineer graduated from Universidad Católica Andrés Bello (UCAB), MSc in Civil Engineering Management and MSc in Industrial Engineering Economic Systems Planning and Honorary Alumni of the Department of Management Science and Engineering of Stanford University, USA. Director of Fe y Alegría, Alternate Member of the Board of Mercantil Servicios Financieros, and Mercantil Banco Universal. Former Director General of Public Finance of the Ministry of Finance and member of the Advisory Commission on External Public Debt Negotiation, in the public sector; and CEO Inversiones Finalven, S.A., Sociedad Financiera Finalven, S.A. and Sociedad Financiera Valinvenca, S.A. in the private sector. 2 0 0 7 Miguel A. Capriles L. Gustavo Machado Capriles President of Grupo de Empresas Capriles Vice President and Editorial Advisor to Cadena Capriles Degree in Administrative Sciences from Universidad Metropolitana. President of Cadena Capriles, Deputy Member of the Board of Directors of Mercantil Servicios Financieros and Mercantil Banco Universal; Director of Mercantil Commercebank Holding Corp.; Chairman of the Board of Directors Mantex C.A., Director of H. L. Boulton, S. A.; Member of the Board of Directors of Instituto de Estudios Superiores de Administracion (IESA); Former Director of C. A. La Electricidad de Caracas and Cerámicas Carabobo, C. A. Graduated in Economics at Universidad Central de Venezuela (UCV). Specialized studies in Journalism and Media Management at Universidad de Navarra , Pamplona, Spain and in International Banking at Manufacturers Hanover Trust in New York. Has worked in the tourism construction industry and international trade sectors and held management positions in the field of Strategic Planning with the Confinanzas Consortium. Currently Vice President and Editorial Advisor to Cadena Capriles and Alternate Director of the Board of Mercantil Servicios Financieros and Mercantil Banco Universal. Gonzalo A. Mendoza M. Francisco J. Monaldi M. Chairman of the Board of Negroven, S.A. Civil Engineer graduated from Universidad Santa María with an MS in Civil Engineering Management from Stanford University. Chairman and Director of the Board of NEGROVEN, S.A., TRIPOLIVEN, C.A. and Kamequín C.A., Director of Valores Químicos (VALQUIMICA), C.A.. Alternate Director of the Board of Directors of Mercantil Servicios Financieros and Mercantil Banco Universal. Former President of the Venezuelan Association of the Chemical and Petrochemical Industry (ASOQUIM) and of the Venezuelan Ecuadorian Chamber of Commerce (CAVENEC). Germán E. Sánchez Myles Chief Dentist at the Center of Restorative Dentistry Graduated in Dentistry at Universidad Central de Venezuela with specializations in Buccal Surgery, Prostheses and Administrative Management of Dental Clinics. Formerly Assistant in the Surgical Area of the Puerto Ayacucho Central Hospital and of the Eudoro González Hospital and the Restorative Dentistry Center. Currently Chief Restorative Dentist at the Center for Restorative Dentistry, in charge of the surgical area. Alternate Director of the Boards of Directors of Mercantil Servicios Financieros and Mercantil, Banco Universal. Luis A. Marturet M. Computer Engineer Graduated in Computer Engineering from Universidad Simón Bolívar (USB), with a postgraduate in business management from the same university. Intensified his management skills at Wharton, the University of Pennsylvania Business School and in various advanced technology programs. Developed and managed the Information Technology Planning area of C.A. La Electricidad de Caracas, where he held several positions. Member of the Board of C.A. Ed. Marturet & Co. Scrs., and Alternate Director of Mercantil Servicios Financieros and Mercantil Banco Universal. Director of an international mailbox, shipping and messaging franchise and is currently developing new business in the field of production