2011 - Grupo ACP
Transcription
2011 - Grupo ACP
Pioneers with Social Mission ANNUAL REPORT 2011 A N N U A L R E P O R T Pioneers with Social Mission 2 0 1 1 4 with Social Social Mission Pioneers with CONTENTS 6 12 28 66 76 82 88 98 104 110 128 136 200 A MESSAGE FROM THE CHAIRMAN ABOUT GRUPO ACP ACCESS TO MICROFINANCE ACCESS TO MICROINSURANCE ACCESS TO EDUCATION AND TRAINING ACCESS TO COMMUNICATIONS ACCESS TO HOUSING AND INFRASTRUCTURE ACCESS TO E-COMMERCE ACCESS TO CONSUMPTION CORPORATE SERVICES ACKNOWLEDGEMENTS FINANCIAL STATEMENTS STEERING COUNCIL AND SENIOR MANAGEMENT 5 ANNUAL REPORT 2011 A MESSAGE FROM THE CHAIRMAN Dear associates, I am pleased to submit for your consideration Grupo ACP’s annual report and financial statements for the year 2011. Grupo ACP has successfully completed a new stage of shared dreams and accomplishments that have turned it into the most important platform of companies with a social mission and a business efficiency approach in Latin America. At these momentous times in the corporation’s history, at the beginning of this year, and as we start a new year, Standard & Poor’s and Fitch rating agencies gave Grupo ACP their BB- rating. Subsequently, in December, Standard and Poor’s raised the Grupo’s rating to BB+ and improved Mibanco’s rating to BBB, thereby awarding it an investment grade. Pursuant to its institutional consolidation strategy, in March Grupo ACP issued for the first time Reg S Bonds in international markets for a total US$85 million over 10 years. The issue was primarily aimed at supporting growth of Mibanco and Protecta in Peru, Forjadores in Mexico and to create a new financial institution that will operate in Brazil. The Inter-American Development Bank awarded Grupo ACP the Juscelino Kubitschek Recognition to Excellence in Regional Development in Latin America and the Caribbean in the Economy and Finance category. This award highlights Grupo ACP’s major pioneering initiatives in providing tools for social and economic development throughout the region. Grupo ACP joined for the first time in a meeting of the “Council of Microfinance Equity Funds (CMEF)”, a global organization that brings together more than 20 private entities making equity investments in microfinance institutions in developing countries. It also joined the board of the “Child and Youth Finance International (CYFI)” educational organization on behalf of the Global Alliance for Banking on Values (GABV). Notably, in early 2011, Grupo ACP and Mibanco were honored to host the third annual conference of the Global Alliance for Banking on Values (GABV), which took place in the cities of Lima and Ica, in central and southern Peru, respectively. On behalf of Grupo ACP, I had the great privilege of participating as a speaker and panelist for various events that addressed the issue of financial inclusion, such as 6 Pioneers with Social Mission Luis Felipe Derteano Marie, Chairman of Grupo ACP 7 ANNUAL REPORT 2011 the “Second Congress of the Microfinance Industry” held in the city of Santa Marta, Colombia and organized by Asomicrofinanzas, the workshop on “Catalyzing Private Sector Leadership in Financial Inclusion”, held at the headquarters of the International Finance Corporation (IFC), in Washington DC, USA; the “Doing Business in Latin America: Sharing experiences of reform” event organized by the World Bank Group and the Ministry of Commerce, Industry and Tourism of Colombia, in Bogota, Colombia, as well as the “International Conference of the European Microfinance Network (EMN)” that took place in Amsterdam, in the Netherlands. Throughout 2011, the companies within Grupo ACP continued to consolidate their position as leaders in their respective segments, garnering recognition and innovating in creating new processes and tools for economic development, while promoting a strong culture of entrepreneurship: Mibanco, the leading bank in placement of credits for microenterprises, ranked as the leading bancarization organization in Peru, according to the Consolidated Credit Report (RCC is the Spanish acronym) prepared by the Superintendency of Banking, Insurance and Pension Fund Companies (SBS) of Peru. Mibanco was also honored as “Best Sustainable Financial Institution” by the British magazine The New Economy, and as the “Great Modern 2011 Brand of Peru” by the Effie´s Marketing Hall of Fame. As a sign of strong commitment to the growth of micro and small enterprises in Peru, Mibanco’s shareholders increased the bank’s equity by 140 million soles (equivalent to over US$51 million) to support the bank’s growth and institutional development . Marking a milestone in the microfinance industry, Mibanco has created the “Triple Sustainability Scorecard” and started issuing various reports showing its fulfillment of the bank’s mission regarding financial inclusion, smart banking, human capital development, social and environmental impact and corporate governance. In line with Mibanco’s worldwide leadership in social, environmental and financial management, the bank’s Social Asset Management Department introduced the “Triple Sustainability Scorecard” at major international events and meetings, such as the “World Microcredit Summit “in Valladolid, Spain; the “Annual Meeting of Red Accion” in Punta Cana, Dominican Republic; the” Annual Meeting of Women’s World Banking” in New York, USA; and the “Transformational Microfinance Conference” in Mexico City, Mexico. Protecta– Grupo ACP’s company specialized in microinsurance–has placed more than one million insurance policies, thus demonstrating its commitment to provide security and peace to an increasing number of Peruvians. The company also received recognition from the Inter-American Development Bank (IDB), the Multilateral Investment Fund (FOMIN) and the Inter-American Federation of Insurance Companies (FIDES) for its microinsurance catering to the needs of people engaged in highly vulnerable productive activities. Secura–Grupo ACP’s insurance brokerage and a leader in counseling and generation of microinsurance–continued to strengthen its marketing channels and improving its customer service and care capabilities. The company also was ranked among the 8 Pioneers with Social Mission Grupo ACP has successfully completed a new stage of shared dreams and accomplishments that have turned it into the most important platform of companies with a social mission and a business efficiency approach in Latin America. top twelve insurance brokers in Peru in a survey by the Superintendency of Banking, Insurance and Pension Fund Companies (SBS) of Peru, which rates more than two hundred companies in the industry. Somos Empresa, Grupo ACP’s communications company, and Aprenda, its education and training outfit, for the second consecutive year undertook major projects with international cooperationand private institutions. Among the most prominent are “Selva Ganadora 2011”, a project implemented by Somos Empressa that rewards entrepreneurship in the Peruvian Amazon, and “El Gran Salto”, organized by Aprenda to train 100,000 women entrepreneurs and business owners of the microenterprise sector in Peru. In recognition of the work and spotless track record of both companies, Somos Empresa and Aprenda won the “Creativity in Business” recognition awarded by the Peruvian University of Applied Sciences (UPC), in the “Communications” and “Entrepreneurship” categories, respectively. Conecta, Grupo ACP’s relational marketing arm, continued its drive to become one of the largest contact centers in Peru. This year, the company continued its face to face and telemarketing credit card campaigns, in addition to achieving excellent results in telephone debt collection. InnovAcción, Grupo ACP’s technology hub, earned two international certifications for its continuous improvement process. The first one, “CMMI Level 2” certifies its software development methodology, and the second, the “SAS 70 Type II Report” certifies adequate levels of security in controls of computer processing services and technology provided by the company to its customers. Tiggres–Grupo ACP`s company specialized in providing comprehensive e-commerce solutions for micro and small businesses entrepreneurs–launched its virtual marketplace to allow companies to sell their products on the web and thus reach millions of potential buyers. Vivencia–our real estate and infrastructure development company–continued to develop major projects for families that start from the base of the pyramid. The company completed “Condominio Bolognesi”, a housing compound in northern Lima’s Puente Piedra district. Also, it started the process to buy a land property in Ate Vitarte, a district in the central eastern area of the capital, to develop its first condominium project with over 300 houses. In Argentina, Emprenda–our microfinance outfit–grew 74% in local currency, well above the 30% industry average. By year end, Emprenda operated nine branches located in different cities of the country, of which four operate in northwestern Argentina. In Uruguay, Microfin prepared its first social and financial inclusion indicator. Microfin is the only financial organization in Uruguay that measures its social impact in that country. It also became the first non banking organization in Uruguay authorized by that nation’s Central Bank to offer a financial leasing product tailored to meet the needs of micro and small businesses. 9 ANNUAL REPORT 2011 In Mexico, Forjadores, a Grupo company focusing on microfinance, opened 16 service offices in various states of Mexico, and got a B+ rating from Micro Rate rating agency. In Paraguay, Financiera El Comercio was awarded a 4- rate by social consultancy Planet Finance, thus rating it third worldwide for social inclusion. In addition, the company was chosen as a representative example of Paraguayan entrepreneurship. A documentary capturing its story premiered as part of the activities commemorating the national bicentennial. In Bolivia, BancoSol underscored its position as the leading microfinance institution as it built a microloan portfolio of over US$500 million. Similarly, in order to provide the necessary financial backing to grow its portfolio, BancoSol enrolled in a program to issue a total 500 million bolivianos (equivalent to US$72.6 million) and in October 2011 made a first issue amounting to 170 million bolivianos (or US$ 24.6 million) on a ten year term for the local market. In El Salvador, SAC Apoyo Integral was authorized by the Superintendency of the Financial System to accept savings and time deposits from the public. To be closer to its customers, the company added 200 loan payments points and expanded the network of physicians and pharmacies that are part of its health microinsurance benefits plan. Conectá2–a company specialized in providing support services for telephone and field collection in El Salvador–posted 97% growth in average monthly collection of its own portfolio in 2011, compared to a year before. The company’s shareholders are Conecta from Peru and Fundación Salvadoreña de Apoyo Integral (FUSAI) of El Salvador. Grupo ACP has a history of accomplishments by innovators. The vision of 15 entrepreneurs with a strong spirit of innovation led to the founding more than 42 years of “Acción Comunitaria del Perú”. They distanced themselves from the philanthropic and welfarist approaches of the time, to open access and “empower” people at the base of the pyramid to take the reins of their own development. Today, as markets become more sophisticated and competitive, it is increasingly important for institutions committed to a triple bottomline approach, as Grupo ACP, to be willing to “reinvent” and position themselves as they move forward into the future. To this end, in 2011, Grupo ACP launched the “We Innovate: Passion and action for inclusion” program that brings together personnel from various Grupo ACP companies in Peru to rise to the challenge to identify and develop new business opportunities, products, services and channels that can have an impact on inclusion and growth of Latin American micro and small businesses’ owners and 10 Throughout 2011, the companies within Grupo ACP continued to consolidate their position as leaders in their respective segments, garnering recognition and innovating in creating new processes and tools for economic development, while promoting a strong culture of entrepreneurship Pioneers with Social Mission entrepreneurs. While this initiative is being developed initially in Peru, it will soon be extended to all companies in Latin America in which Grupo ACP has majority presence. In fact, to enhance innovation processes, it is also essential to encourage an “open culture” attitude throughout the entire corporation. Having a platform of companies operating in ten Latin American countries is a strength that allows Grupo ACP to engage in synergistic processes that can draw upon the corporation’s rich crosscultural sources. In line with this collaborative and synergistic vision, in early 2011 we held the “First Meeting of Grupo ACP`s Business Areas”. The meeting was led by the Corporate Business Division and attended by all companies where Grupo ACP has a controlling interest. The event provided an ideal setting for participants to present their ideas for future projects and businesses that allow achieving ever more ambitious synergistic results. A highlight of such synergistic processes was the successful implementation of the Bantotal computer system in Financiera El Comercio (Paraguay) and Microfin (Uruguay) by InnovAcción. 2011 has been a busy year for all in Grupo ACP, full of daunting challenges and exciting achievements by the corporation’s companies. All these dreams would not been possible without the commitment and effort of each one of the persons that give life to the operations of the companies in which Grupo ACP is present. And we continue to blaze our own trail. Because we know that together we will continue to create new scenarios and horizons, allowing us to drive the growth of more businessmen and entrepreneurs of micro and small enterprises in Latin America. Thank you all for joining us! Luis Felipe Derteano Marie Chairman, Steering Council 11 ABOUT GRUPO ACP 12 Grupo ACP is a nonprofit organization that stands out for accomplishing its social mission with business efficiency. With 42 years of experience, Grupo ACP is a leading organization in promoting the growth of micro and small business owners and entrepreneurs who start at the base of the pyramid. 13 ANNUAL REPORT 2011 Vision Mission TO BECOME LATIN AMERICA’S LEADING CORPORATION IN PROVIDING INCLUSION TOOLS. TO DRIVE THE DEVELOPMENT OF BUSINESS OWNERS AND ENTREPRENEURS FROM THE BASE OF PYRAMID BY PROVIDING ACCESS TO INNOVATIVE, EFFICIENT AND TIMELY GOODS AND SERVICES. VALUES 14 Integrity Innovation We act with respect, responsibility, transparency and honesty, placing our values above any individual interest. We generate new ideas, permanently innovate our goods, processes and services, and do things differently to accomplish better results, with creativity and a long term vision. Pioneers with Social Mission Solidarity Professionalism Entrepreneurship We are a change agent seeking to create an inclusive and prosperous society. We work to achieve excellence in everything we do, and add value to exceed our expected goals. We promote a culture of success through proactivity, leadership and courage. 