of audiovisual content for the media and entertainment industries and storage of structured information in digital format. Carlos Hellmund Blohm Coordinator of the International Center for Energy and Environmental Studies of IESA Economist graduated Cum Laude from Universidad Católica Andrés Bello (UCAB), with a Master’s in Economics from Yale University and a PhD in Political Economy from Stanford University. Academic Coordinator and Professor at the International Center for Energy and Environmental Studies of Instituto de Estudios Superiores de Administración (IESA). Professor and Research Fellow at UCAB. Consultant to the Inter-American Development Bank (IADB), the Andean Development Corporation (CAF) and the International Center for Development of Harvard University. Alternate Member of the Boards of Directors of Mercantil Servicios Financieros, Mercantil Banco Universal and Siderúrgica Venezolana, S.A. (SIVENSA). Federico Vollmer Acedo Vice President of Industrias Palmar S.A. BSc in Agribusiness from Middle Tennessee State University, master’s degree in Agricultural Economics from Cornell University (MPS/Agriculture). Has held technical and management positions at various firms within the Palmar Group of companies. Director General of the Palmar Group and President of Comercializadora Central, S.A.; member of the Executive Committee of Inversiones AEFEVE; Director of FUNDACAÑA; Director of Inversiones Porcinas, C.A., Director of the Venezuelan Food Industry Chamber (CAVIDEA) and Vice President of VENAZUCAR. Alternate Director of the Boards of Mercantil Servicios Financieros and Mercantil Banco Universal. Guillermo Sosa Director of Administration and Finance, Servicios de Corrugados Maracay Graduate of Capital University with a BA in Finance and Economics (Accounting and Computer Science). Currently Administration and Finance Director and also Director of Servicios de Corrugados Maracay. Alternate Director of the Boards of Mercantil Servicios Financieros and Mercantil Banco Universal. Was Finance Manager of Seguros Canaima (Organización Orinoco) and Finance Director and Alternate Director of Seguros La Seguridad, Alternate Director of Inverdica, Director of La Seguridad Casa de Bolsa and Finance Manager of C.A. Ron Santa Teresa. Vice President of Casa Hellmund Industrial Engineer graduated from Northeastern University, USA, with a Master’s in Business Administration (MBA/SLOAN Fellowship) from the London Business School, England. President of Laboratorios Rapid Fot, C.A. Director of Casa Hellmund, Director of the Venezuelan Japanese Chamber (CAVEJA) and of the Venezuelan Chamber of Photography (CAVIFOT) Alternate Director of the Boards of Mercantil Servicios Financieros and Mercantil Banco Universal and member of the Board of Trustees of the Latin American Region of the London Business School. Member of the Marketing Committee of VenAmCham. M e r c a n t i l 117 Claudio Dolman Director of Holding Activalores Industrial Engineer, Universidad Catolica Andrés Bello. President and Director of ActiBienes. Director of Holding ActiValores. Director and Vice President of Rattan Group. Alternate Director of the Boards of Mercantil Servicios Financieros and Mercantil Banco Universal. President and Director of Promotora Itaca 2000, C.A. Was Director of Seguros PanAmerican. Director of Corimon and General Manager of the Osiris Group. S e r v i c i o s F i n a n c i e r o s Carlos Zuloaga Travieso Executive Committee Partner of law firm Tinoco, Travieso, Planchart & Núnez Graduated in law at Universidad Católica Andrés Bello (UCAB). Master’s in International Commercial Law, American University, Washington DC. Formerly foreign associate for the Department of Foreign Investment of Holland & Knight LLP in Miami. Alternate director of the Board of Mercantil Servicios Financieros Director of Janus Capital Inc. and former director of Transportes