15 ANNUAL REPORT 2011 Corporate Governance Grupo ACP is a Latin American corporation with a social mission that it aims at accomplishing with business efficiency. It is governed by sound principles and values that help it accomplish its objectives, are a reflection of its reason of being, and have a direct impact on its associates, directors, partners, colleagues, and the peoples of the countries where it operates. For Grupo ACP, corporate governance is an indispensible element for managing the multiple elements and principles of our organization, and to guarantee the transparency that nourishes our communities’ confidence in us. Grupo ACP’s corporate governance is based on an organizational culture of ethical and moral principled behavior. It requires Grupo ACP and its affiliated companies to explicitly abide by its corporate governance principles. Grupo ACP’s governance system is defined by a governance matrix structured around the following main principles: t*OEFQFOEFODFPGPVSBTTPDJBUFTBOEEJSFDUPST t$MFBSMZEFmOFEGVODUJPOTSPMFTBOESFTQPOTJCJMJUJFT t4PVOECVTJOFTTQSBDUJDFT t$PNNVOJDBUJPOBOEJOGPSNBUJPOUSBOTQBSFODZ INSTITUTIONAL PHILOSOPHY Grupo ACP defines poverty as a set of exclusions, including exclusion from capital, knowledge, insurance, dignified housing, markets, communications, and technology. To address these exclusions, Grupo ACP creates companies specialized in opening access and providing a set of tools for the social and economic development of micro and small businesses’ owners and entrepreneurs, who start at the bottom of the pyramid and who through their own effort and capabilities manage to make their dreams come true. 16 Pioneers with Social Mission Members of Grupo ACP’s Executive Committee. Left to right, Pablo Jhery Alonso, Corporate Auditor; Marcelo Escobar Flores, Business Corporate Manager: Luis Ovalle Gates, General Manager; Alfredo Dancourt Iriarte, Corporate Controller; Jesús Ferreyra Fernández, Corporate Manager for Innovation and Development; Lucienne Freundt-Thurne Claux, Corporate Human Talent Manager; Julia Sobrevilla Perea, Corporate Institutional Relations Manager. LOGICAL SEQUENCE SET OF EXCLUSIONES i NEED TO OPEN AN ACCESS FOR EACH TYPE OF EXCLUSION i CREATING A COMPANY SPECIALIZED IN PROVIDING EACH TYPE OF ACCESS i GRUPO ACP IS A GROUP OF COMPANIES SPECIALIZED IN OPENING ACCESS I N N O VAT I O N 17 ANNUAL REPORT 2011 EXCLUSION AND ACCESS Grupo ACP has created a platform of specialized companies that provide access to each of the following exclusions: EXCLUSION Knowledge Dignified and healthy housing Capital and financial services Protection from catastrophes Information Markets Goods to enhance quality of living Officials from the Controllership Corporate Management of Grupo ACP. 18 ACCESSS Education and training Housing and infrastructure Microfinance Microinsurance Communication E-commerce Consumption Pioneers with Social Mission SPECIALIZED COMPANIES´ PLATFORM Housing and infrastructure Microfinance PERU PERU Stock participation MEXICO ECUADOR URUGUAY ARGENTINA Stock participation Corporate Services BOLIVIA PERU EL SALVADOR EL SALVADOR GUATEMALA PERU PARAGUAY PERU Alliances PERU BRASIL Microinsurance PERU Communication PERU PERU Education and Training Markets PERU Consumption PARAGUAY PERU Stock participation Energy and Environment ARGENTINA Y PERU 19 ANNUAL REPORT 2011 MEXICO GUATEMALA EL SALVADOR ECUADOR BRASIL LATIN AMERICAN PRESENCE At year-end 2011, Grupo ACP was present in the following 10 Latin American countries. PERU BOLIVIA PARAGUAY URUGUAY ARGENTINA 20 Pioneers with Social Mission TRIPLE BOTTOMLINE Grupo ACP and its companies have as their goal to create value for people, the planet and their shareholders. Our identified objective is to accomplish a triple bottom-line: t4PDJBMt&OWJSPONFOUBMt'JOBODJBM This triple bottom-line is reflected in Grupo’s and each of its companies’ isotypes. GRUPO ACP REINVESTS 100% OF ITS PROFITS Grupo ACP is a nonprofit organization that reinvests 100% of its profits to create social inclusion by providing access to various products and services for micro and small company owners and entrepreneurs. PROFITS GRUPO ACP 100% COMPANIES REINVESTMENT AND NEW INVESTMENTS 21 ANNUAL REPORT 2011 Sixth Annual Grupo ACP Corporate Meeting. OUR ORGANIZATION PAST PRESIDENTS Continuity and Innovation Felipe Thorndike Beltrán 1969 – 1973 Fortunato Quesada Lagarrigue 1973 – 1976 Daniel Mariano Rodríguez Hoyle 1976 – 2002 Richard Herbert Custer Hallett 2002 – 2004 22 Pioneers with Social Mission 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 ASSEMBLY 1. Miguel Fernando Arias Vargas 2. Guillermo Gerhard Cornejo Mezger 3. Richard Herbert Custer Hallett 4. Susana María de la Puente Wiese 5. Luis Felipe Derteano Marie 6. Luis Augusto Ducassi Wiese 7. Manuel Eduardo Galup Fernández Concha 8 Elia Victoria King Chiong de Jordán 9. Keith George Koehler Monsón 10. Renzo Lercari Carbone 11. Alfredo Ernesto Llosa Barber 12. Miguel Victorio Pinasco Limas 13. Fortunato Quesada Lagarrigue 14. Álvaro Enrique Quijandría Fernández 15. Óscar José Rivera Rivera 16. Mariana Graciela Rodríguez Risco 23 ANNUAL REPORT 2011 STEERING COUNCIL Luis Felipe Derteano Marie Chairman Alfredo Ernesto Llosa Barber Miguel Fernando Arias Vargas Richard Herbert Custer Hallett Luis Augusto Ducassi Wiese Deputy Chairman Director Director Director Renzo Lercari Carbone Óscar José Rivera Rivera Mariana Graciela Rodríguez Risco Luis Alberto Ovalle Gates Director Director Director General Manager 24 Pioneers with Social Mission ORGANIZATIONAL CHART CORPORATE MAJORITY OWNED COMPANIES MINORITY OWNED COMPANIES ASSEMBLY STEERING COUNCIL Corporate Audit CORPORATE MANAGEMENT Corporate Business Management Department Corporate Controllership Corporate Institutional Relations Management Department Corporate Human Talent Management Department Corporate Innovation and Development Management Department 25 ANNUAL REPORT 2011 1969 1982 1998 OUR HISTORY PROGRAMA DE PROMOCIÓN Y DESARROLLO PARA LA MICRO EMPRESA The first sustainable microcredit program 2002 2005 2006 2007 2008 2009 2010 2011 February-March: Standard & Poor’s and Fitch Ratings award Grupo ACP their BB- rating. March: Inaugural bond issuance in international markets worth US$ 85 million. December: Standard & Poor’s improves our risk rating to BB+. 26 Pioneers with Social Mission 27 ACCESS TO MICROFINANCE 28 t.JCBODP1FSV 30t'PSKBEPSFT.FYJDP 36t.JDSPmO6SVHVBZ 40t&NQSFOEB"SHFOUJOB 44 t#BODP4PM#PMJWJB 48t4"$"QPZP*OUFHSBM&M4BMWBEPS 52 t"QPZP*OUFHSBM(VBUFNBMB(VBUFNBMB 58t'JOBODJFSB&M$PNFSDJP1BSBHVBZ 62 29 ANNUAL REPORT 2011 30 Peru VISION MISSION TO BE THE LEADING ORGANIZATION FOR BANKING WITH A CLEAR SOCIAL COMMITMENT, WHERE PEOPLE FEEL PROUD OF BELONGING TO THE MIBANCO COMMUNITY OF CLIENTS AND EMPLOYEES. TO PROVIDE OPPORTUNITIES FOR PROGRESS AND ACCESS TO THE FINANCIAL SYSTEM WITH A SENSE OF SOCIAL COMMITMENT. Pioneers with Social Mission BOARD REPRESENTING Senior Directors Óscar José Rivera Rivera Luis Felipe Derteano Marie Roberto Enrique Dañino Zapata Alfredo Ernesto Llosa Barber Juan Emilio Otero Steinhart Luis Alberto Ovalle Gates Miguel Victorio Pinasco Limas Hugo Antonio Santa María Guzmán Michael Edward Schlein Alternate Directors Chairman Deputy Chairman Senior Director Senior Director Senior Director Senior Director Senior Director Senior Director Senior Director Grupo ACP – Peru Grupo ACP – Peru ACCION International – USA Grupo ACP – Peru Hivos – Triodos – The Netherlands Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru ACCION International – USA Miguel Fernando Arias Vargas Esteban Andrés Altschul Enrique Osvaldo Ferraro Alternate Director Alternate Director Alternate Director Grupo ACP – Peru ACCION International – USA ACCION Investments in Microfinance, SPC – USA 3BGBFM&OSJRVF-MPTB#BSSJPT 7ÓDUPS+PTÏ$BTUJMMP%F[B (FOFSBM.BOBHFS (FOFSBM.BOBHFSBJ Established March 2, 1998 Until 30.6.2011 Since 1.7.2011 Óscar José Rivera Rivera CHAIRMAN Luis Alberto Ovalle Gates SENIOR DIRECTOR Luis Felipe Derteano Marie DEPUTY CHAIRMAN Miguel Victorio Pinasco Limas SENIOR DIRECTOR Roberto Enrique Dañino Zapata SENIOR DIRECTOR Alfredo Ernesto Llosa Barber SENIOR DIRECTOR Juan Emilio Otero Steinhart SENIOR DIRECTOR Hugo Antonio Santa María Guzmán SENIOR DIRECTOR Michael Edward Schlein SENIOR DIRECTOR Víctor José Castillo Deza GENERAL MANAGER 31 ANNUAL REPORT 2011 HIGHLIGHTS GROWTH Mibanco’s shareholders increased the institution’s equity by more than US$ 52 million in December. This allowed strengthening the company’s capital structure to continue growing. At year close, Mibanco reported a microbusiness market share of 13.94% by number of loans and 17.24% by number of clients. BETTING ON INCLUSION From its inception, Mibanco’s goal has been to include a growing number of microbusiness entrepreneurs and owners in the financial system. Therefore, each product it offers is tailored to fit its target audience while abiding by ethical and sustainability principles. Rural loans are an example of a loan portfolio worth over US$ 54 million distributed amont 95,000 outstanding loans. More than 80% of rural loans have been given to clients organized in a solidarity credit group. BROADER COVERAGE At the end of 2011, Mibanco had 117 branches in Peru of which 58 were in Lima 32 and 59 cities in the interior. Additionally, the bank had significantly increased its brancheless banking correspondents, to over 700 nationwide, or more than 110% growth. Mibanco has thus expanded its coverage to make more transactions available to its clients, including cash withdrawals, deposits in their own and third party accounts, installment payments and account balance or transaction inquiries. Mibanco signed agreements with Banco de la Nación and Interbank to offer its clients more points of service. Now, Mibanco clients can use more than 700 ATMs operated by Banco de la Nación and over 1600 served by Interbank’s Global Net. Together with Mibanco’s own ATMs and those operated by BBVA Continental, by the end of the year Mibanco operated through a network comprised of more than 3,400 automated tellers. RECOGNITIONS 2011 was a milestone year for Mibanco. The ###SBUJOHJOWFTUNFOUEFHSFF BXBSEFECZ Standard & Poor’s turned it into the first bank specialized in micro and small businesses in attaining the same rating level as Peru’s sovereign debt. Likewise, Planet Rating, a rating agency specialized in social performance, ratified JUTIJHIFTUSBUJOH BXBSEFEUP.JCBODP Planet Rating evaluated more than 50 institutions worldwide, and confirmed Mibanco`s outstanding performance in accomplishing its mission. Additionally, in May, the Marketing Hall of Fame of the Effie Awards recognized Mibanco as the“Great Modern Brand of Peru in 2011”, a distinction to Mibanco’s effective communications strategy and creativity to build Mibanco’s image as a bank catering to the micro and small business entrepreneurs’ community. TRAINING In addition, true to its commitment to contribute to the growth of micro and small business entrepreneurs, Mibanco continued to organize free training programs. For the third year in a row, the bank trained more than 25 thousand clients that added to the over 170 thousand clients that have been trained in the last 11 years. Pioneers with Social Mission Mibanco Team MAIN FIGURES AND INDICATORS MIBANCO t(SPTTMPBOTJONJMMJPO64 t5PUBMGVOEJOHJONJMMJPO64 t4IBSFIPMEFSTFRVJUZNJMMJPO64 t#PPLQBTUEVFSBUF t"TTFUDMJFOUT t5PUBMCSBODIFT t5PUBMFNQMPZFFT t&YDIBOHFSBUF 4#4SFHVMBUJPOT 2010 2011 Var. 11/10 33 ANNUAL REPORT 2011 9.36% ACCION Investments in Microfinance SHAREHOLDING STRUCTURE 1. Grand Cayman 6.50% International Finance Corporation 2. USA 6.33% Accion International 3. USA 4.75% Stichting Hivos - Triodos Fonds 4. The Netherlands 1 4.75% Stichting Triodos – Doen 5. The Netherlands 1.64% 5SJPEPT'BJS4IBSF'VOE.VUVBM'VOE 6. The Netherlands 2 1.53% Investment Financial Corporation 7. Peru 60.68% 3 Grupo ACP Peru 1.22% Ducktown Holdings S.A. 8. Panama 1.23% La Positiva Seguros y Reaseguros S.A. 9. Peru 4 0.72% Triodos Sicav II – Triodos Microfinance Fund 10. The Netherlands 5 0.57% La Positiva Vida Seguros y Reaseguros S.A. 6 11. 7 8 9 10 1112 14 13 Peru 0.41% Other investors 12. Peru 0.18% Transacciones Financieras S.A. 13. Peru 0.13% Transacciones Especiales S.A. 14. Peru 34 Pioneers with Social Mission 35 ANNUAL REPORT 2011 36 Mexico VISION MISSION TO BE MEXICO’S MICROFINANCE LEADER, OFFERING ITS CLIENTS, WORKERS AND SHAREHOLDERS OPPORTUNITIES FOR INTEGRAL GROWTH. TO CONTRIBUTE TO IMPROVING THE QUALITY OF LIVING OF OUR CLIENTS THROUGH INNOVATIVE FINANCIAL AND INTEGRAL DEVELOPMENT SERVICES THAT MEET THEIR NEEDS THROUGH EXPERIENCED AND FRIENDLY PERSONNEL. Pioneers with Social Mission ADMINISTRATION COUNCIL REPRESENTING Senior Counselors Luis Alberto Ovalle Gates Ignacio Orejel Roldán Rubén Beristain Valencia Luis Felipe Derteano Marie José Carlos Herrera Molina Alfredo Ernesto Llosa Barber Juan Emilio Otero Steinhart Chairman Deputy Chairman Senior Counselor Senior Counselor Senior Counselor Senior Counselor Senior Counselor Grupo ACP – Peru Mexican shareholders Mexican shareholders Grupo ACP – Peru Mexican shareholders Grupo ACP – Peu Grupo ACP – Peru Miguel Fernando Arias Vargas Jesús Marcelino Ferreyra Fernández César Augusto Pizano Montemayor Álvaro Sepúlveda de la O Alternate Counselor Alternate Counselor Alternate Counselor Alternate Counselor Grupo ACP – Peru Grupo ACP – Peru Mexican shareholders Mexican shareholders Alonso León de la Barra Guedea General Director Alternate Counselors Established May 20, 2005 Luis Alberto Ovalle Gates CHAIRMAN Ignacio Orejel Roldán DEPUTY CHAIRMAN Rubén Beristain Valencia SENIOR COUNSELOR Luis Felipe Derteano Marie SENIOR COUNSELOR José Carlos Herrera Molina SENIOR COUNSELOR Alfredo Ernesto Llosa Barber SENIOR COUNSELOR Juan Emilio Otero Steinhart SENIOR COUNSELOR Alonso León de la Barra Guedea GENERAL DIRECTOR 37 ANNUAL REPORT 2011 HIGHLIGHTS FINANCING In 2011, Forjadores accessed credit lines for a total US$ 6.6 million, further strengthening a relation of trust with local and foreign sources of funding. INFRASTRUCTURE To continue growing, Forjadores opened 16 service offices throughout the Mexican Federation. At year close, it operated 35 offices from where it fulfills the company’s strategy of efficiently serving its clients. Similarly, two new regions were organized –Centro Norte and Cumbres- to foster orderly and responsible growth. By year close it served seven regions. TECHNOLOGY With technical advice provided by InnovAcción–Grupo ACP’s technological hub–Forjadores implemented the Bantotal system at service offices that opened in 2011. With this implementation Forjadores’ service office network can rely on specialized tools for group loan disbursements using payment orders, and a “micro-insurance module” to create life insurance policies for its clients. ACKNOWLEDGMENTS MicroRate–a rating agency focusing on microfinance institutions–awarded Forjadores its B+ rating, after evaluating its field and HQ processes. MicroRate also awarded Forjadores a two-and-a-half star rating, which highlights the company’s approach of serving its employees and clients by offering advancement opportunities. MAIN FIGURES AND INDICATORS FORJADORES t(SPTTMPBOTJONJMMJPO64 t5PUBMGVOEJOHJONJMMJPO64 t4IBSFIPMEFSTFRVJUZNJMMJPO64 t#PPLQBTUEVFSBUF t"TTFUDMJFOUT t5PUBMCSBODIFT t5PUBMFNQMPZFFT t&YDIBOHFSBUF .PSFUIBOEBZTQBTUEVF 38 2010 2011 Var. 11/10 Pioneers with Social Mission Forjadores Team. SHAREHOLDING STRUCTURE 88.48% Grupo ACP Peru 11.51% Other investors Mexico 39 ANNUAL REPORT 2011 40 Uruguay VISION MISSION TO BE URUGUAY’S LEADING MICROFINANCE ORGANIZATION. TO PROVIDE EFFICIENT FINANCIAL SERVICES TO MICRO AND SMALL BUSINESSES EXCLUDED FROM THE TRADITIONAL FINANCIAL SYSTEM AND THEREBY CONTRIBUTE TO THEIR INCLUSION AND DEVELOPMENT. Pioneers with Social Mission BOARD REPRESENTING Senior Directors Luis Felipe Derteano Marie Alfredo Ernesto Llosa Barber Francisco Guillermo Ravecca Jones Fernando Mercau Carrera Luis Alberto Ovalle Gates Chairman Senior Director Senior Director Senior Director Senior Director Grupo ACP – Peru Grupo ACP – Peru Uruguayan shareholders BID/FOMIN – USA Grupo ACP – Peru Jesús Marcelino Ferreyra Fernández Pablo María Sequeira Urta Alfredo Enrique Dancourt Iriarte Héctor Marcelo Antonio Escobar Flores Alternate Director Alternate Director Alternate Director Alternate Director Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Antonio Pablo Martínez Esponda General Manager Alternate Directors Established June 21, 2007 Luis Felipe Derteano Marie CHAIRMAN Alfredo Ernesto Llosa Barber SENIOR DIRECTORR Francisco Guillermo Ravecca Jones SENIOR DIRECTOR Fernando Mercau Carrera SENIOR DIRECTOR Luis Alberto Ovalle Gates SENIOR DIRECTOR Antonio Pablo Martínez Esponda GENERAL MANAGER 41 ANNUAL REPORT 2011 HIGHLIGHTS GROWTH In 2011, Microfin increased its loan portfolio by US$3.6 million, representing 69% growth year over year. NEW PRODUCTS Additionally, Microfin launched two new and innovative products: “MicroLeasing” and the “Revolving Credit Line”. “MicroLeasing” turned Microfin into the first non-banking institution authorized by Uruguay’s Central Bank to offer a “financial leasing” product tailored to the needs of micro and small business entrepreneurs. The “Revolving Credit Line”, aimed at small business owners in Uruguay’s provinces, was successfully launched through strategic alliances with food retailers nationwide. INSTITUTIONAL DEVELOPMENT As part of its institutional development in 2011, Microfin successfully implemented the Bantotal IT system thanks to the dedication and commitment of its staff and technical advice from InnovAcción, Grupo ACP’s technological hub. Bantotal will give Microfin significant competitive advantage and leverage for developing new products tailored to meet its clients’ needs. SOCIAL AND FINANCIAL INCLUSION To gauge internal compliance with its social mission, Microfin prepared the first ever indicator of social and financial inclusion to be used in Uruguay and became the only financial institution in the Uruguayan financial system to measure its social impact. At the end of 2011, 20% of Microfin clients had made at this institution their first financial enquiry ever. MAIN FIGURES AND INDICATORS MICROFIN 2010 2011 Var. 11/10 t(SPTTMPBOTJONJMMJPO64 t5PUBMGVOEJOHJONJMMJPO64 t4IBSFIPMEFSTFRVJUZNJMMJPO64 t"TTFUDMJFOUT t#PPLQBTUEVFSBUF t5PUBMCSBODIFT t5PUBMFNQMPZFFT t&YDIBOHFSBUF 4#4SFHVMBUJPOT 42 Pioneers with Social Mission Microfin Team. SHAREHOLDING STRUCTURE 4.33% Inter-American Development Bank, as manager of the US Multilateral Investment Fund USA 4.90% $PSQPSBDJØO"OEJOBEF'PNFOUP$"' Venezuela 75.50% Grupo ACP Peru 15.27% Other investors Uruguay 43 ANNUAL REPORT 2011 44 Argentina VISION MISSION TO BECOME THE COUNTRY’S LEADING MICROFINANCE TEAM. TO GENERATE AND STRENGTHEN LASTING CREDIT RELATIONSHIPS WITH WORKING PEOPLE SO WE CAN GROW TOGETHER. Pioneers with Social Mission BOARD REPRESENTING Senior Directors Juan José Ize Juan José Ochoa Luis Felipe Derteano Marie Julián Ariel Costabile Jesús Marcelino Ferreyra Fernández Chairman Deputy Chairman Senior Director Senior Director Senior Director Grupo ACP – Peru Argentinean shareholders Grupo ACP – Peru Argentinean shareholders Grupo ACP – Peru Alternate Director Alternate Director Grupo ACP – Peru Argentinean shareholders Martín Cafoncelli Hernán López Saavedra Senior Syndic Alternate Syndic Grupo ACP – Peru Grupo ACP – Peru Juan José Ochoa General Manager Alternate Directors Fernando Hugo Rizzi Patricio Boyd Syndics Established July 13, 2005 Juan José Ize CHAIRMAN Juan José Ochoa DEPUTY CHAIRMAN GENERAL MANAGER Luis Felipe Derteano Marie SENIOR DIRECTOR Julián Ariel Costabile SENIOR DIRECTOR Jesús Marcelino Ferreyra Fernández SENIOR DIRECTOR 45 ANNUAL REPORT 2011 HIGHLIGHTS GROWTH In 2011, Emprenda’s loan portfolio grew 74% in local currency, significantly above the 30% industry average and our direct competitor’s 19% growth rate. In absolute terms, Emprenda’s grew US$ 2.9 million, the largest growth figure in its industry. Likewise, its client portfolio expanded 12.8%, above its direct competitors’ 0.2% growth, and in line with the indusry’s 13.7% expansion rate. NATIONWIDE COVERAGE In 2011, Emprenda’s operations in Jujuy and Salta, in Argentina’s northeast, significantly expanded their portfolio by 126% and their client base by 25%. At the end of 2011, Emprenda operated nine branches in various Argentinean cities, of which four are in the country’s northeast. FINANCING Emprenda got US$2.9 million from new funders, including Triple Jump, Responsibility, Equitas and Banco Galicia, which are now among the organizations that have placed their trust in our institution. WORK CLIMATE Important progress was made in training, team integration, compensation schemes, performance evaluations and internal communications. As a result, Emprenda’s labor environment indicator improved significantly compared to the previous year’s. SECTOR PROMOTION Throughout 2011, Emprenda contributed to the building of a microfinance industry in Argentina by taking a leadership role in the Network of Argentinean Microcredit &OUJUJFT3FE"SHFOUJOBEF&OUJEBEFT EF.JDSPDSÏEJUPT3"%*. BOEPUIFS industry leadership entities. MAIN FIGURES AND INDICATORS EMPRENDA 2010 2011 Var. 11/10 t(SPTTMPBOTJONJMMJPO64 t5PUBMGVOEJOHJONJMMJPO64 t4IBSFIPMEFSTFRVJUZNJMMJPO64 t"TTFUDMJFOUT t#PPLQBTUEVFSBUF t5PUBMCSBODIFT t5PUBMFNQMPZFFT t&YDIBOHFSBUF 0WFSEBZTQBTUEVF 46 Pioneers with Social Mission Emprenda Team. SHAREHOLDING STRUCTURE 14.14% Other investors. Argentina 64.64% Grupo ACP Peru 21.22% Fideicomiso Positivo Argentina 47 ANNUAL REPORT 2011 48 Bolivia VISION MISSION TO BECOME THE LEADER, BENCHMARK AND GREATEST INNOVATOR IN THE LOCAL AND INTERNATIONAL MICROBUSINESS INDUSTRY TO FOSTER DEVELOPMENT, PROGRESS AND IMPROVED QUALITY OF LIVING AMONG LOW INCOME PEOPLE. OUR BANK PROVIDES THE OPPORTUNITY OF A BETTER FUTURE FOR LOW INCOME SEGMENTS THROUGH ACCESS TO HIGH QUALITY COMPREHENSIVE FINANCIAL SERVICES. Pioneers with Social Mission BOARD AND SYNDICS REPRESENTING Senior Directors Enrique Osvaldo Ferraro Luis Felipe Derteano Marie Luis Fernando Campero Prudencio Esteban Andrés Altschul Juan Emilio Otero Steinhart Michael Edward Schlein Carlos Arturo Iturralde Ballivián Chairman Deputy Chairman Secretary Senior Director Senior Director Senior Director Senior Director ACCION International – USA Grupo ACP – Peru Bolivian shareholders ACCION International – USA FIMISA – Bolivia ACCION International – USA Solydes – Bolivia Alternate Director Alternate Director Alternate Director Alternate Director Alternate Director Alternate Director ACCION International – USA Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru FIMISA – Bolivia Solydes – Bolivia Marco Antonio Paredes Pérez Sergio Roberto Capriles Tejada Senior Syndic Alternate Syndic Solydes – Bolivia Bolivian shareholders Kurt Paul Koenigsfest Sanabria General Manager Alternate Directors Diego Guillermo Guzmán Garavito Alfredo Ernesto Llosa Barber Jesús Marcelino Ferreyra Fernández Alfredo Enrique Dancourt Iriarte Beatriz García de Acha Juan Carlos Iturri Salmón Syndics Established February 10, 1992 Enrique Osvaldo Ferraro CHAIRMAN Luis Felipe Derteano Marie DEPUTY CHAIRMAN Juan Emilio Otero Steinhart SENIOR DIRECTOR Michael Edward Schlein SENIOR DIRECTOR Luis Fernando Campero Prudencio SECRETARY Esteban Andrés Altschul SENIOR DIRECTOR Carlos Arturo Iturralde Ballivián SENIOR DIRECTOR Kurt Paul Koenigsfest Sanabria GENERAL MANAGER 49 ANNUAL REPORT 2011 HIGHLIGHTS MARKET SHARE At the end of 2011, BancoSol’s portfolio market share among the members of the Association of Financial Entities 4QFDJBMJ[FEJO.JDSPmOBODF"TPDJBDJØO de Entidades Financieras Especializadas FO .JDSPGJOBO[BT "40'*/ SFBDIFE 22.94%, making the bank the segment’s leader. In addition, its market share by number of credit clients expanded 25.8% and 26.9% in 2010 and 2011, respectively. At 0.83%, BancoSol’s loan delinquency rate is among the lowest in the Bolivian banking system. BancoSol also exhibits one of the Bolivian banking system’s highest provisioning ratios for default QPSUGPMJPDPWFSBHF GROWTH BancoSol’s operations experienced remarkable growth and development. To December 2011, it had granted an unprecedented US$ 585.5 million worth of loans to 169,251 entrepreneurs. Likewise, liabilities with the public grew to US$ 537.3 million over the same period and the public’s trust translated into more savers, who totaled 493,949 account holders. SERVICES BancoSol consolidated its leadership in the microfinance industr y by expanding the range of transactions available to microenterprise business owners and entrepreneurs through SolNet tools, the bank’s web based banking services, and InfoSol, its mobile banking services offering. With a view at putting in place the second largest network of ATMs in Bolivia, BancoSol increased its ATMs to 133 machines and opened six new branches, to accomplish its mission to reach more towns where micro and small businesses crave for financial support. FINANCING In 2011, BancoSol decided to place long term bank bonds in the stock market to raise funding needed to grow its portfolio. Accordingly, it enrolled in an issuance QSPHSBNGPSNJMMJPOCPMJWJBOPTFRVJWBMFOU UP64NJMMJPO *O0DUPCFSUIFmSTU scheduled issue raised 170 million bolivianos PS64NJMMJPO POBUFOZFBSUFSN MAIN FIGURES AND INDICATORS BANCOSOL t(SPTTMPBOTJONJMMJPO64 t5PUBMGVOEJOHJONJMMJPO64 t4IBSFIPMEFSTFRVJUZNJMMJPO64 t#PPLQBTUEVFSBUF t"TTFUDMJFOUT t5PUBMCSBODIFT t5PUBMFNQMPZFFT t&YDIBOHFSBUF 4#4SFHVMBUJPOT 50 2010 2011 Var. 11/10 Pioneers with Social Mission BancoSol Team. SHAREHOLDING STRUCTURE 8 24.55% ACCION Investments in Microfinance, SPC 1. 6 1 USA 10.63% ACCION Gateway Fund L.L.C. 7 5. USA 20.16% Fundación Solidaridad y Desarrollo Productivo 5 2. 6. 4PTUFOJCMF40-:%&4 Bolivia Bolivia 16 .72% Grupo ACP 4 3. Peru 13 .31% ACCION International 4. USA. 7.26% Inversores Asociados S.A. 2 3 5.98% 'JOBO[BT.JDSPFNQSFTBSJBMFT4"'*.*4" 7. Bolivia 1.39% Other investors 8. Bolivia 51 ANNUAL REPORT 2011 El Salvador SAC Apoyo Integral Team. 52 VISION MISSION TO BE THE LEADER IN MICROFINANCE, RENOWNED FOR ITS EFFECTIVE CONTRIBUTION TO ITS CLIENTS’ SUSTAINABLE DEVELOPMENT. WE ARE SOCIALLY COMMITTED TO THE SUSTAINABLE DEVELOPMENT OF OUR CLIENTS THROUGH THE HIGH STANDARDS OF OUR PRODUCTS AND SERVICES. Pioneers with Social Mission 53 ANNUAL REPORT 2011 BOARD XXXXXX REPRESENTING Chairman Deputy Chairman Secretary Director First Director Second Director Third Director Fourth Director Fifth Director Sixth Director Seventh Director Apoyo Integral Inversiones – El Salvador Apoyo Integral Inversiones – Panama Apoyo Integral Inversiones – El Salvador Grupo ACP – Peru Fundación Dueñas Herrera – El Salvador Apoyo Integral Inversiones – El Salvador Fundación Dueñas Herrera – El Salvador Grupo ACP – Peru Apoyo Integral Inversiones – El Salvador Apoyo Integral Inversiones – Panama Owners / Directors Luis Antonio Castillo Rivas Bernhard Jakob Eikenberg Alma Eunice Miranda de Hernández Luis Felipe Derteano Marie Miguel Arturo Dueñas Herrera Héctor Miguel Dada Sánchez Rafael Eduardo Alvarado Cano Luis Alberto Ovalle Gates José Dimas Quintanilla Quintanilla Rodrigo Arias Castaño Luis Antonio Castillo Rivas CHAIRMAN 54 Bernhard Jakob Eikenberg DEPUTY CHAIRMAN Alma Eunice Miranda de Hernández SECRETARY DIRECTOR Luis Felipe Derteano Marie First Director Miguel Arturo Dueñas Herrera SECOND DIRECTOR Héctor Miguel Dada Sánchez THIRD DIRECTOR Pioneers with Social Mission REPRESENTING Alternate Directors José Mauricio Cortez Avelar Xavier Pierluca Ramón Antonio Manzano Morán Héctor Marcelo Antonio Escobar Flores Alejandro Arturo Dueñas Soler Jaime Orlando García Molina Roberto Miguel Dueñas Herrera Jesús Marcelino Ferreyra Fernández Danilo Salvador Padilla Benítez Reina Guadalupe González de Cabrera First Alternate Director Second Alternate Director Third Alternate Director Fourth Alternate Director Fifth Alternate Director Sixth Alternate Director Seventh Alternate Director Eighth Alternate Director Ninth Alternate Director Tenth Alternate Director $BSMPT"MCFSUP7JUFSJ3PNÈO +VBO1BCMP.F[B1ÏSF[ (FOFSBM.BOBHFS (FOFSBM.BOBHFS Apoyo Integral Inversiones – El Salvador Apoyo Integral Inversiones – Panama Apoyo Integral Inversiones – El Salvador Grupo ACP – Peru Fundación Dueñas Herrera – El Salvador Apoyo Integral Inversiones – El Salvador Fundacion Dueñas Herrera – El Salvador Grupo ACP – Perú Apoyo Integral Inversiones – El Salvador Apoyo Integral Inversiones – Panama Established May 15, 2002 Until June 30, 2011. Since July 4, 2011. Rafael Eduardo Alvarado Cano FOURTH DIRECTOR Luis Alberto Ovalle Gates FIFTH DIRECTOR José Dimas Quintanilla Quintanilla SIXTH DIRECTOR Rodrigo Arias Castaño SEVENTH DIRECTOR Juan Pablo Meza Pérez GENERAL MANAGER 55 ANNUAL REPORT 2011 HIGHLIGHTS ACHIEVEMENTS In 2011, SAC Apoyo Integral expanded its family remittances business by 14% for an amount of US$ 17.7 million and 94,395 transactions. By introducing the COPAC group methodology, it also shaved off 10.4% of its 2011 planned expenses. In a milestone development, SAC Apoyo Integral was authorized by the Financial Superintendency to take savings and term deposits from the public. The company has thus diversified the product and service portfolio offered to current and potential clients. Therefore, to December 31 2011, SAC Apoyo Integral’s liability portfolio showed 1,088 savings accounts with a portfolio balance of US$ 170,135, and 36 term deposits with a portfolio balance of US$ 1,207,478. SAC Apoyo Integral granted loans to Salvadorans residing abroad so they could FOKPZ5FNQPSBSZ1SPUFDUFE4UBUVT514 an innovative service in place since 2010. on finance, environment and health. Besides, the company provides free building technical advice to 75% of clients who receive a home building or improvement loan. CLIENTS To get closer to its clients, SAC Apoyo Integral broadened the network of doctors and pharmacies included in the health micro-insurance benefits plan. Similarly, loan repayment points were expanded in alliance with Puntoxpress, to more than 200 points of service open on extended schedules Monday through Sunday. As part of its social mission to improve its clients’ quality of living, SAC Apoyo Integral trained more than 400 people EMPLOYEES SAC Apoyo Integral employees have more than 500 physicians available in the network to care for their health through general and specialized medical services. Moreover, SAC Apoyo Integral has improved its medical services above regulatory and hospital medical insurance standards. In compliance with its policy to create growth opportunities for its workers, over 19 employees were promoted in 2011. MAIN FIGURES AND INDICATORS SAC APOYO INTEGRAL - EL SALVADOR t(SPTTMPBOTJONJMMJPO64 t5PUBMGVOEJOHJONJMMJPO64 t4IBSFIPMEFSTFRVJUZNJMMJPO64 t#PPLQBTUEVFSBUF t"TTFUDMJFOUT t5PUBMCSBODIFT t5PUBMFNQMPZFFT t&YDIBOHFSBUF 0WFSEBZTQBTUEVF 56 2010 2011 Var. 11/10 Pioneers with Social Mission SHAREHOLDING STRUCTURE 2 1 5 3 4 36.00% Apoyo Integral Inversiones S.A. de C.V. 1. El Salvador 28.85% Apoyo Integral Inversiones, S.A. 2. Panama 20.00% Grupo ACP 3. Peru 15.04% Fundacion Dueñas Herrera 4. El Salvador 0.11% Other investors El Salvador 5. 57 ANNUAL REPORT 2011 Apoyo Integral Guatemala was born from an alliance between “Apoyo Integral Inversiones”, XIJDIJTNBEFVQCZi'VOEBDJØO4BMWBEPSF×BEF"QPZP*OUFHSBM'64"* wi*ODPmOwGSPN#FMHJVN and “BlueOrchard”from Switzerland, and Grupo ACP. The members of this alliance shared their successful work experience and values in SAC Apoyo Integral. Apoyo Integral Guatemala specializes in providing microfinance services through quality financial products and services to small business owners in urban and rural Guatemala. Its loans include house improvement and farm loans, as well as customized technical assistance and appropriate and prompt support for clients to meet their business needs. 58 Guatemala Pioneers with Social Mission BOARD XXX REPRESENTING Chairman Deputy Chairman Secretary Board member Apoyo Integral Inversiones S.A. - Panama Grupo ACP - Peru Apoyo Integral Inversiones S.A. - Panama Grupo ACP - Peru First Alternate Director Second Alternate Director Third Alternate Director Fourth Alternate Director Apoyo Integral Inversiones S.A. - Panama Grupo ACP - Peru Apoyo Integral Inversiones S.A.