Marítimos del Caribe (Crowley Group). Member of the International Bar Association (IBA) and the American Bar Association (ABA). Gustavo Antonio Marturet Machado President See CV (Board of Directors Section). Alejandro González Sosa Executive President and Chief Finance Officer of Mercantil Servicios Financieros Nerio Rosales Rengifo Executive President of Mercantil Banco Universal Economist graduated at Universidad Católica Andrés Bello. Executive President of Mercantil Banco Universal, Global Manager Commercial and Personal Banking, member of the Executive Committee of Mercantil Banco Universal and Mercantil Servicios Financieros. Director of Mercantil Banco Universal, Director of Mercantil Commercebank Holding Corporation, Director of Mercantil Seguros. Director of Mastercard International Latin American Region. Director of Mercantil Bank Curaçao N.V. and Banco del Centro, S.A (Panama). Alternate Director of Mercantil Servicios Financieros. See CV (Board of Directors Section). Nerio Rosales Rengifo Executive President of Mercantil Banco Universal Global Manager of Commecial and Personal Banking of Mercantil Servicios Financieros and Mercantil Banco Universal See CV (Board of Directors Section). Armando Leirós R. Global Operations and Technology Manager of Mercantil Servicios Financieros and Mercantil Banco Universall Economist graduated from Universidad Católica Andrés Bello. Has been with Mercantil for 30 years and is currently Global Operations and Technology Manager, Member of the Executive Committee of Mercantil Banco Universal and Mercantil Servicios Financieros, Director of Todo1 Services, Director of Mercantil Commercebank N.A. and Alternate Director of Mercantil Servicios Financieros. Positions held at Mercantil Servicios Financieros, include: Manager of Corporate Banking, Manager of Corporate and Institutional Banking, Executive President of Arrendadora Mercantil, C.A. and Banco de Inversión Mercantil, C.A., Director of Fondo Mercantil and Banco Hipotecario Mercantil. Philip R. Henríquez S. Manager of Global Corporate and Investment Banking of Mercantil Servicios Financieros and Mercantil Banco Universal Executive President of Mercantil Merinvest Economist graduated at Universidad Católica Andrés Bello (1986) with an MBA from Columbia University, New York (1991). Member since 2004 of the Executive Committee of Mercantil Servicios Financieros, Mercantil Banco Universal (Venezuela) and Mercantil Commercebank (USA). Former President of Citibank N.A. and Citigroup Country Officer in Venezuela (2000-2004); Executive Vice President of Banca Mayorista Global; Member of the Board of Directors of Banco Venezuela – Grupo Santander and President of Valores Santander Casa de Bolsa (1997-2000), responsible for the Treasury, Fixed Income, Derivatives, Corporate Finance, Analysis, Capital Market, Trust Fund and Custody business. Joined Citibank N.A. – Venezuela in 1991 in the Treasury and Derivative Products area. Appointed Vice President of Teasury in Venezuela in 1993. Member of the Board of Directors of Venezuelan Council for Investment Promotion - CONAPRI, the Association of Venezuelan Executives (AVE), Venezuelan Institute of Finance Executives (IVEF) and the Venezuelan Diabetic Foundation. Former Member of the Board of Directors of VenAmCham (2001-2004), National Banking Council (2001-2004), Caracas Stock Exchange (1998-2000) and the National Art Gallery (2001-2003). He continues to play an active role in the cultural and philanthropic community. Rosa M. de Costantino Manager Global Private Banking and Asset Management, Mercantil Servicios Financieros and Mercantil Banco Universal Economist graduated from Universidad Central de Venezuela. Has been with the institution for 28 years where she has held several positions in the Finance and Commercial Banking areas. Manager of Private Banking and Asset Management and Member of