- Panama Grupo ACP - Peru Owners / Directors Luis Antonio Castillo Rivas Luis Felipe Derteano Marie Rodrigo Arias Castaño Luis Alberto Ovalle Gates Alternate Directors Carlos Alberto Viteri Román Jesús Marcelino Ferreyra Fernández Bernhard Jakob Eikenberg Héctor Marcelo Antonio Escobar Flores Established December 16, 2010 Luis Antonio Castillo Rivas CHAIRMAN Luis Felipe Derteano Marie DEPUTY CHAIRMAN Rodrigo Arias Castaño SECRETARY Luis Alberto Ovalle Gates BOARD MEMBER 59 ANNUAL REPORT 2011 HIGHLIGHTS BACKGROUND Guatemala is the most populated country in Central America and its economy has developed to an acceptable level. These characteristics provide Apoyo Integral Guatemala opportunities for growth while the population benefits from larger sources of financing for expanding and improving their businesses and homes. Guatemala’s south has seen deep penetration of the formal financial system and other financial intermediaries. Under these circumstances, our strategy to achieve market share focuses on adding value to customized credit products for microenterprises in their initial phase of capital accumulation, together with other complementary services, such as life and health micro-insurance. BEGINNING OF OPERATIONS Apoyo Integral Guatemala started operations in March 2011. Its offices are in Escuintla City, in Guatemala. The company offers credit lines for microbusinesses, small businesses, home improvement, agriculture, and seasonal loans. RECOGNITION In 2011, Apoyo Integral Guatemala placed 444 loans for US$ 561,908. The average loan was US$ 1,266. To December 2011, the company’s portfolio featured 410 loans, a balance of US$ 424,444 and an average loan of US$ 1,094. MAIN FIGURES AND INDICATORS APOYO INTEGRAL GUATEMALA t(SPTTMPBOTJONJMMJPO64 t5PUBMGVOEJOHJONJMMJPO64 t4IBSFIPMEFSTFRVJUZNJMMJPO64 t#PPLQBTUEVFSBUF t"TTFUDMJFOUT t5PUBMCSBODIFT t5PUBMFNQMPZFFT t&YDIBOHFSBUF 0WFSEBZTQBTUEVF 60 2011 Pioneers with Social Mission SHAREHOLDING STRUCTURE 50.00% Grupo ACP Peru 50.00% Apoyo Integral Inversiones S.A. Panama 61 ANNUAL REPORT 2011 62 Paraguay VISION MISSION TO BE A LEADING FINANCIAL ORGANIZATION, RENOWNED FOR ITS POSITIVE SOCIAL IMPACT IN THE COMMUNITY. WE ARE AN ORGANIZATION THAT WORKS WITH INNOVATION AND EFFICIENCY, SO THAT ALL PEOPLE AND BUSINESSES, ESPECIALLY THOSE IN THE LOW INCOME SEGMENT, CAN ACCESS MORE AND BETTER FINANCIAL SERVICES, TO HELP REDUCE POVERTY IN PARAGUAY. OUR APPROACH PROVIDES CONTINUED FINANCIALLY AND SOCIALLY SUSTAINABLE RETURNS TO OUR DEPOSITORS, OFFICIALS AND SHAREHOLDERS. Pioneers with Social Mission BOARD XXXXXX REPRESENTING Chairman First Deputy Chairman Second Deputy Chairman Senior Director Senior Director Senior Director 4FOJPS%JSFDUPS Paraguayan shareholders Paraguayan shareholders Grupo ACP – Peru Financiera El Comercio – Paraguay ACCION Gateway Fund – USA Financiera El Comercio – Paraguay 'JOBODJFSB&M$PNFSDJPo1BSBHVBZ "MUFSOBUF%JSFDUPS Alternate Director Alternate Director Alternate Director 'JOBODJFSB&M$PNFSDJPo1BSBHVBZ ACCION Gateway Fund – USA Financiera El Comercio – Paraguay Grupo ACP – Peru José María Caniza Víctor Raúl Romero Solís Senior Syndic Alternate Syndic Paraguayan shareholders Paraguayan shareholders Fernando Paciello General Manager Senior Directors Carlos A. Heisecke Rivarola Teresa Rivarola de Velilla Luis Felipe Derteano Marie Jorge Pecci Miltos Diego Guillermo Guzmán Garavito José Martín De Aguirre 4JMWJB.VSUPEF.ÏOEF[ Alternate Directors .JHVFM«OHFM%JPOJTJ Jorge De Angulo Gutiérrez James Spalding Jesús Marcelino Ferreyra Fernández Syndics Established April 26, 1976 4JODF"QSJM 6OUJM"QSJM Carlos A. Heisecke Rivarola CHAIRMAN Teresa Rivarola de Velilla FIRST DEPUTY CHAIRMAN Luis Felipe Derteano Marie SECOND DEPUTY CHAIRMAN Jorge Pecci Miltos SENIOR DIRECTOR Diego Guillermo Guzmán Garavito SENIOR DIRECTOR José Martín De Aguirre SENIOR DIRECTOR Silvia Murto de Méndez SENIOR DIRECTOR Fernando Paciello GENERAL MANAGER 63 ANNUAL REPORT 2011 HIGHLIGHTS TECHNOLOGY Financiera El Comercio saw many changes, innovations and investments in 2011. One highlight was the successful implementation of the new Bantotal IT core system. This project required an investment of more than US$ 2.5 million and demanded commitment and effort of all the company’s officials, in addition to support by InnovAcción, Grupo ACP’s technological hub. RECOGNITION Financiera El Comercio received a 4- rating from Planet Finance, a social consultant, placing it in third position worldwide for social inclusion. Likewise, Evaluadora Latinoamericana, a risk-rating agency, granted it a BBB+ rating as recognition of its outstanding solvency and credit worthiness. Financiera El Comercio was also a runner up in IDB’s choice of microfinance companies with the greatest rural penetration, during the XIV Inter-American Microbusiness 'PSVN'PSPNJD HUMAN TALENT As for human talent, Financiera El Comercio strongly bet on training its employees. More than 13,680 hours of training to 978 officials were taught last year. Loan technology material was designed, and the first e-learning technology course was taught. E-learning is a tool now available to every loan official in the company. Financiera El Comercio has been intensely engaged in improving its work climate. It offers its employees benefits at universities, gyms and beauty parlors. To foster integration, it organized a mixed soccer championship for more than 650 employees. In its first talent show, employees from all over the country put on singing, drama and dancing performances. STRATEGIC ALLIANCES Throughout the year, Financiera El Comercio signed strategic alliances with several public and private institutions to build special relationships in the various industries where it operates and to offer not only access to credit, but also coaching, training and advice to clients. MAIN FIGURES AND INDICATORS FINANCIERA EL COMERCIO t(SPTTMPBOTJONJMMJPO64 t5PUBMGVOEJOHJONJMMJPO64 t4IBSFIPMEFSTFRVJUZNJMMJPO64 t#PPLQBTUEVFSBUF t"TTFUDMJFOUT t5PUBMCSBODIFT t5PUBMFNQMPZFFT t&YDIBOHFSBUF 4#4SFHVMBUJPOT 64 2010 2011 Var. 11/10 Pioneers with Social Mission Financiera El Comercio Team. SHAREHOLDING STRUCTURE 9.33% Grupo ACP Peru 15.42% ACCION Gateway Fund L.L.C. 75.25% Other investors Paraguay USA 65 ACCESS TO MICROINSURANCE 66 t1SPUFDUB1FSV 68t4FDVSB1FSV 72 67 ANNUAL REPORT 2011 68 Peru VISION MISSION TO BECOME THE LEADING COMPANY IN MICROINSURANCE FOR SMALL BUSINESS OWNERS AND ENTREPRENEURS IN THE COUNTRY, AND BECOME A MAJOR PLAYER IN THE ANNUITIES MARKET. TO PROVIDE INSURANCE OPTIONS THAT WILL ALLOW A SIGNIFICANT PORTION OF THE UNINSURED POPULATION TO ACCESS MECHANISMS OF HIGH QUALITY PROTECTION. Pioneers with Social Mission BOARD XXXXX REPRESENTING Alfredo Jochamowitz Stafford Marino Ricardo Costa Bauer Luis Felipe Derteano Marie Alfredo Ernesto Llosa Barber Luis Javier Montero Checa Chairman Deputy Chairman Senior Director Senior Director Senior Director Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Alfredo José Alberto Salazar Delgado General Manager Senior Directors Established September 14, 2007 Alfredo Jochamowitz Stafford CHAIRMAN Marino Ricardo Costa Bauer DEPUTY CHAIRMAN Luis Felipe Derteano Marie SENIOR DIRECTOR Alfredo Ernesto Llosa Barber SENIOR DIRECTOR Luis Javier Montero Checa SENIOR DIRECTOR Alfredo José Alberto Salazar Delgado GENERAL MANAGER 69 ANNUAL REPORT 2011 HIGHLIGHTS Protecta is Grupo ACP’s company specialized in microinsurance. Its products are easy to access through mass distribution channels. The company sells life, loan disencumbrance, accident, burial, BOENBOEBUPSZUSBGGJDBDDJEFOU40"5 insurance and it actively participates in the annuities market. STRATEGIC ALLIANCES As part of its strategy to bring life insurance to emerging segments of the population on a mass scale, Protecta has entered commercial agreements with various strategic partners through which it sells its products, including Mibanco, Profinanzas, Agrobanco, Albis, and Universidad César Vallejo, as well as the local Metropolitan Lima government, and government agencies like Essalud and Banco de la Nación. GROWTH Protec ta closed the year with approximately 1.4 million insured clients and a significant increase of annuities clients. It also closed the year with net insurance premiums above US$ 36.6 million, or 21% growth year over year. Protecta’s technical bottomline to December 2011 was positive by US$ 3.5 million or 47% growth since a year before. In turn, investments were a positive US$ 2.8 million, or 181% growth. CONSOLIDATION By the end of 2011, Protecta’s net profits exceeded US$ 2 million for the fourth year in a row. Total managed assets reached US$ 55.8 million, or 85% increase over December 2010. INVESTMENTS At the end of 2011, investments in long term securities amounted to more than US$38.9 million. All these investments went to local and foreign fixed income securities. RECOGNITION Protecta’s “ProtegeMÁS” microinsurance was recognized by the Inter-American %FWFMPQNFOU #BOL *%# UIF (MPCBM &RVJUZ'VOE(&' BOEUIF*OUFS"NFSJDBO Federation of Insurance Companies '*%&4 i1SPUFHF.«4wBJNTBUQSPUFDUJOH clients in very hazardous activities. Similarly, Protecta was a runner up in the 2011 Business Creativity Contest, organized by Universidad Peruana de $JFODJBT"QMJDBEBT61$ 5IFDPNQBOZ entered its “My Municipal Family” product in the “Social Commitment” category. MAIN FIGURES PROTECTA t5PUBM"TTFUTJOUIPVTBOE64 t*OWFTUNFOUTJOMPOHUFSNTFDVSJUJFTJOUIPVTBOE64 t5PUBMMJBCJMJUJFTJOUIPVTBOE64 t5FDIOJDBMSFTFSWFTGPSDMBJNTJOUIPVTBOE64 t4IBSFIPMEFSTFRVJUZJOUIPVTBOE64 t$VSSFOUJOTVSBODFT t*OTVSFEDMJFOUT t5PUBMFNQMPZFFT t&YDIBOHFSBUF 70 2010 2011 Var. 11/10 Pioneers with Social Mission Protecta Team. SHAREHOLDING STRUCTURE 0.27% Other investors Peru 16.50% International Finance 83.23% Grupo ACP Peru $PSQPSBUJPO*'$ USA. 71 ANNUAL REPORT 2011 72 Peru VISION MISSION TO BE THE MAIN INSURANCE PROVIDER OF SMALL AND MICRO BUSINESS ENTREPRENEURS IN PERU AND APPLY THIS EXPERIENCE TO OTHER COUNTRIES, WITH AN EMPHASIS ON QUALITY OF SERVICE. TO SPREAD THE INSURANCE CULTURE THROUGH MICROFINANCE ENTITIES AND CHANNELS BY CREATING AND DEVELOPING NEW COMPETITIVE AND INNOVATIVE PRODUCTS, WHICH WILL CONTRIBUTE TO THE SOCIOECONOMIC GROWTH OF LATIN AMERICAN ENTREPRENEURS. Pioneers with Social Mission BOARD XXXX REPRESENTING Chairwoman Senior Director Senior Director Senior Director Senior Director Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru -VDJFOOF.BSJBOB'SFVOEU5IVSOF$MBVY )ÏDUPS.BSDFMP"OUPOJP&TDPCBS'MPSFT +VMJB*TBCFM4PCSFWJMMB1FSFB "MUFSOBUF%JSFDUPS "MUFSOBUF%JSFDUPS "MUFSOBUF%JSFDUPS (SVQP"$1o1FSV (SVQP"$1o1FSV (SVQP"$1o1FSV Luciano Canales Cornejo General Manager Senior Directors Elia Victoria King Chiong de Jordán Luis Augusto Ducassi Wiese Jorge Domingo González Izquierdo Alfredo Enrique Dancourt Iriarte Guillermo Luis Zarak Galimidi Alternate Directors Established September 20, 2002 4JODF.BSDI Elia Victoria King Chiong de Jordán CHAIRWOMAN Luis Augusto Ducassi Wiese SENIOR DIRECTOR Jorge Domingo González Izquierdo SENIOR DIRECTOR Alfredo Enrique Dancourt Iriarte SENIOR DIRECTOR Guillermo Luis Zarak Galimidi SENIOR DIRECTOR Luciano Canales Cornejo GENERAL MANAGER 73 ANNUAL REPORT 2011 HIGHLIGHTS Secura, Grupo ACP’s insurance brokerage, is a leader in microinsurance and insurance advisory and generation. It specializes in developing insurance as a risk management tool to protect micro and small businesses, microfinance organizations and small and mediumsized companies. Secura is a pioneer in identifying insurance and risk transfer options in non-corporate business segments, from a perspective that integrates general, human and life risks. America. Secura chooses for its clients perfectly customized coverage that suits their needs while assuring they get the most competitive prices in the insurance market. STRATEGY The company has adopted a differentiation strategy to allow its clients get advice from specialized, agile and innovative advisors with the ability to make things happen. TECHNOLOGY Secura has been able to successfully integrate its commercial, technical and administrative processes and its good business practices using Peoplesoft, a world-class technological platform, that allows Secura to guarantee its clients highly productive operations. Secura seeks to become its clients’ partner when they look for insurance plans in Latin POSITIONING Its strong performance has placed Secura among the 12 best insurance brokerage companies in Peru in the ranking prepared by Peru’s Superintendency of Banking, Insurance and Pension Fund $PNQBOJFT4#4 MAIN FIGURES SECURA t5PUBMBTTFUTJOUIPVTBOE64 t5PUBMMJBCJMJUJFTJOUIPVTBOE64 t4IBSFIPMEFSTFRVJUZJOUIPVTBOE64 t1SFNJVNTQBJEJOUIPVTBOE64 t$PNNJTTJPOTDIBSHFEJOUIPVTBOE64 t/VNCFSPGDMBJNTTFSWFE t&YDIBOHFSBUF 74 2010 2011 Var. 11/10 Pioneers with Social Mission Secura Team. SHAREHOLDING STRUCTURE 99.99% Grupo ACP Peru 0.01% Other investors Peru 75 ACCESS TO EDUCATION AND TRAINING 76 tAprenda1FSV 78 77 ANNUAL REPORT 2011 78 Peru VISION MISSION TO BECOME THE REGION’S LEADERS AND BENCHMARK FOR THE IMPACT OF OUR COMPREHENSIVE TRAINING SOLUTIONS ON THE LIVES OF MICROBUSINESS OWNERS AND ENTREPRENEURS. TO ENHANCE THE QUALITY OF LIVING OF MICROBUSINESS OWNERS AND ENTREPRENEURS BY PROVIDING ACCESS TO KNOWLEDGE AND TOOLS THAT HELP THEM GROW THEIR BUSINESSES AND PERSONALLY. Pioneers with Social Mission BOARD XXXX REPRESENTING Chairman Deputy Chairwoman Senior Director Senior Director Senior Director Senior Director Senior Director Grupo ACP – Peru Somos Empresa – Peru Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Somos Empresa – Peru Grupo ACP – Peru Senior Directors Miguel Fernando Arias Vargas Helena Pinilla García Luis Augusto Ducassi Wiese Óscar José Rivera Rivera Elia Victoria King Chiong de Jordán Alberto Cabello Ortega Lucienne Mariana Freundt-Thurne Claux Alternate Directors Luis Alberto Ovalle Gates Alfredo Enrique Dancourt Iriarte Jesús Marcelino Ferreyra Fernández )ÏDUPS.BSDFMP"OUPOJP&TDPCBS'MPSFT +VMJB*TBCFM4PCSFWJMMB1FSFB Alternate Director Alternate Director Alternate Director "MUFSOBUF%JSFDUPS "MUFSOBUF%JSFDUPS Claudia María Becerra Brazzini General Manager Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru (SVQP"$1o1FSV (SVQP"$1o1FSV Established February 27, 2008 4JODF.BSDI Miguel Fernando Arias Vargas CHAIRMAN Helena Pinilla García DEPUTY CHAIRWOMAN Luis Augusto Ducassi Wiese SENIOR DIRECTOR Óscar José Rivera Rivera SENIOR DIRECTOR Elia Victoria King Chiong de Jordán SENIOR DIRECTOR Alberto Cabello Ortega SENIOR DIRECTOR Lucienne Mariana Freundt-Thurne Claux SENIOR DIRECTOR Claudia María Becerra Brazzini GENERAL MANAGER 79 ANNUAL REPORT 2011 HIGHLIGHTS COMPREHENSIVE APPROACH Aprenda developed several comprehensive projects comprised of business education, technical productive workshops and specialized advisory services, emphasizing personal development and applying new education and training methodologies. ACHIEVEMENTS In 2011, Aprenda trained almost 46 thousand people, or an increase of 71% year over year. Aprenda worked jointly with Mibanco in training almost 13 thousand rural sector entrepreneurs, as a way to develop microentrepreneurs’ skills. They learned to use new business management tools. Similarly, to encourage new companies, it ran the “Dulce Emprender” project sponsored by Citi Foundation. Aprenda’s “Business Training Center,” which has offices in Lima and south Peru’s Moquegua department, trained 797 entrepreneurs and 985 microbusiness managers and employees. BETTING ON WOMEN In 2011, Aprenda was involved in two projects with a strong focus on women: t 5ISPVHIi4BMUBw-FBQ BQSPKFDUUP provide Peruvian women entrepreneurs tools to build profitable businesses, Aprenda trained almost 28 thousand women on finance, marketing and personal development. t 5ISPVHIUIFi8PNFO&OUSFQSFOFVST for the Future” project, sponsored by Citi Foundation, Aprenda trained 312 women on hand knitting and business management in the emerging districts of Lima. Aprenda was chosen to run the “Building My Dream”project sponsored by Southern Copper mining company to teach productive and business management workshops to women entrepreneurs in Moquegua, in southern Peru. SOCIAL AND ENVIRONMENTAL AWARENESS Aprenda continued its efforts to reduce the use of print paper by using paper made from sugar cane bagasse to print training materials. It also renewed its adherence to the CO2 Neutral Website initiative, a pioneer environmental compensation project. Aprenda continued contributing to educate youth in business management at technical level at the ISTP Acción Comunitaria, in Pachacutec, a low income peri-urban community in Ventanilla, a district in northern Lima. It is