the Executive Committee of Mercantil Banco Universal. Mercantil Commercebank Holding Corporation and Mercantil Servicios Financieros, Member of the Board of Directors of Mercantil Commercebank Trust Company, Director and member of the Executive Committee of Mercantil Commercebank Investment Services with a Broker-Dealer license in USA. Chairwoman of the Board of Directors of Mercantil Sociedad Administradora de Entidades de Inversión Colectiva and Portafolio Mercantil de Inversión, Director of Mercantil Seguros, Mercantil Bank Curaçao N.V. and and Banco del Centro (Panama). A n n u a l 118 R e p o r t 2 0 0 7 Alberto Benshimol M. Luis Alberto Fernandes Manager of Insurance and New Business of Mercantil Banco Universal and Mercantil Servicios Financieros President of Mercantil Seguros General Counsel for Mercantil Banco Universal and Mercantil Servicios Financieros Civil Engineer graduated from Universidad Católica Andrés Bello, MSc in Civil Engineering from the University of Illinois. Graduated from the SEP at Stanford University. Has been with the institution for 15 years. Manager of Insurance and New Business of Mercantil Servicios Financieros C.A., Member of the Executive Committee of Mercantil Servicios Financieros, C.A., and President of Mercantil Seguros, C.A. Formerly General Manager of Inversiones Polar, C.A., President of Bodegas Pomar C.A. and.Director of a number of industrial and real estate companies. Armando Leirós R. Global Operations and Technology Manager of Mercantil Banco Universal and Mercantil Servicios Financieros See CV (Board of Directors Section). Guillermo Villar Graduated in Law from Universidad Católica Andrés Bello. Postgraduate degree in Corporate and Commercial Law, London University. Currently General Counsel for Mercantil Servicios Financieros and Mercantil Banco Universal. Formerly Legal Manager for Financial and Corporate Affairs of Mercantil Banco Universal. Director of Mercantil Seguros and Mercantil Merinvest Bank Curaçao N.V. and Director of Banco del Centro (Panama). Before joining Mercantil he held various positions at the Central Bank of Venezuela (BCV), including Alternate General Counsel, Legal Manager on Financial Affairs and Legal Advisor on Monetary and Financial Affairs. Former Advisor to the Financial Emergency Board. Was Professor of Banking Law and National and International Regulation of Financial Services, Financial Contracts and Oversight of Financial Institutions at postgraduate level at Universidad Católica Andrés Bello (UCAB) and Universidad Central de Venezuela (UCV). Participated as a negotiator and advisor for Venezuela on financial services within the framework of the World Trade Organization and the Andean Community of Nations. Participant and speaker at national and international seminars and events. Studies in arbitration and negotiation. Luis Calvo Blesa Global International Operations Manager of Mercantil Banco Universal and Mercantil Servicios Financieros and Executive President of Mercantil Commercebank N.A. Graduated in Business and Administration, master’s degree in Economics from Vanderbilt University, USA. Began his banking career at the Chase Manhattan Bank in 1967 and joined Mercantil in 1974 where he has held several management positions. His current responsibilities include supervision of all Mercantil’s international subsidiaries as Chief Executive Officer of Mercantil Commercebank N.A. and Chairman of the Boards of Directors of Mercantil Commercebank Trust Co. and Mercantil Commercebank Investment Services, which provide trust fund and investment advisory services respectively, in Miami, Florida. Also Executive Director of Mercantil Bank Curaçao N.V., Banco del Centro (Panama) and BMC Bank & Trust (Cayman), and member of the Boards of Directors of Mercantil Bank (Schweiz) AG Mercantil Seguros and Mercantil Merinvest (Venezuela). Member of the Executive