also a member of the Peru 2021 Patronato de Empresas, a non-profit civil society organization that brings together companies committed to social responsibility initiatives and their implementation in Peru. RECOGNITION Aprenda won the “Entrepreneurial Spirit” award in the “2011 Business Creativity” contest organized by Universidad Peruana EF$JFODJBT"QMJDBEBT61$ 5IFBXBSE acknowledges Aprenda’s track record in creating and disseminating knowledge for business people and entrepreneurs of micro and small businesses. MAIN FIGURES APRENDA t"TTFUTJOUIPVTBOE64 t-JBCJMJUJFTJOUIPVTBOE64 t4IBSFIPMEFSTFRVJUZJOUIPVTBOE64 t5SBJOFEQFPQMF t&YDIBOHFSBUF Number of trained people to December 31, 2011 202,667 80 2010 2011 Var. 11/10 Pioneers with Social Mission Aprenda Team. SHAREHOLDING STRUCTURE 92.00% Grupo ACP Peru 8.00% Somos Empresa Grupo ACP S.A. Peru 81 ACCESS TO COMMUNICATIONS 82 t4PNPT&NQSFTB1FSV 84 83 ANNUAL REPORT 2011 84 Peru VISION MISSION TO BE RECOGNIZED FOR OUR CONTRIBUTION TO THE SUCCESS OF MICRO AND SMALL BUSINESS OWNERS AND ENTREPRENEURS. WE DESIGN AND EXECUTE RELATIONSHIP STRATEGIES FOR THE DISSEMINATION OF THE ENTREPRENEURIAL CULTURE. Pioneers with Social Mission BOARD XXXX REPRESENTING Senior Directors Deputy Chairman Director Director Director Cambio y Gerencia – Peru Grupo ACP – Peru Grupo ACP – Peru Cambio y Gerencia – Peru Grupo ACP – Peru Luis Alberto Ovalle Gates Alfredo Enrique Dancourt Iriarte Jesús Marcelino Ferreyra Fernández Héctor Marcelo Antonio Escobar Flores Julia Isabel Sobrevilla Perea Alternate Director Alternate Director Alternate Director Alternate Director Alternate Director Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Cecilia Cebreros Apaza General Manager Senior Directors Helena Pinilla García Miguel Fernando Arias Vargas Renzo Lercari Carbone Alberto José Cabello Ortega Lucienne Mariana Freundt-Thurne Claux Alternate Directors Established April 2, 2004 Since March 25, 2011. Helena Pinilla García SENIOR DIRECTORS Miguel Fernando Arias Vargas DEPUTY CHAIRMAN Renzo Lercari Carbone DIRECTOR Alberto José Cabello Ortega DIRECTOR Lucienne Mariana Freundt-Thurne Claux DIRECTOR Cecilia Cebreros Apaza GENERAL MANAGER 85 ANNUAL REPORT 2011 HIGHLIGHTS Somos Empresa designs and implements mass communication initiatives to disseminate the entrepreneurs’ culture and business management knowledge. Its unique multimedia platform includes a TV national broadcast and regional versions, as well as radio broadcasts and a specialized magazine. %FWFMPQNFOU 64"*% UP QSPNPUF e n t re p r e n e u r i a l s p i r i t i n r u r a l communities in the Amazon region of Peru. This competition reached more than one thousand communities of the San Martín, Ucayali and Huánuco regions and 23 public and private organizations. SUCCESSFUL PROGRAMS Somos Empresa designed and implemented the first mass campaign targeting small restaurants in Lima for Alicorp, a food and consumer products company. The “Recipe for Success” campaign reached approximately 1,200 restaurant owners and managers. BUSINESS CREATIVITY AWARD Somos Empresa received wide public recognition in 2011. It won its second “Business Creativity”award from Universidad 1FSVBOBEF$JFODJBT"QMJDBEBT61$ 5IJT time Somos Empresa was distinguished in the “Communications” category for the results of its “Let’s Do Business,” radio program sponsored by Peru LNG -a hydrocarbon company-, and aired since 2010 to disseminate the entrepreneurial spirit in Chincha and Cañete, two cities south of Lima. S o m o s E m p re s a o rg a n i ze d t h e “ W i n n i n g J u n g l e” c o m p e t i t i o n sponsored by Grupo ACP and the United States Agency for International PROMOTING THE ENTREPRENEURIAL SPIRIT As part of its commitment to spread the spirit of enterprise across Peru, Somos Empresa organized several massive events with support from public and private strategic allies. These events were led by Nano Guerra García, an opinion leader on entrepreneurship, and reached more than 30 thousand people. In the north and south of Lima, the “Recipe for Success” campaign reached over one thousand businesses joined events focusing on restaurant management. Additionally, in the south of Lima, the “Let’s Do Business” program trained around 3 thousand listeners in six events in Chincha and Cañete. In the Amazon region, more than 1,500 people from rural communities participated in five events that identified the 30 best community enterprises in San Martín, Huánuco and Ucayali. MAIN FIGURES SOMOS EMPRESA t"TTFUTJOUIPVTBOE64 t-JBCJMJUJFTJOUIPVTBOE64 t4IBSFIPMEFSTFRVJUZJOUIPVTBOE64 t.BHB[JOFTQVCMJTIFE t/VNCFSPGWJFXFSTQFSQSPHSBN t&YDIBOHFSBUF 86 2010 2011 Var. 11/10 Pioneers with Social Mission Somos Empresa Team. SHAREHOLDING STRUCTURE 40% Cambio y Gerencia SAC Peru 60% Grupo ACP Peru 87 ACCESS TO HOUSING AND INFRASTRUCTURE 88 t7JWFODJB1FSV 90t1BOFDPOT&DVBEPS 94 89 ANNUAL REPORT 2011 90 Peru VISION MISSION TO BE THE BENCHMARK ORGANIZATION FOR DEVELOPING REAL ESTATE PROJECTS, ESPECIALLY IN THE SUBURBS AND RURAL ZONES, FOCUSING ON THE HOUSEHOLDS AT THE BASE OF THE SOCIAL PYRAMID. TO PROMOTE AND DEVELOP REAL ESTATE, SAFE WATER, SANITATION AND ELECTRICAL PROJECTS FOR MICRO BUSINESS OWNERS AND THEIR FAMILIES. THESE PROJECTS MUST BE SELF SUSTAINING, HAVE HIGH SOCIAL IMPACT AND BE ENVIRONMENTALLY FRIENDLY. TO BE GRUPO ACP`S AND ITS COMPANIES’ STRATEGIC INFRASTRUCTURE BUILDING PARTNER. Pioneers with Social Mission BOARD XXXX REPRESENTING Senior Director Senior Director Senior Director Senior Director Senior Director Senior Director Senior Director Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Senior Directors Renzo Lercari Carbone Manuel Eduardo Galup Fernández Concha Diego Andrés Tejero Acha Jesús Marcelino Ferreyra Fernández Héctor Marcelo Antonio Escobar Flores Jaime Raygada Sommerkamp Carlos Pestana Mesarina Alternate Directors Alfredo Enrique Dancourt Iriarte Jesús Marcelino Ferreyra Fernández Lucienne Mariana Freundt-Thurne Claux Luis Alberto Ovalle Gates Julia Isabel Sobrevilla Perea Alternate Director Alternate Director Alternate Director Alternate Director Alternate Director Alfonso De Madalengoitia Gutiérrez General Manager Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Established September 27, 2006 6OUJM.BSDI 6OUJM0DUPCFS 4JODF.BSDI 4JODF0DUPCFS Renzo Lercari Carbone SENIOR DIRECTOR Jaime Raygada Sommerkamp SENIOR DIRECTOR Manuel Eduardo Galup Fernández Concha SENIOR DIRECTOR Carlos Pestana Mesarina SENIOR DIRECTOR Jesús Marcelino Ferreyra Fernández SENIOR DIRECTOR Héctor Marcelo Antonio Escobar Flores SENIOR DIRECTOR Alfonso De Madalengoitia Gutiérrez GENERAL MANAGER 91 ANNUAL REPORT 2011 HIGHLIGHTS GOALS Vivencia finished building the Bolognesi Community, a residential compound in Puente Piedra, north of Lima. The project comprises 44 family houses of 35m2 floor area, in two stories with a capacity to expand to 90m2 in three stories. Besides, the company finished building two new Mibanco branches, one in San Juan de Miraflores -south of Lima- and the other in Ate Vitarte, a district in the east of the capital. PROJECTS Vivencia started the formalities to buy a land plot in Ate Vitarte district, where it plans to develop its first multi-family housing project comprised of over 300 houses. RENEWABLE ENERGY The pilot project for the sale of photovoltaic equipment in villages around Piura –in Peru’s north- was completed. The project was developed by Consorcio Genera jointly with Emprenda, a company belonging to Grupo ACP that offers microfinance services in Argentina, and Vivencia. Beneficiaries of this renewable energy technology substituted photovoltaic lamps for their kerosene lamps. Photovoltaic lamps are a safer and more environmentally friendly option. MAIN FIGURES VIVENCIA 2010 2011 Var. 11/10 t"TTFUTJOUIPVTBOE64 t-JBCJMJUJFTJOUIPVTBOE64 t4IBSFIPMEFSTFRVJUZJOUIPVTBOE64 t&YDIBOHFSBUF 92 Pioneers with Social Mission Vivencia Team. SHAREHOLDING STRUCTURE 99.99% Grupo ACP Peru 0.01% Other investors Peru 93 ANNUAL REPORT 2011 94 Ecuador VISION MISSION TO BE THE LEADING COMPANY IN NONCONVENTIONAL CONSTRUCTION SYSTEMS PRODUCTION, COMMERCIALIZATION AND TRAINING IN LATIN AMERICA. WE ARE A MULTINATIONAL COMPANY PROVIDING SAFE, FAST, COMFORTABLE AN AFFORDABLE INNOVATIVE NON CONVENTIONAL CONSTRUCTION SYSTEM TO THE LATIN AMERICAN MARKET. Pioneers with Social Mission BOARD XXXX REPRESENTING Chairman Senior Director Senior Director Senior Director Mutualista Pichincha – Ecuador Mutualista Pichincha - Ecuador Technology Property Corporation – Panama ACP Vivencia - Peru Alida Benedetti Alfredo Enrique Dancourt Iriarte Alternate Director Alternate Director Technology Property Corporation - Panama ACP Vivencia - Peru Manuel Mera Vergara General Manager Senior Directors Mario Burbano de Lara Marcelo López Arjona Angelo Candiracci Renzo Lercari Carbone Alternate Directors Established November 12, 2004 Mario Burbano de Lara CHAIRMAN Marcelo López Arjona SENIOR DIRECTOR Angelo Candiracci SENIOR DIRECTOR Renzo Lercari Carbone SENIOR DIRECTOR Manuel Mera Vergara GENERAL MANAGER 95 ANNUAL REPORT 2011 HIGHLIGHTS Headquartered in Ecuador, Panecons manufactures and sells reinforced concrete panels walls, using the M2 system. This system’s main characteristics are its flexible design and strong panel fitting that help to build safe, comfortable and affordable constructions. GROWTH In 2011 Panecons sales in Ecuador grew almost 32%. This was mainly achieved through housing and community safety projects, large projects in Guayaquil and massive developments by Mutualista Pichincha, among others. In 2011, 340 thousand m2 of panels and almost 530 thousand accessories were manufactured. MAIN FIGURES PANECONS 2010 2011 Var. 11/10 t"TTFUTJOUIPVTBOE64 t-JBCJMJUJFTJOUIPVTBOE64 t4IBSFIPMEFSTFRVJUZJOUIPVTBOE64 t&YDIBOHFSBUF 96 Pioneers with Social Mission Panecons Team. SHAREHOLDING STRUCTURE 17.10% Technology Property Corp. TPC Panama 58.84% Asociación Mutualista Ahorro y Crédito Pichincha Ecuador 24.06% Vivencia S.A. Peru 97 ACCESS TO E-COMMERCE 98 t5JHHSFT1FSV 100 99 ANNUAL REPORT 2011 Peru VISION MISSION TO BE RECOGNIZED AS A RELIABLE REFERENCE FOR ELECTRONIC COMMERCE IN PERU THAT PROVIDES ACCESS TO SEGMENTS NOT CURRENTLY SERVED. TO BECOME A SAFE AND EFFICIENT MARKETPLACE OFFERING THE BEST SHOPPING EXPERIENCE TO CONSUMERS, OPENING ACCESS TO THE MSES’ SUPPLY CHAIN AND TO OTHER FIRMS ACROSS THE NATION. 100 Pioneers with Social Mission BOARD XXX REPRESENTING Chairman Senior Director Senior Director Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru "MGSFEP&OSJRVF%BODPVSU*SJBSUF +FTÞT.BSDFMJOP'FSSFZSB'FSOÈOEF[ )ÏDUPS.BSDFMP"OUPOJP&TDPCBS'MPSFT -VDJFOOF.BSJBOB'SFVOEU5IVSOF$MBVY +VMJB*TBCFM4PCSFWJMMB1FSFB "MUFSOBUF%JSFDUPS "MUFSOBUF%JSFDUPS "MUFSOBUF%JSFDUPS "MUFSOBUF%JSFDUPS "MUFSOBUF%JSFDUPS (SVQP"$1o1FSV (SVQP"$1o1FSV (SVQP"$1o1FSV (SVQP"$1o1FSV (SVQP"$1o1FSV Randal Cloward General Manager Senior Directors Luis Felipe Derteano Marie Luis Alberto Ovalle Gates Alfredo Ernesto Llosa Barber Alternate Directors Established February 17, 2009 4JODF.BSDI Luis Felipe Derteano Marie CHAIRMAN Luis Alberto Ovalle Gates SENIOR DIRECTOR Alfredo Ernesto Llosa Barber SENIOR DIRECTOR Randal Cloward General Manager 101 ANNUAL REPORT 2011 HIGHLIGHTS ACCOMPLISHMENTS In 2011, Tiggres launched its “Tiggres Virtual Market” e-commerce website with over 60 businesses and 2,000 products registered in the initial offering. The website runs its own certified and secure payment platform. STRATEGIC ALLIANCES Several and important companies, including the Apple Store, Zeta BookStore, Alfano and Oster, signed agreements to join the Tiggres e-commerce website, to fit their strategic positioning objectives. Olva Courier was chosen as product delivery contractor. TRAINING Several training workshops were organized along the year targeting micro and small business entrepreneurs, so they could successfully join the Tiggres virtual market. Likewise, in line with its professional development plan, Tiggres trained its employees to build further capacities in marketing, negotiations and HTML for IT experts. POSITIONING Tiggres lectured in several talks, such as an event held at Universidad Peruana de $JFODJBT"QMJDBEBT61$ *UBMTPBUUFOEFE “E-commerce Day”, the most important e-commerce event in Peru. MAIN FIGURES TIGGRES 2010 2011 Var. 11/10 t"TTFUTJOUIPVTBOE64 t-JBCJMJUJFTJOUIPVTBOE64 t4IBSFIPMEFSTFRVJUZJOUIPVTBOE64 t&YDIBOHFSBUF 102 Pioneers with Social Mission Tiggres Team. SHAREHOLDING STRUCTURE 99.99% Grupo ACP Peru 0.01% Conecta Centro de Contacto S.A. Peru 103 ACCESS TO CONSUMPTION 104 t5PEP'SBORVJDJB(PO[BMJUP1BSBHVBZ 106 105 ANNUAL REPORT 2011 A company that sells and finances purchases of household applliances, technology items, and private cars, to enhance the quality of living of Paraguayan low income families. 106 Paraguay Pioneers with Social Mission BOARD REPRESENTING Senior Directors Chairwoman Deputy Chairwoman Senior Director NGO SAECA, Paraguay Paraguayan shareholders Paraguayan shareholders Silvia Murto de Mendez James Spalding Francisca Giménez C. Miriam Celeste Vera Venancio Ríos Portillo Alternate Director Alternate Director Alternate Director Senior Syndic Alternate Syndic Paraguayan shareholders Paraguayan shareholders NGO SAECA, Paraguay NGO SAECA, Paraguay Paraguayan shareholders Sebastián Aranda General Manager Montserrat González de Caballero Teresa Rivarola de Velilla Carlos A. Heisecke Rivarola Alternate Directors Established June 2, 2009 4JODF/PWFNCFS Teresa Rivarola de Velilla DEPUTY CHAIRWOMAN Carlos A. Heisecke Rivarola SENIOR DIRECTOR Sebastián Aranda GENERAL MANAGER 107 ANNUAL REPORT 2011 HIGHLIGHTS COMMERCIAL GROWTH 5PEP'SBORVJDJB(PO[BMJUP MFETFWFSBM initiatives in 2011 to leverage the company’s commercial growth, including most importantly introducing systems to speed up loans, changing sales price lists, and introducing rollover and discount policies. In line with Todo Franquicia’s commercial objectives, it trained sales representatives on sales techniques, and introduced productivity rewards for shop stewards and external and shop floor sales representatives, including awards for outstanding sales. It BMTPPSHBOJ[FEJUT5FMF7FOUBTUWTBMFT VOJU Also, to create more traffic and lure potential shoppers, Todo Franquicia signed agency agreements with Western Union and Giro País. ADMINISTRATIVE IMPROVEMENTS Todo Franquicia improved its operational and administrative processes: it introduced new IT tools to make merchandise procurement and product distribution easier. It also replaced the former outsourced distribution system thanks to the acquisition of new distribution vehicles, among others. FINANCIAL ACHIEVEMENTS 2011 was a good year financially for Todo Franquicia. It increased its daily and monthly collections, introduced more effective controls of company expenditures and added new revenue sources through synergistic alliances with companies such as Western Union and Financiera El Comercio. In additon, improvements in merchandise, goods and services procurement were made to match sales and expand revenues from cash sales and daily collections. At the same time, liabilities with banking entities and suppliers were paid back, allowing the company to finance transactions from its own funds and reduce interest payments. HUMAN RESOURCES Todo Franquicia recruited a new collections supervisor, new procurement and logistics personnel and a new human resources official, to improve collections and personnel screening and training, respectively. Changes in the compensation system were made for commercial and collection personnel, and regular meetings were held in various operational areas. Training included workshops for the commercial and risk areas. MAIN FIGURES TODO FRANQUICIA t"TTFUTJOUIPVTBOE64 t-JBCJMJUJFTJOUIPVTBOE64 t4IBSFIPMEFSTFRVJUZJOUIPVTBOE64 t#SBODIFT t1FSTPOOFM t&YDIBOHFSBUF 108 2010 2011 Var. 11/10 Pioneers with Social Mission SHAREHOLDING STRUCTURE 45.00% Other investors Paraguay 50.00% NGO SAECA Paraguay 5.00% Grupo ACP Peru 109 CORPORATE SERVICES 110 t$POFDUB1FSV 112t$POFDUÈ&M4BMWBEPS 116t*OOPW"DDJØO1FSV 120 t*OWJFSUB1FSV 124t'VUVSB1FSV 126 111 ANNUAL REPORT 2011 Peru VISION MISSION TO BE A LEADER IN INTRODUCING INNOVATIVE AND EFFICIENT SOLUTIONS FOR PORTFOLIO GENERATION, DEBT COLLECTION AND CUSTOMER SERVICE. TO CREATE VALUE FOR OUR CUSTOMERS BY SATISFYING THEIR NEEDS, PROMOTING THEIR PRODUCTS AND PROVIDING HIGH QUALITY SERVICES SO THEY CAN SUCCESSFULLY MANAGE THEIR CORE BUSINESS. 