Committee of Mercantil Banco Universal, Mercantil Servicios Financieros and Mercantil Commercebank (Miami). Manager Office of the President of Mercantil Banco Universal and Mercantil Servicios Financieros B.A. in Media Studies from Universidad Católica Andrés Bello in 1976. Twenty-eight years of service at MERCANTIL. Manager of the Office of the President of Mercantil Banco Universal and Mercantil Servicios Financieros, General Manager and Director of Fundación Mercantil and Fundación BMA. Member of the Executive Committee of Mercantil Servicios Financieros and Member of the Board of Directors of Mercantil Seguros. Member of the Committee of the Social Alliance of VenAmCham and the Dividendo Voluntario para la Comunidad. Former Chairman of the Venezuelan Bankers Association’s Human Resources Committee and Member of the Latin American Human Resources Development Committee of the Latin American Banking Federation Committee - FELABAN. Millar Wilson Global Chief Risk Officer of Mercantil Banco Universal and Mercantil Servicios Financieros Graduated of Bradford University England, in Business and Administrative Studies (1973). Has been with Mercantil for 30 years and is currently Global Risk Manager of Mercantil Servicios Financieros. Former President and Chief Operating Officer of Mercantil Commercebank Holding Corporation and Mercantil Commercebank. Deputy Country Manager of Banco,del Centro, S.A. and Chairman of the Supervisory Board of Mercantil Bank Curaçao, N.V. Member of the Executive Committees of Mercantil Servicios Financieros and Mercantil Banco Universal; member of the Board of Directors and Executive Committee of Mercantil Commercebank N.A.; of the Board of Directors of Mercantil Commercebank Investment Services and Mercantil Commercebank Trust Services. Member of the Board of Directors of Mercantil Merinvest C.A. and Mercantil Sociedad Administradora de Entidades de Inversión Colectiva. Graduate of the Management Development Program of Harvard Business School (1992). Former chairman of the Board of Greater Miami and Keys Chapter of the American Red Cross (2001-2002). Director and Treasurer of the Miami Dade College Foundation (1999-2004). M e r c a n t i l 119 S e r v i c i o s F i n a n c i e r o s Subsidiaries MERCANTIL, C.A. BANCO UNIVERSAL Avenida Andrés Bello, N° 1 Edificio Mercantil Caracas 1050, Venezuela Phone: (58-212) 503.1111 Telex 27002/27003 BMERVC P.O. Box 789, Caracas 1010-A Venezuela. [email protected] www.bancomercantil.com Call Center: Phone 0-500-600 2424/ 0-500-503 2424 (58-212) 600.2424 -(58-212) 503 2424 MERCANTIL BANK (PANAMA) Via España N° 120, 3er Piso, Ofc. N° 305 P.O. Box 0819-05811 Panamá, República de Panamá Phone: (507) 223 5062 Telefax: (507) 269 2055 [email protected] MERCANTIL COMMERCEBANK N.A. 220 Alhambra Circle, Coral Gables, Fl. 33134, U.S.A. Phone: (1-305) 460.4000 Fax: (1-305) 629.1400 www.mercantilcb.com MERCANTIL BANK CURAÇAO N.V. Abraham Mendez Chumaceiro Boulevar 1 Willemstad, Curaçao, Netherlands Antilles Phone: (5999) 461.1566 / 1669 Fax: (5999) 461.1974 [email protected] BMC BANK & TRUST, LIMITED CIBC Financial Centre, 11 Dr. Roys Drive P.O. Box 694 GT Grand Cayman, Cayman Islands British West Indies Phone: (1-345) 949.8666 Fax: (1-345) 949.0626 MERCANTIL COMMERCEBANK TRUST COMPANY, N.A. 220 Alhambra Circle, Coral Gables, Fl. 33134, U.S.A. Phone: (1-305) 441.5555 Fax: (1-305) 441.5560 www.mercantilctc.com MERCANTIL COMMERCEBANK INVESTMENT SERVICES, Inc. 220 Alhambra Circle, Coral Gables, Fl. 33134, U.S.A. Phone: (1-305) 460.8599 Fax: (1-305) 460.8598 www.mercantilcis.com LONDON Oficina de Representación en Europa Blackwell House, Guildhall Yard London EC2V 5AE United Kingdom Phone: (44-020) 7830.9615 Fax: (44-020) 7830.9616 [email protected] NEW YORK 11 East 51st. Street, New York NY, 10022-5903, U.S.A. Phone: (1-212) 891.7400 Fax: (1-212) 891.7419 [email protected] MERCANTIL, C.A. BANCO