112 Pioneers with Social Mission BOARD XXXX REPRESENTING Chairman Senior Director Senior Director Senior Director Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Luis Alberto Ovalle Gates Jesús Marcelino Ferreyra Fernández Alfredo Enrique Dancourt Iriarte )ÏDUPS.BSDFMP"OUPOJP&TDPCBS'MPSFT -VDJFOOF.BSJBOB'SFVOEU5IVSOF$MBVY +VMJB*TBCFM4PCSFWJMMB1FSFB Alternate Director Alternate Director Alternate Director "MUFSOBUF%JSFDUPS "MUFSOBUF%JSFDUPS "MUFSOBUF%JSFDUPS Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru (SVQP"$1o1FSV (SVQP"$1o1FSV (SVQP"$1o1FSV Ricardo Augusto Rojas Stewart General Manager Senior Directors Alfredo Ernesto Llosa Barber Richard Herbert Custer Hallett Jorge Domingo González Izquierdo José Luis Pantoja Estremadoyro Alternate Directors Established August 7, 2007 4JODF.BSDI Alfredo Ernesto Llosa Barber CHAIRMAN Richard Herbert Custer Hallett SENIOR DIRECTOR Jorge Domingo González Izquierdo SENIOR DIRECTOR José Luis Pantoja Estremadoyro SENIOR DIRECTOR Ricardo Augusto Rojas Stewart GENERAL MANAGER 113 ANNUAL REPORT 2011 HIGHLIGHTS LOANS Our 170 strong sales force placed loans for over US$115 million. The telemarketing team placed loans for over US$42 million and fostered using account balances in credit lines in excess of US$136 million. RECOVERIES Conecta performed strongly in the tele-collection system. Out of over US$ 4.5 million in the 2-to-8 day default segment, Conecta recovered more than US$ 3.6 million, or 76.6% % of the initial defaulted capital. In the 9-to-15 days segment, it recovered US$365 million out of US$1.608 million, or 34.2.% of the allocated debt for recovery. CREDIT CARDS Conecta outsourced processes for Cencosud, a retail holding, and activated 5,357 credit cards between January and June 2011. It also started selling credit cards for Citibank and placed 1,046 cards at year close. Conecta has managed Citibank approved prospects since September 2011. STRUCTURAL GROWTH At the end of 2011, Conecta had a total headcount of 594 employees in Lima and several cities of Peru. MAIN FIGURES CONECTA t"TTFUTJOUIPVTBOE64 t-JBCJMJUJFTJOUIPVTBOE64 t4IBSFIPMEFSTFRVJUZJOUIPVTBOE64 t&YDIBOHFSBUF 114 2010 2011 Var. 11/10 Pioneers with Social Mission Conecta Team. SHAREHOLDING STRUCTURE 99.99% Grupo ACP Peru 0.01% Other investors Peru 115 ANNUAL REPORT 2011 116 El Salvador VISION MISSION TO BE THE PROVIDER OF CHOICE FOR BUSINESS CREATION, PORTFOLIO MANAGEMENT AND CUSTOMER SERVICE FOR FINANCIAL INSTITUTIONS THAT PROVIDE SERVICES TO MICRO AND SMALL BUSINESSES IN CENTRAL AMERICA. TO PROVIDE HIGH QUALITY SERVICES THAT SUPPORT BUSINESS MANAGEMENT FOR COMPANIES THAT PROVIDE FINANCIAL SERVICES TO MICRO AND SMALL BUSINESSES IN CENTRAL AMERICA. Pioneers with Social Mission BOARD XXX REPRESENTING Chairman Secretary First Director Second Director FUSAI – El Salvador FUSAI – El Salvador Grupo ACP – Peru Grupo ACP – Peru First Alternate Director Second Alternate Director Third Alternate Director Fouth Alternate Director FUSAI – El Salvador FUSAI – El Salvador Grupo ACP – Peru Grupo ACP – Peru Senior Directors José Dimas Quintanilla Quintanilla Reina Guadalupe González de Cabrera Luis Felipe Derteano Marie Alfredo Ernesto Llosa Barber Alternate Directors Luis Antonio Castillo Rivas Erwin Federico Schneider Córdova Alfredo Enrique Dancourt Iriarte Luis Alberto Ovalle Gates Established May 12, 2009 José Dimas Quintanilla Quintanilla CHAIRMAN Reina Guadalupe González de Cabrera SECRETARY Luis Felipe Derteano Marie FIRST DIRECTOR Alfredo Ernesto Llosa Barber SECOND DIRECTOR 117 ANNUAL REPORT 2011 HIGHLIGHTS ACHIEVEMENTS In its second year of operations, Conectá2 organized a motivation program for its collection personnel to improve their performance at work. Together with SAC Apoyo Integral –a leading institution in microfinance services in El Salvador- Conectá 2 held training on “Uses and Applications of the SISCO Collection System” and “Collection and Negotiation Techniques.” These programs were aimed at all of the personnel in the 25 branches of SAC Apoyo Integral and allowed strengthening teamwork and reducing default rates in the short and long terms. compiles more debtor information on issues such as risk category, number of procedures and product description. In 2011, Conectá2 also defined its process manuals for legal recovery cases to expedite and oversee these collections, and better gauge performance. GROWTH In 2011, average monthly recovery of the in-house portfolio grew 97% year over year. TECHNOLOGY Conectá2 included several fields in the SISCO collection system, to optimize the time and number of agents needed for paperwork and assess client profiles, as well as to create targeted collection strategies. Besides, the system now Moreover, Conectá2 promoted 65 people at year close and added a new professional expert to support the legal department in response to growth of the legal recovery portfolio, as well as a new supervisor to manage SAC Apoyo Integral’s portfolio, responding to more specific zoning. MAIN FIGURES CONECTÁ2 2010 2011 Var. 11/10 t"TTFUTJOUIPVTBOE64 t-JBCJMJUJFTJOUIPVTBOE64 t4IBSFIPMEFSTFRVJUZJOUIPVTBOE64 t&YDIBOHFSBUF 118 Pioneers with Social Mission SHAREHOLDING STRUCTURE 51% Conecta Centro de Contacto S.A. Peru 49% Fundación Salvadoreña de Apoyo Integral El Salvador 119 ANNUAL REPORT 2011 Peru InnovAcción Team. VISION MISSION TO BE RECOGNIZED AS THE STRATEGIC IT AND BUSINESS PROCESSES PARTNER OF GRUPO ACP COMPANIES FOR THE EFFICIENCY AND COMPETITIVENESS WE CREATE FOR THEM BY ALLOWING THEM TO FOCUS ON THEIR CORE BUSINESS. TO BECOME A WORLD CLASS TECHNOLOGICAL HUB FOR GRUPO ACP COMPANIES. 120 Pioneers with Social Mission BOARD XXX REPRESENTING Chairwoman Senior Director Senior Director Senior Director Senior Director Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Luis Alberto Ovalle Gates Alfredo Enrique Dancourt Iriarte -VDJFOOF.BSJBOB'SFVOEU5IVSOF$MBVY +VMJB*TBCFM4PCSFWJMMB1FSFB Alternate Director Alternate Director "MUFSOBUF%JSFDUPS "MUFSOBUF%JSFDUPS Grupo ACP – Peru Grupo ACP – Peru (SVQP"$1o1FSV (SVQP"$1o1FSV José Agois Barbier General Manager Senior Directors Mariana Graciela Rodríguez Risco Tomás Tapia Ruiz José Luis Pantoja Estremadoyro Jesús Marcelino Ferreyra Fernández Héctor Marcelo Antonio Escobar Flores Alternate Directors Established April 24, 2008 6OUJM.BSDI 4JODF'FCSVBSZ 4JODF.BSDI Mariana Graciela Rodríguez Risco CHAIRWOMAN José Luis Pantoja Estremadoyro SENIOR DIRECTOR Jesús Marcelino Ferreyra Fernández SENIOR DIRECTOR Héctor Marcelo Antonio Escobar Flores SENIOR DIRECTOR José Agois Barbier GENERAL MANAGER 121 ANNUAL REPORT 2011 HIGHLIGHTS INTERNATIONAL CERTIFICATIONS InnovAcción got certification at “CMMI Level 2” for its software development methodology. This certification awarded by the Software Engineering Institute 4&* PG$BSOFHJF.FMMPOB64VOJWFSTJUZ places InnovAcción among companies with internationally certified system development. Besides, InnovAcción earned the “Report SAS 70 Type II,” providing international certification for the security of its IT processing and technology services controls. Certification was granted by Ernst & Young, on behalf of the American Certified Public Accountants Institute, through an independent audit that certified security levels of processes developed by InnovAcción. ACHIEVEMENTS InnovAcción responded to requirements from several companies in Grupo ACP in Peru, such as developing and implementing the IT Management Integrated Platform 4*(&45* UIBU BMMPXT BVUPNBUJPO BOE control of IT requirements, and also starting implementation of the human resource, financial and administrative modules of the PeopleSoft ERP project. InnovAcción responded to maintenance requirements for processes in Conecta, Secura’s business process automation project, and the payment platform for Tiggres. It also carried out several major implementation jobs at Mibanco, that allowed the bank to remain at the cutting edge of technological processes. IT and technological requirements by other Latin American Grupo ACP companies were also supported by InnovAcción including starting an IT system and process adaptation to support Forjadores graduation to become a bank in Mexico, implementing #BOUPUBM JO .JDSPGJO 6SVHVBZ BOE 'JOBODJFSB&M$PNFSDJP1BSBHVBZ BOE launching Bantotal and IT for the start of Banco Ideal in Brazil. MAIN FIGURES INNOVACCIÓN t"TTFUTJOUIPVTBOE64 t-JBCJMJUJFTJOUIPVTBOE64 t4IBSFIPMEFSTFRVJUZJOUIPVTBOE64 t&YDIBOHFSBUF 122 2010 2011 Var. 11/10 Pioneers with Social Mission InnovAcción Team. SHAREHOLDING STRUCTURE 99.99% Grupo ACP Peru 0.01% Other investors Peru 123 ANNUAL REPORT 2011 Peru Marcelo Escobar Flores, Luis Ovalle Gates, Alfredo Dancourt Iriarte, Jesús Ferreyra Fernández. A company devoted to the management of private investment funds that support micro and small companies. It also provides consultancy, technical advisory, management and other services in its investment target industries. 124 Pioneers with Social Mission BOARD CARGO REPRESENTING Senior Directors Luis Felipe Derteano Marie Alfredo Ernesto Llosa Barber Jesús Marcelino Ferreyra Fernández Héctor Marcelo Antonio Escobar Flores Luis Alberto Ovalle Gates Senior Director Senior Director Senior Director Senior Director Senior Director Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Alternate Directors Lucienne Mariana Freundt-Thurne Claux Julia Isabel Sobrevilla Perea Alternate Director Alternate Director Alfredo Enrique Dancourt Iriarte General Manager Grupo ACP – Peru Grupo ACP – Peru Established Julio 14, 2009 6OUJM.BSDI 4JODF.BSDI Jesús Marcelino Ferreyra Fernández SENIOR DIRECTOR Héctor Marcelo Antonio Escobar Flores SENIOR DIRECTOR SHAREHOLDING STRUCTURE Luis Alberto Ovalle Gates SENIOR DIRECTOR Alfredo Enrique Dancourt Iriarte GENERAL MANAGER 99.99% Grupo ACP Peru 0.01% Other investors Peru 125 ANNUAL REPORT 2011 Futura develops new projects on behalf of Grupo ACP. To achieve its goal, the company seeks investors to establish creative alliances, which promote the success of micro and small business owners and entrepreneurs. Additionally, Futura is permanently on the lookout for new investment opportunities. 126 Peru Pioneers with Social Mission BOARD XXX REPRESENTING Luis Felipe Derteano Marie Alfredo Ernesto Llosa Barber Miguel Fernando Arias Vargas Richard Herbert Custer Hallett Luis Augusto Ducassi Wiese Óscar José Rivera Rivera Mariana Graciela Rodríguez Risco Chairman Deputy Chairman Senior Director Senior Director Senior Director Senior Director Senior Director Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Grupo ACP – Peru Luis Alberto Ovalle Gates General Manager Senior Directors Luis Felipe Derteano Marie CHAIRMAN Alfredo Ernesto Llosa Barber DEPUTY CHAIRMAN Miguel Fernando Arias Vargas SENIOR DIRECTOR Richard Herbert Custer Hallett SENIOR DIRECTOR Luis Augusto Ducassi Wiese SENIOR DIRECTOR Óscar José Rivera Rivera SENIOR DIRECTOR Mariana Graciela Rodríguez Risco SENIOR DIRECTOR Luis Alberto Ovalle Gates GENERAL MANAGER 127 ACKNOWLEDGEMENTS 128 129 ANNUAL REPORT 2011 Received the IDB’s Excellence Recognition in the Economy and Finance category for the corporation’s significant track record in providing tools for social and economic development. Standard & Poor’s risk rating agency improved Grupo ACP’s rating from BB- to BB+. 130 Pioneers with Social Mission Distinguished as the “Best Sustainable Finance Institution” by British publication The New Economy and as the “Great Modern Peruvian Brand of 2011” by the Marketing Hall of Fame of the Effie Awards. Standard & Poor’s risk rating agency improved Mibanco’s rating from BB+ to BBB, the equivalent of Investment Grade. 131 ANNUAL REPORT 2011 Protecta was recognized by the Inter-American Development #BOL*%# UIF.VMUJMBUFSBM*OWFTUNFOU'VOE'0.*/ BOEUIF "NFSJDBO'FEFSBUJPOPG*OTVSBODF$PNQBOJFT'*%&4 XJUIB grant of $ 100,000 to implement a microinsurance product targeting persons engaged in highly hazardous production activities. 132 Pioneers with Social Mission Somos Empresa won the “Business Creativity 2011” award for “Communications” in recognition of its Let`s Do Business radio program that since 2010 encourages entrepreneurship in the cities of Chincha and Cañete, in southern Peru. The prize was BXBSEFECZ6OJWFSTJEBE1FSVBOBEF$JFODJBT"QMJDBEBT61$ 133 ANNUAL REPORT 2011 Aprenda received the “Business Creativity 2011” award for “Entrepreneurship” that recognizes the company’s track record in the creation and dissemination of knowledge for businessmen and entrepreneurs of micro and small enterprises. The prize was BXBSEFECZ6OJWFSTJEBE1FSVBOBEF$JFODJBT"QMJDBEBT61$ 134 Pioneers with Social Mission Forjadores earned a B+ rating from MicroRate, recognizing its low credit risk, consolidated processes and strong returns. Planet Finance awarded Financiera El Comercio its 4- rating that placed it in third position worldwide for social inclusión. 135 FINANCIAL STATEMENTS 136 Consolidated financial statements as of December 31, 2011 and 2010 together with the independent auditors’ report 137 ANNUAL REPORT 2011 138 FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES Consolidated financial statements as of December 31, 2011 and 2010 together with the independent auditors’ report Content t4UBUFNFOUPGUIF*OEFQFOEFOU"VEJUPST t$POTPMJEBUFE#BMBODF4IFFU t$POTPMJEBUFE1SPmUTBOE-PTT4UBUFNFOU t$POTPMJEBUFE4UBUFNFOUPG$IBOHFTUP/FU4IBSFIPMEFST&RVJUZ t$POTPMJEBUFE$BTI'MPX4UBUFNFOU t/PUFTUP$POTPMJEBUFE'JOBODJBM4UBUFNFOUT 139 ANNUAL REPORT 2011 140 FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES 141 ANNUAL REPORT 2011 CONSOLIDATED BALANCE SHEETS As of December 31, 2011 and 2010 Assets Cash and due from banks Cash and clearing Deposits in Peruvian Central Bank Deposits in domestic and foreign banks Accrued interest on cash and due from banks Restricted funds Interbank funds Investments at fair value through profit or loss and available-for-sale, net Cartera de créditos, neta Loan portfolio, net Property, furniture and equipment and real estate investments, net %FGFSSFEUBYBTTFUT Other assets Note 2011 4 2010 4 201,598 261,783 162,133 45 3,720 134,702 268,911 253,930 309 896 629,279 658,748 78,136 30,005 6 7 8 437,817 4,050,451 102,026 72,058 3,572,017 49,414 9 I 10 159,415 127,436 147,158 101,018 5,623,263 4,663,699 379,544 3,311,168 300,295 2,157,746 3,690,712 2,458,041 5 Total assets Off-balance sheet accounts Contingent assets Other off-balance sheet assets accounts The accompanying notes are an integral part of these consolidated balance sheets. 142 17 FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES Note Liabilities and shareholders’ equity Deposits and obligations Interbank funds Deposits from financial entities Due to banks and correspondents - short-term Due to banks and correspondents - long-term Bonds and other obligations Technical reserves for premiums and claims Other liabilities 11 12 12 13 14 10 Total liabilities Shareholders’ equity Equity attributable to Grupo ACP Inversiones y Desarrollo’s associates: Associates’ contributions Legal and special reserves Unrealized gain, net 5SBOTMBUJPOSFTVMU Retained earnings 2010 4 3,609,134 13,196 169,613 245,108 474,707 257,532 103,108 138,026 2,807,870 299,395 356,059 482,174 39,478 56,457 115,232 5,010,424 4,156,665 341 317,546 25,610 19,657 366,219 246,620 341 257,546 25,534 63,661 345,266 161,768 15 Minority interest Total shareholders’ equity Total liabilities and shareholders’ equity Off-balance sheet accounts Contingent liabilities Other off-balance sheet liabilities accounts 2011 4 612,839 507,034 5,623,263 4,663,699 379,544 3,311,168 300,295 2,157,746 3,690,712 2,458,041 17 143 ANNUAL REPORT 2011 CONSOLIDATED STATEMENTS OF INCOME For the years ended December 31, 2011, 2010 and 2009 Financial income Interest on loans Commissions on loan portfolio and other financial transactions Other income Interest on cash and due from banks and interbank funds Income from investments at fair value through profit or loss USBEJOH BWBJMBCMFGPSTBMFBOEIFMEUPNBUVSJUZ Note 2011 4 2010 4 2009 4 1,004,137 20,833 15,481 8,788 929,467 25,041 8,465 3,671 813,879 27,096 5,250 2,837 5,057 1,054,296 1,054,159 2,735 969,379 5,786 975,165 4,079 853,141 8,694 861,835 807,731 802,381 680,822 Exchange difference, net Financial expense *OUFSFTUPOEFQPTJUTBOEPCMJHBUJPOT *OUFSFTUPOEVFUPCBOLTBOEDPSSFTQPOEFOUT Interest on interbank funds, deposits from mOBODJBMFOUJUJFTBOEPUIFST *OUFSFTUPOCPOETBOEPUIFSPCMJHBUJPOT $PNNJTTJPOTBOEPUIFSPOmOBODJBMPCMJHBUJPOT Loss from financial derivative instruments, net Gross financial margin 1SPWJTJPOGPSMPBOMPTTFTOFU 3FDPWFSZPGQSPWJTJPOGPSMPBOMPTTFT Net financial margin The accompanying notes are an integral part of these consolidated balance sheets. 