UNIVERSAL MIAMI AGENCY 220 Alhambra Circle, Coral Gables Fl.33134, U.S.A. Phone: (1-305) 460.8500 Fax: (1-305) 460.8595 Telex: 681278 BMER UW [email protected] Corporate Contacts MERCANTIL, C.A. BANCO UNIVERSAL Avenida Andrés Bello, N° 1 Edificio Mercantil Caracas 1050, Venezuela Phone: (58-212) 503.1111 Telex 27002/27003 BMERVC P.O. Box 789, Caracas 1010-A Venezuela [email protected] www.bancomercantil.com Call Center: Phone 0-500-600 2424/ 0-500-503 2424 (58-212) 600.2424 -(58-212) 503 2424 MERCANTIL, C.A. BANCO UNIVERSAL. CURAÇAO BRANCH Abraham Mendez Chumaceiro Boulevar 1 Willemstad, Curaçao, Netherlands Antilles Phone: (5999) 461.8241 / 1706 Fax: (5999) 461.1974 [email protected] MERCANTIL BANK (SCHWEIZ) AG Talackerstrasse 42CH-8001 Zurich, Switzerland P.O. Box 9758CH-8036 Zurich, Switzerland Phone: (41 - 433) 444 555 master Telefax: (41 - 433) 444 550 www.mercantilsuiza.com Mercantil Banco Universal Representative Offices MERCANTIL MERINVEST, C.A. Avenida Andrés Bello, N° 1 Edificio Mercantil, Piso 24 Caracas 1050, Venezuela Phone: (58-212) 503.2700 Fax: (58-212) 503.2757 INVESTOR RELATIONS Caracas Av. Andrés Bello, N° 1, Edificio Mercantil Piso 25, Caracas, 1050, Venezuela P.O. Box 789, Caracas 1010-A Phone: (58-212) 503.1335 Fax: (58-212) 503.1075 [email protected] BOGOTA Av. 82, Nº 12-18, Piso 8, Ofc. 805 Santafé de Bogotá. Colombia Phone: (57-1) 623.7515 Fax: (57-1) 623.7701 [email protected] MERCANTIL SEGUROS, C.A. Av. Libertador con calle Isaías “Látigo” Chávez, Edificio Mercantil Seguros, Chacao. Caracas, Venezuela Phone: (58-212) 276.2000 Fax: (58-212) 276.2001 www.segurosmercantil.com New York 11 East 51 st. Street, New York NY, 10022-5903, U.S.A. Phone: (1-212) 891.7405 Fax (1-212) 891.7419 LIMA Av. Canaval y Moreyra N° 452 Edificio Standard Chartered, Piso 15 San Isidro, Lima 27, Perú Phone: (51 1) 442 5100 Anexo 232 Fax: (51 1) 442 5100 Anexo 237 [email protected] MERCANTIL INVERSIONES Y VALORES Avenida Andrés Bello, N° 1 Edificio Mercantil, Piso 20 Caracas 1050, Venezuela Phone: (58-212) 503.3361 / 3644 / 1353 Fax: (58-212) 503.7086 [email protected] SAO PAULO Av. Paulista, N° 1842, 3° andar, CJ. 37, Edf. Cetenco Plaza, Torre Norte-Cep 01310-200 Sao Paulo, SP Brasil Phone: (55-11) 3285.4647 - 3284.0206 Fax: (55-11) 3289-5854 [email protected] Office of the Presindency Av. Andrés Bello, N° 1, Edificio Mercantil Piso 35, Caracas 1050, Venezuela P.O. Box 789, Caracas, 1010-A Phone: (58-212) 503.0782 / 0783 Fax: (58.212) 503.0709 [email protected] MEXICO Eugenio Sue N° 58, Colonia Polanco Chapultepec, Delegación Miguel Hidalgo C.P. 11560, México, D.F. Phone: (52-55) 5282.2300 Fax: (52-55) 5280.9418 [email protected] Corporate Communications Av. Andrés Bello, N° 1, Edificio Mercantil Piso 14, Caracas 1050, Venezuela P.O. Box 789, Caracas 1010-A Phone: (58-212) 503.1670 [email protected] General Production: Corporate Communications • Graphic Supervision and Coordination: Alba Fuenmayor • Photography: Mercantil’s Collection / Víctor Turco Artist’s Photography: Carlos Germán Rojas / G. Romero. Fundación Museos Nacionales / Galería de Arte Nacional – CINAP Graphic Design: Arte Impreso H.M. , C.A. • Printing: La Galaxia • Caracas, Venezuela, March 2008. A n n u a l 120 R e p o r t 2 0 0 7 GEGO Hamburgo, 1912 - Caracas, 1994 Gertrud Goldschmidt, formada y nacida en Alemania en 1912, es una artista que trabajó en Venezuela desde 1939 hasta su muerte en 1994. Su obra, en principio ligada a las tendencias del neoplasticismo europeo y del constructivismo, se despliega en una inquietante investigación plástica, gráfica y arquitectónica, que la llevó a concretar múltiples propuestas en las que las retículas, las estructuras colgantes, el dibujo, las esculturas, los grabados y las tejeduras, la convirtieron en una artista inclasificable, una artista cuya obra traspasó las vanguardias para instaurarse como una