144 G G 171,563 152,889 528,892 530,590 48,836 453,576 FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES Fee income from financial services &YQFOTFTSFMBUJOHUPmOBODJBMTFSWJDFT Technical result from insurance activities, net Note 20 Operating margin Administrative expenses 1FSTPOOFMFYQFOTFT 4FSWJDFTSFDFJWFE Taxes and contributions Net income Attributable to : Grupo ACP Inversiones y Desarrollo Minority interest 2010 4 85,296 39,317 115,554 68,175 31,159 88,088 644,446 618,678 117,112 21 H 2009 4 45,896 20,512 60,104 513,680 Net operating margin Depreciation, amortization and provisions %FQSFDJBUJPOBOEBNPSUJ[BUJPO 1SPWJTJPOTGPSDPOUJOHFODJFTBOEPUIFST Utilidad de operación Other income, net Income before income tax *ODPNFUBY 2011 4 83,368 17,031 100,399 147,241 110,772 13,106 123,878 140,264 109,171 8,963 118,134 54,118 77,147 74,235 17,184 36,934 39,022 38,125 39,838 34,397 54,118 77,147 74,235 145 ANNUAL REPORT 2011 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY For the years ended December 31, 2011, 2010 and 2009 Attributable to Grupo ACP Inversiones y Desarrollo Associates’ contributions 4 Balance as of January 1, 2009 Dividends paid to subsidiaries’ minority interest Equity adjustments Unrealized gain, net 5SBOTMBUJPOSFTVMU Net income Balance as of December 31, 2009 Dividends paid to subsidiaries’ minority interest Transfer to legal and special reserves Unrealized gain, net 5SBOTMBUJPOSFTVMU Net income Balance as of December 31, 2010 Dividends paid to subsidiaries’ minority interest Associates’ contributions Transfer to legal and special reserves Unrealized gain, net Adjustment of deferred workers’ profit sharing to retained earnings Translation result Other Net income Balance as of December 31, 2011 The accompanying notes are an integral part of these consolidated balance sheets. 146 Legal and special reserves 4 Unrealized gain, net 4 Translation result 4 341 - 155,463 2,082 - 4,022 - 341 157,545 4,022 (108) - 100,001 - 21,512 - - 341 257,546 25,534 (1,816) - 60,000 - 76 - - - - 4,881 - 341 317,546 25,610 3,065 - FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES Retained earnings 4 77,369 7,433 39,838 124,640 39,022 63,661 2,167 17,184 19,657 Total 4 Minority interest 4 233,173 9,515 4,022 39,838 104,154 6,670 179 34,397 286,440 133,114 39,022 38,125 345,266 161,768 76 52,960 - 2,167 17,184 366,219 20 36,934 246,620 shareholders’ equity 4 337,327 16,185 4,201 74,235 419,554 77,147 507,034 52,960 76 2,187 54,118 612,839 147 ANNUAL REPORT 2011 CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2011, 2010 and 2009 Reconciliation of net income to cash provided by operating activities Net income Adjustments to net income "EEMFTT Depreciation and amortization Provision for loan losses, net of recoveries %FGFSSFEJODPNFUBY Technical reserve for claims Provisions 0UIFST Net changes in asset and liability accounts *ODSFBTFJOBDDPVOUTSFDFJWBCMFTBOEPUIFSBDDPVOUTSFDFJWBCMFT Increase in accounts payable and other accounts payable *ODSFBTFJOPUIFSBTTFUT Increase in other liabilities 2011 4 2010 4 2009 4 54,118 77,147 74,235 28,968 278,839 46,651 930 2,005 33,055 Net cash provided by operating activities 485,592 Investing activities Sale of property, furniture and equipment 1VSDIBTFPGQSPQFSUZGVSOJUVSFBOEFRVJQNFOU 1VSDIBTFPGJOUBOHJCMFT Purchase of other assets 1,398 Net cash used in investing activities The accompanying notes are an integral part of these consolidated balance sheets. 148 (107,290) 25,812 271,791 42,467 3,593 21,156 227,246 9,451 1,165 21,744 41,168 6,186 46,191 442,241 337,288 1,953 1,933 (98,740) (51,236) FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES 2011 4 Financing activities *ODSFBTFEFDSFBTF JOSFTUSJDUFEGVOET /FUEFDSFBTFOFUJODSFBTF JOJOUFSCBOLGVOET /FUEFDSFBTFOFUJODSFBTF JOJOWFTUNFOUTBUGBJSWBMVF UISPVHIQSPmUPSMPTTBWBJMBCMFGPSTBMFBOEIFMEUPNBUVSJUZOFU /FUJODSFBTFJOMPBOQPSUGPMJP /FUJODSFBTFOFUEFDSFBTF JOPUIFSmOBODJBMBTTFUT Net increase in deposits and obligations /FUEFDSFBTF OFUJODSFBTFJOEFQPTJUT GSPNmOBODJBMFOUJUJFT /FUEFDSFBTF OFUJODSFBTFJOEVFUPCBOLTBOEDPSSFTQPOEFOUT /FUEFDSFBTF OFUJODSFBTFJOCPOETBOEPUIFSPCMJHBUJPOT Dividends received Dividends paid to subsidiaries’ minority interest 2009 4 801,264 546,383 725,511 2,599 Net cash (used in) provided by financing activities /FUEFDSFBTF OFUJODSFBTFJODBTIBOEDBTIFRVJWBMFOUT 2010 4 (410,596) 2,700 17,003 884 (340,610) Cash and cash equivalents at the beginning of the year 657,852 297,348 351,906 Cash and cash equivalents at the end of the year 625,559 657,852 297,348 149 ANNUAL REPORT 2011 150 FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2011 and 2010 1. Operations (SVQP"$1*OWFSTJPOFTZ%FTBSSPMMPIFSFJOBGUFSiUIF*OTUJUVUJPOwPS i(SVQP"$1w JTB1FSVWJBOOPUGPSQSPmUPSHBOJ[BUJPOFTUBCMJTIFE in 1969 to promote the socioeconomic development of low-income individuals. To accomplish its objective, Grupo ACP holds majority investments in several entities established in Peru and other countries, which are engaged in banking for microand small-size entrepreneurs, insurance brokerage, real estate activities, relational marketing, and education and training. A description of the Institution’s subsidiaries and their relevant financial information is detailed in note 2. The Institution’s legal domicile is Av. Domingo Orué 165, Floor 5, Surquillo, Lima, Peru. The consolidated financial statements as of and for the year ended December 21, 2010 were approved in the General Associates’ Meeting held on April 11, 2011. The accompanying consolidated financial statements as of and for the year ended December 31, 2011, were approved by the Steering Board on February 20, 2012 and will be submitted for approval to the General Associates’ Meeting that will occur within the period established by law. In Management’s opinion, the accompanying consolidated financial statements will be approved by the General Associates’ Meeting without modifications. 2. Subsidiaries’ activities (a) The accompanying consolidated financial s t a t e m e n t s i n c l u d e t h e I n s t i t u t i o n’s consolidated financial statements and those of its Subsidiaries in which the Institution has more than 50 percent of direct or indirect participation. The main financial data of the Institution’s Subsidiaries, which are included in the consolidation process as of December 31, 2011 and 2010, before eliminations for consolidation purposes, is as follows: 151 ANNUAL REPORT 2011 Entity Activity Country t.JCBODP#BODPEFMB.JDSPFNQSFTB4" t1SPUFDUB4"$PNQB×ÓBEF4FHVSPT t'PSKBEPSFTEF/FHPDJPT4"EF$7 t.JDSPmOBO[BTEFM6SVHVBZ4" t$POFDUB$FOUSPEF$POUBDUP4" t"$17JWFODJB4" t4FDVSB$PSSFEPSFTEF4FHVSPT4" t"QSFOEB4" t'*4&NQSFTB4PDJBM4" t$4$*OOPW"DDJØO(SVQP"$1$FOUSPEF 4FSWJDJPT$PNQBSUJEPT4" t4PNPT&NQSFTB(SVQP"$14" t*OWJFSUB(SVQP"$1"ENJOJTUSBEPSB Privada de Inversiones S.A. tUJ((SFT4"&Y5FEBUFPQFSÞ4"$ t"DDJØO$PNVOJUBSJBEFM1FSÞ t"QPZP*OUFHSBM(VBUFNBMB4" 6OJWFSTBMCBOL .JDSPJOTVSBODFBOEMJGFJOTVSBODF .JDSPmOBODF 'JOBODJBMTFSWJDFT $PSQPSBUFTFSWJDFTBOESFMBUJPOBM marketing )PVTJOHBOEJOGSBTUSVDUVSF .JDSPJOTVSBODFCSPLFSBHF 5SBJOJOH .JDSPmOBODF 1FSV 1FSV .FYJDP 6SVHVBZ 1FSV 1FSV 1FSV 1FSV "SHFOUJOB $PSQPSBUFTFSWJDFT $PNNVOJDBUJPO 1FSV 1FSV Investment fund *OGPSNBUJPOUFDIOPMPHZ &WBMVBUJPOPGJOWFTUNFOUQSPKFDU 'JOBODJBMTFSWJDFT Peru 1FSV 1FSV (VBUFNBMB 99.99 99.99 (b) As of December 31, 2011 and 2010, the activities of the Institution´s subsidiaries were as follows: Mibanco, Banco de la Microempresa S.A. Mibanco, Banco de la Microempresa S.A. .JCBODP#BODPEFMB.JDSPFNQSFTB4"IFSFJOBGUFS i.JCBODPw PS UIFi#BOLw JT B GJOBODJBM JOTUJUVUJPO incorporated in Peru on March 2, 1998. Mibanco is authorized to operate as an universal bank by the Peruvian Superintendencia de Banca, Seguros y AFPs 4VQFSJOUFOEFODZPG#BOLT*OTVSBODFBOE1SJWBUF Pension Funds Managers, or “SBS” for its Spanish BDSPOZN .JCBODP PGGFST CBOLJOH QSPEVDUT BOE financial services specifically tailored to serve micro- 152 Percentage of participation 2011 2010 and small businesses. Its transactions are governed by Ley General del Sistema Financiero y del Sistema de Seguros y Orgánica de la Superintendencia EF#BODBZ4FHVSPTo-BX/PIFSFJOBGUFS UIFi1FSVWJBO#BOLJOHBOE*OTVSBODF-BXw "TPG December 31, 2011 and 2010, the Bank had 117 and 111 offices, respectively. Protecta S.A. Compañía de Seguros 1SPUFDUB 4" $PNQB×ÓB EF 4FHVSPT IFSFJOBGUFS i1SPUFDUBw JTBOJOTVSBODFJOTUJUVUJPOJODPSQPSBUFEJO Peru on December 12, 2007. Protecta is supervised by the SBS and its objective is to provide all services allowed under the Peruvian Banking and Insurance Law as a life-risk insurance company. As of December FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES Assets Liabilities Equity /FUJODPNFMPTT 2011 2010 4 4 2011 4 2010 4 2011 4 2010 4 2011 4 2010 4 100 100 100 100 31, 2011 and 2010, Protecta provides products and services in the areas of life insurance accident insurance, and annuities to micro-businesses. Forjadores de Negocios S.A. de C.V. 'PSKBEPSFT EF /FHPDJPT 4" EF $7 IFSFJOBGUFS i'PSKBEPSFTw XBT JODPSQPSBUFE BT B GJOBODJBM institution in Mexico with the objective of granting micro – credits to women living on rural areas on that country and started operations in May 2005. Since January 2007, the Institution holds an interest in Forjadores. Microfinanzas del Uruguay S.A. .JDSPGJOBO[BTEFM6SVHVBZ4"IFSFJOBGUFSi.JDSPGJOw is a financial institution incorporated on June 21, 2007 under the legislative authority of the Eastern Republic of Uruguay. Its business activity is to grant loans in cash and species, with or without guarantees, to individuals of Uruguay. Conecta Centro de Contacto S.A. $POFDUB $FOUSP EF $POUBDUP 4" IFSFJOBGUFS i$POFDUBw XBTJODPSQPSBUFEJO"VHVTU*UTNBJO activity is the legal and extralegal collection of pastdue credit instruments and loan portfolios acquired or received mainly from affiliates, loan portfolios’ collection service, call center, telemarketing and relational marketing. 153 ANNUAL REPORT 2011 ACP Vivencia S.A. "$1 7JWFODJB 4" IFSFJOBGUFSi7JWFODJBw JT BO institution incorporated in Peru on September 27, 2006. Its objective is the promotion, coordination, creation, execution, construction, management, leasing and sale of real estate. Secura Corredores de Seguros S.A. 4FDVSB $PSSFEPSFT EF 4FHVSPT 4" IFSFJOBGUFS i4FDVSBw JT BO JOTUJUVUJPO JODPSQPSBUFE JO 1FSV on September 20, 2002 its objective is to provide intermediation in insurance placement and advisory services to Protecta and third parties. Aprenda S.A. "QSFOEB4"IFSFJOBGUFSi"QSFOEBw XBTJODPSQPSBUFE in Peru on March 27, 2008 and started operations on March 28, 2008. Its objective is to educate, train, create and diffuse knowledge to microbusinessmen, technical workers, and managers from the Institution’s subsidiaries, among others. FIS Empresa Social S.A. '*4 &NQSFTB 4PDJBM 4" IFSFJOBGUFSi'*4w XBT incorporated on July 13, 2005 under the legislative authority of the Republic of Argentina. Its business BDUJWJUZJTUPHSBOUQFSTPOBMMPBOTQSPEVDUJWFBOE DPOTVNFS BTXFMMBTTPMJEBSJUZMPBOTJOVSCBOBOE rural areas of Argentina. CSC InnovAcción Grupo ACP Centro de Servicios Compartidos S.A. CSC InnovAcción Grupo ACP Centro de Servicios $PNQBSUJEPT 4" IFSFJOBGUFS i*OOPW"DDJØOw was incorporated on March 27, 2008 and started operations on April 24, 2008. Until June, 2010, InnovAcción’s main activity was to provide services in computer center management, accounting, management and human resources. Since July, 2010, 154 InnovAcción’s sole activity is to provide services in computer center management, being Grupo ACP )PMEJOH UIFJOTUJUVUJPOUIBUQSPWJEFTTFSWJDFTJO accounting, administration and human resources. SomosEmpresa Grupo ACP S.A. 4PNPT&NQSFTB (SVQP "$1 4" IFSFJOBGUFS i4PNPT&NQSFTBw XBTJODPSQPSBUFEJO1FSVPO"QSJM 2, 2004. Its main activity is the design and execution of communication strategies for micro- and small businesses, diffuse and promote Peruvian and Latin-American business development through TV programs, radio and publications. Invierta Grupo ACP Administradora Privada de Inversiones S.A. Invier ta Grupo ACP Administradora Privada EF *OWFSTJPOFT 4" IFSFJOBGUFSi*OWJFSUBw XBT incorporated in Peru on July 14, 2009. Its main activity is to manage investment funds whose participation certificates will be placed in private offers. tiGGres S.A. (Ex -Tedateoperú S.A.C.) UJ((SFT4"IFSFJOBGUFSi5JHHSFTw XBTJODPSQPSBUFE in Peru on February 17, 2009. Its activity is related to information technology, data processing, graphic design, websites design, electronic trading, advisory in informatics and related matters. Acción Comunitaria del Perú "DDJØO $PNVOJUBSJB EFM 1FSÞ IFSFJOBGUFSi"DDJØO $PNVOJUBSJBw XBTJODPSQPSBUFEJO1FSVPO+VMZ 2009. Its objective is to asses and develops new projects, promote relationships with companies and national and international organizations, attract investors, and identify investment opportunities. Apoyo Integral Guatemala S.A. – FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES "QPZP*OUFHSBM(VBUFNBMB4"IFSFJOBGUFSi"QPZP *OUFHSBMw XBTJODPSQPSBUFEJO(VBUFNBMBPO"VHVTU 10, 2010. Its objective is to offer financial products and services to micro - businessmen of the urban and rural areas of Guatemala, as well as to grant credit lines to micro – and small - businesses. (c)On August 10, 2010, the Institution and the Support Centre for Micro-Entrepreneurs of the 4UBUFPG.BSBOIBPIFSFJOBGUFSi$&"1&w BMFBEJOH not-for-profit organization focused on lending to microbusinesses and entrepreneurs in the northeast of Brazil, signed a Consolidation Agreement to establish a financial institution specialized in microfinance in this country. consolidated financial statements, of the Institution and its Subsidiaries, Management has complied with the regulations established by the SBS in force in Peru during the relevant years. Significant accounting principles and practices used in the preparation of the consolidated financial statements of the Institution and its Subsidiaries are the following: (a) Basis of presentation, use of estimates and accounting changes - Afterwards, on January 21, 2011, the Institution and CEAPE signed a New Consolidation Agreement XIJDIXJMMTVQFSTFEFUIF"QSJM$POTPMJEBUJPO "HSFFNFOU UIJTBHSFFNFOUFTUBCMJTIFEUIBU(SVQP ACP will constitute a Bank and will own 100 percent of the financial institution’s equity, which amounts UPNJMMJPOT3FBJTFRVJWBMFOUUPBQQSPYJNBUFMZ S/.50.8 or US$18.1 millions, as of the Agreement’s EBUF 8JUI UIF FOUSBODF PG OFX TIBSFIPMEFST Grupo ACP’s interest will decrease, but it will not drop below 51 percent. (i) Basis of presentation and use of estimates – The accompanying consolidated financial statements have been prepared in Peruvian Nuevos Soles from the Institution and each of its Subsidiaries’ accounting records, which are maintained in nominal Peruvian currency at the transaction’s date using the original currency of the country of operation. The financial statements have been prepared in accordance with SBS regulations applicable to financial and insurance entities and, in a supplemental manner, with the International Financial Reporting Standards *'34 BQQSPWFEUISPVHISFTPMVUJPOTJTTVFECZUIF /BUJPOBM "DDPVOUJOH 4UBOEBSET #PBSE i$/$w GPS JUT4QBOJTIBDSPOZN JOGPSDFJO1FSVEVSJOHBMMUIF relevant years. As of the date of the consolidated financial statements, this transaction is in process of