de las más importantes referencias de la contemporaneidad. Para Mercantil, es un orgullo presentar en este documento las obras de Gego que forman parte de nuestra Colección. La producción plástica de esta artista es una muestra de la tenacidad y el empeño, la disciplina y la constancia que significa el asumir el arte como una labor de vida. Preocupada por las problemáticas y metáforas del individuo, el ser y su entorno, su trabajo se convirtió en visionario; desde los dibujos y acuarelas de los años cincuenta, donde pueden apreciarse colores y líneas que serán parte de las temáticas del futuro, hasta los orgánicos proyectos civiles, las estructuras y las inserciones en el espacio de los años setenta y ochenta. Además de trabajar como docente en la Facultad de Arquitectura de la UCV, obtuvo el Premio Nacional de Artes Plásticas en el año 1979. Su obra ha sido presentada en museos y galerías internacionales, exhibiendo sus propuestas en ciudades como Nueva York, Bogotá, Caracas, Munich y San Francisco. Entre las exposiciones póstumas más importantes destaca la gran restrospectiva de su obra titulada: GEGO 1955-1990 presentada durante el año 2001 en el Museo de Bellas Artes de Caracas, y la exhibición internacional Cuestionando la línea: Gego, una selección, la cual recorrió entre el año 2002 y 2003, el Museo de Bellas Artes de Houston, el Museo de Arte Contemporáneo de Monterrey y el Museo Rufino Tamayo en la ciudad de México. GERTRUD GOLDSCHMIDT (GEGO) at the Mercantil Collection 1.- GERTRUD GOLDSCHMIDT (GEGO) Esfera 2 1976 Stainless steel wire 103 x 103 x 103 cm. 2.- GERTRUD GOLDSCHMIDT (GEGO) Tejedura (89/22) 1989 Paper strips and crayon 23,9 x 20,5 cm. 3.- GERTRUD GOLDSCHMIDT (GEGO) Sin título 1968 Ink on paper 38,9 x 33,5 cm. 4.- GERTRUD GOLDSCHMIDT (GEGO) Nexus 1991 Serigraph on paper 76,8 x 57,7 cm. 5.- GERTRUD GOLDSCHMIDT (GEGO) Chorro reticulárea 1988 Stainless steel wire 200 x 100 x 70 cm. 6.- GERTRUD GOLDSCHMIDT (GEGO) Sin título 1966 Lithograph on paper 56 x 56 cm. 7.- GERTRUD GOLDSCHMIDT (GEGO) Sin título 1968 Ink on paper 71 x 101 cm. 8.- GERTRUD GOLDSCHMIDT (GEGO) Sin título 1981 Chine-collé on paper 46,2 x 41,4 cm 9.- GERTRUD GOLDSCHMIDT (GEGO) TAM-1856 1966 Lithograph on paper 28 x 27,9 cm. 10.- GERTRUD GOLDSCHMIDT (GEGO) Tejedura (88/18) 1988 Paper strips 12,8 x 11 cm 11.- GERTRUD GOLDSCHMIDT (GEGO) Dibujo sin papel # 6 1976 Stainless steel wire and metallic cord 50,5 x 49,5 x 18 cm. 12.- GERTRUD GOLDSCHMIDT (GEGO) TAM-1857 1966 Lithograph on paper 28 x 28 cm. 13.- GERTRUD GOLDSCHMIDT (GEGO) Dibujos sin papel 83/13 y 85/21 1983 y 1985 Stainless steel wire, copper, aluminum and iron 128 x 78 x 8 cm. 14.- GERTRUD GOLDSCHMIDT (GEGO) Sin título Sin fecha Lithograph on paper 56,8 x 56,4 cm. 15.- GERTRUD GOLDSCHMIDT (GEGO) Sin título 1963 Lithograph on paper 45,5 x 38 cm. 16.- GERTRUD GOLDSCHMIDT (GEGO) Sin título Sin fecha Watercolor on paper 53 x 42 cm. 17.- GERTRUD GOLDSCHMIDT (GEGO) Sin título 1966 Lithograph on paper 56,5 x 56,8 cm. 18.- GERTRUD GOLDSCHMIDT (GEGO) Cubo en esfera 1966 Iron and paint 57, 4 x 50,5 x 45 cm. 19.- GERTRUD GOLDSCHMIDT (GEGO) TAM-1855 1966 Lithograph on paper 28 x 28 cm. 20.- GERTRUD GOLDSCHMIDT (GEGO) Sin título (4/30) 1991 Serigraph on paper 64 x 45,4 cm. 21.- GERTRUD GOLDSCHMIDT (GEGO) TAM-1854 1966 Lithograph on paper 28 x 28 cm. 22.- GERTRUD GOLDSCHMIDT (GEGO) Sin título 1966 Lithograph on paper 56,5 x 56,2 cm. 23.- GERTRUD GOLDSCHMIDT (GEGO) Dibujo con papel 1963 Ink on paper 28,5 x 34,8 cm. 24.- GERTRUD GOLDSCHMIDT (GEGO) Sin título Sin fecha Lithograph on paper 56 x 56,5 cm. 25.- GERTRUD GOLDSCHMIDT (GEGO) Sin título (Prueba de artista) 1965 Etching on paper 21 x 21 cm. 26.- GERTRUD GOLDSCHMIDT (GEGO) TAM-1896 1966 Lithograph on paper 27,9 x 27,9 cm. 27.- GERTRUD GOLDSCHMIDT (GEGO) Sin título 1966 Lithograph on paper 51 x 51 cm.
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