subscription with the Brazilian regulator. These accounting principles are consistent with those used in 2010, except as explained in paragraph JJ CFMPX 3. Significant accounting principles and practices In the preparation and presentation of the accompanying As of the date of these consolidated financial statements, the CNC had approved the application of the 2009 versions of IFRS 1 to 8, IAS 1 to 41, 7 to PGUIF4UBOEJOH*OUFSQSFUBUJPOT$PNNJUUFF4*$ interpretations of International Financial Reporting 4UBOEBSET $PNNJUUFF *'3*$ UP BT XFMM BT amendments to May 2010 as IAS 1 and 34, IFRS 1, 155 ANNUAL REPORT 2011 3 and 7, IFRIC 13, and transition requirement for amendments resulting from IAS 27. However, SBS has postponed the application of IFRS 4, 7 and 8 to financial and insurance entities as described in QBSBHSBQIX CFMPX Accounting records of Subsidiaries established in foreign countries are maintained in the currency of the country of their incorporation and their balances have been converted into Peruvian Nuevos Soles, for consolidation purposes, using the exchange rates prevailing as of the date of each consolidated balance sheet, the effects of that conversion are recognized in the consolidated statement of shareholders’ equity. Also, when necessary, the financial statements of the Subsidiaries have been standardized to conform to the applicable SBS accounting statements. The preparation of the consolidated financial statements requires Management to make estimates that affect the reported amounts of assets and liabilities, revenues and expenses and the disclosure of material events in notes to the consolidated financial statements. Actual results may differ from these estimates. Estimates are continually evaluated and are based on historical experience and other factors. The most significant estimates used in relation with the accompanying consolidated financial statements are the valuation of investments, the provision for loan losses, the estimated useful life and recoverable amount of property, furniture, equipment and intangibles, the technical reserves for premiums of insurance claims, and the deferred tax calculation. The accounting criterion for each of these estimates is described in this note. (ii) Accounting changes for financial entities Principles applicable since 2011 156 On its November 2010 session, the International Financial Reporting Interpretations Committee *'3*$ IFSFJOBGUFS UIFi$PNNJUUFFw BHSFFE UIBU workers’ profit sharing must be recorded following IAS 19 “Employees’ benefits” and not IAS 12 “Income tax”. Consequently, an entity must only recognize a liability when the employee has rendered a service; therefore, the deferred workers’ profit sharing should not be calculated due to temporary differences; given that these differences would be attributable to future services that must not be considered as obligations or rights under IAS 19. In Peru, the common practice was to calculate and record the deferred workers’ profit sharing on the consolidated financial statements. On January 21, 2011, the SBS issued Multiple Official Letter N°40492011 adopting the Committee’s interpretation starting January 2011. The changes required by the SBS Multiple Official Letter and the accounting treatment followed by the Institution and its Subsidiaries are the following: - Workers’ profit sharing for services provided during the year must be recorded as employees’ expenses in the consolidated statements of income, without recognizing deferred assets or liabilities. As result of the adoption of this accounting criteria, the expense for workers’ profit sharing amounting to S/.8,662,000 was included in the caption “Personnel expenses” of the consolidated statement of income for the year ended December 31,2011. - Accumulated deferred assets and liabilities balances from workers’ profit sharing were eliminated and the deferred asset and liability for income tax was recalculated using an income tax rate of 30 percent. The net effect of the elimination and recalculation amounted to S/.5,490,000 which FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES are presented in the caption “Retained earnings” of the consolidated statements of changes in shareholders’ equity. (b) Basis of consolidation – Subsidiaries are all entities over which the Institution has control, meaning the power to govern their financial and operating policies. This is generally evidenced by being a shareholder in possession of more than one half of the voting rights. Subsidiaries are consolidated from the date on which effective control is transferred to the Institution and cease to be consolidated from the date that control is transferred out of the Institution. All inter-company transactions, balances, and unrealized surpluses and deficits between companies of the Institution and its Subsidiaries have been eliminated in the consolidation process. The consolidated financial statements include the financial statements of the Institution and its controlled Subsidiaries through direct and indirect participation, note 2. All these Subsidiaries were consolidated for the reported years after the necessary adjustments to standardize their accounting principles. The minority interest was determined as being propor tional to the minority stock holders’ participation in the Subsidiaries’ equity. It is presented separately in the consolidated balance sheet and income statement. (c) Financial instruments Financial instruments are classified as assets, liabilities, or equity in accordance with the substance of the contractual agreement from which they originated. Interest, dividends, gains and losses generated by financial instruments classified as assets or liabilities are recorded as income or expenses. The financial instruments are offset when the Institution and its Subsidiaries have a legally enforceable right to offset them and Management has the intention to settle them on a net basis, or to realize the assets and settle the liabilities simultaneously. Financial assets and liabilities stated in the consolidated balance sheet correspond to cash and due from banks, interbank funds, investments at fair value through profit or loss, available-for-sale and held-to-maturity, loans, accounts SFDFJWBCMFQSFTFOUFEJOUIFDBQUJPOi0UIFSBTTFUTw BOE liabilities in general, with the exception of the liability for deferred income tax. In addition, all indirect loans are considered to be financial instruments. The specific accounting policies on recognition and measurement of these items are disclosed in the accounting policies described in this note. (d) Recognition of revenues and expenses (i) Financial services Financial revenues and expenses for interests are recognized on an accrual basis over the related contract period for the transaction and the interest rates determined based on negotiations with clients, except for interests generated on past due, refinanced and under legal collection loans, and loans classified in the categories of doubtful and loss, which interest is recognized as revenue on a cash basis. When Management determines that the debtor’s financial condition has improved and the loan is reclassified as current and in the categories of normal, with potential problems or substandard; interest is again recorded on an accrual basis. Interest revenues include accrued income on fixed income securities classified as investments at fair 157 ANNUAL REPORT 2011 WBMVFUISPVHIQSPGJUPSMPTTUSBEJOH BWBJMBCMFGPS sale and held-to-maturity; as well as discount and premium recognition on financial instruments. Interest expenses, including those related to financial obligations, are recorded in the results on the period in which it accrues. Dividends are recognized as income when they are declared. Income from billed services not provided to clients as of the date of the consolidated balance sheet is recognized as deferred income in “Other liabilities” caption of the consolidated balance sheet. Commissions on financial services are recognized as income when collected, except for commissions related to the renewal of credit cards, which are recorded on an accrual basis during the term or renewal of the contract. (ii) Revenues and expenses for insurance transactions Premiums are recognized as revenue when they become enforceable in accordance with the contractual conditions entered into with the policyholders. Expenses on reinsurance and commissions and other income and expenses related to the insurance policies are recognized at the same time as premiums income. Income and expenses from coinsurance and reinsurance accepted transactions are recognized when the corresponding settlements are received and approved but not necessarily while the insurance is in force. (iii) Other revenues and expenses – Cash received from third parties, for the development of projects and specific programs for socioeconomic development, non-refundable to the Institution and its Subsidiaries is registered as revenue when the funds related to those projects and programs are transferred; instead, they are registered as a liability, when this cash is refundable to the Institution and its Subsidiaries. 158 Other revenues and expenses are recognized on an accrual basis. (e) Loans and allowance for loan losses Direct loans are recorded when disbursement of funds UPUIFDMJFOUJTNBEF*OEJSFDUMPBOTDPOUJOHFOU are recorded when documents supporting such facilities are issued. Loans with changes in their payment schedules due to difficulties in the debtors’ compliance with original payment terms are considered refinanced or restructured. Leasing operations are registered as financial leases, recording as loans the principal of the installments pending collection. Allowance for loan losses As of December 31, 2011 and 2010, the allowance for loan losses was determined following guidelines established by SBS Resolutions N°11356-2008 “Regulation for the evaluation and classification of the debtor and the requirement of provisions” and N°6941-2008 “Regulation for Managing the Risk of Retail Debtors with High Leverage Levels”. In accordance to SBS Resolution N°11356-2008, the loan portfolio is separated in retail and non retail borrowers. Retail borrowers include individuals or legal entities with direct or indirect loans classified BTDPOTVNFSSFWPMWJOHBOEOPOFSFWPMWJOH NJDSP business, small business or mortgage loans. Non retail borrowers are individuals or legal entities with FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES direct or indirect loans with corporate, large business or medium business loans. Management periodically reviews and analyzes the loan portfolio, classifying it in the following categories: normal, potential problems, substandard, doubtful or loss, depending on the degree of risk of default of payment of each debtor. BNPOHPUIFST PSDPOTJEFSFEBUUIFJSOFUSFBMJ[BCMF value as determined by an independent appraiser. In case a loan has a substitute responsibility of an institution of the financial or insurance system DSFEJUTBGGFDUFEUPTVCTUJUVUJPOPGDPVOUFSQBSUZ the calculation of the allowance is made considering the guarantor’s classification. For non-retail borrower loans, the classification to any of the categories mentioned above considers, among other things, the following factors: the payment history of the specific loan, the Institution’s dealing history with the debtor’s management, the debtor’s operating history, repayment capability and availability of funds, the status of any collateral or guarantee received, the analysis of the debtor’s financial statements, and the risk classification given by another financial institution; plus other relevant factors. For retail borrower loans, the classification is based, mainly, on how long payments are overdue. When calculating the allowance for clients classified as doubtful or loss for more than 36 and 24 months, respectively, the value of any collateral is disregarded and the required allowance is calculated as if such loans were not secured by any collateral. As of December 31, 2011 and 2010, the allowance for indirect loans, which can be 0, 25, 50 and 100 QFSDFOUEFQFOEJOHPOUIFMPBOUZQFJTEFUFSNJOFE over the basis of loan conversion factor. As of June 30, 2010, the allowance for indirect loans was determined over the basis of the total of such loans. The calculation of the allowance for direct loans is made according to the classification assigned and using specific percentages, which vary depending on whether or not the loans are secured by selfMJRVJEBUJOHQSFGFSSFEDPMMBUFSBMTNBJOMZDBTIEFQPTJUT BOE SJHIUT PO DSFEJU DFSUJGJDBUFT IJHIMZ MJRVJE QSFGFSSFEDPMMBUFSBMTMJLFUSFBTVSZCPOETJTTVFECZUIF Peruvian Government and securities included in the -JNB4UPDL&YDIBOHF4FMFDUJWF*OEFYBNPOHPUIFST PSQSFGFSSFEDPMMBUFSBMTQSJNBSZQMFEHFPOGJOBODJBM instruments, machinery or property, agriculture or mining pledge, and insurance on export credits, The allowance for direct loans is presented as an asset deduction, while the allowance for indirect loans is presented as a liability. Through SBS Circular N°B-2193 – 2010 dated September 28, 2010 and up to December 31, 2011, the SBS communicated to the financial entities the reactivation of the pro-cyclical provisions over direct and indirect loans for debtors classified as “normal” because the microeconomic conditions that activate TVDISVMFXFSFNFUTUBSUJOHUIBUNPOUIOPUFG (f) Accounts receivable from insurance operations (premiums) Accounts receivable from insurance operations are expressed at their nominal value. In accordance with SBS Resolution N°225-2006, dated February BNFOEFECZ4#43FTPMVUJPO/¡ JOGPSDFTJODF+BOVBSZ BOE4#43FTPMVUJPO N°495-2006, dated April 11, 2006, which established the regulations on payment for insurance policy premiums starting June 1, 2006, the referred accounts receivable corresponding to the period contracted to in the policy will be recognized at the beginning of the contract. In case of default on the payments, the regulation establishes the suspension 159 ANNUAL REPORT 2011 of the contract and gives power to Protecta to automatically terminate or put on hold the insurance contract for overdue payments, in which case it should proceed to receive an allowance for doubtful accounts, as described below. Management uses both alternatives to recognize the recuperable value of its accounts receivable. Allowance for doubtful accounts with reinsurers and other accounts receivable from insurance activities I n accordance with SBS Resolution Nº2252006 in force starting June 2006, amended by Resolution Nº0459-2006 and Resolution Nº0772007, outstanding premiums that have not been paid for over 90 days and whose contract are not automatically resolved, whether in the case of fractional share or one-time fee, are considerer doubtful to determine the appropriate allowance, note 20. The allowance is determined on a caseby-case basis considering all fees, both due and defaulted, deducting from the premium subject to the allowance the corresponding Value Added Tax. This allowance is charged to the “Other technical expenses” caption of the consolidated statement of income. Likewise, the allowance for doubtful accounts from reinsurers and coinsurers is regulated by SBS Resolution N°10839-2011 which replaces SBS Resolution N°288-2002 in force up to October 21, 2011. These provisions are mainly calculated by using certain percentages set out by the SBS considering the aging and last movement of such accounts. (g) Foreign currency transactions Assets and liabilities denominated in foreign currency are recorded by applying to the foreign currency amount the exchange rate prevailing at the transaction date and are expressed in Peruvian currency at the end of each month using 160 the exchange rates established by the SBS, note 4. Exchange gains or losses generated from the restatement of foreign currency transactions at the exchange rates prevailing as of the dates of the consolidated statement of financial position are recorded in the consolidated statement of income. (h) Investments at fair value through profit or loss (trading), available-for-sale investments and held-to-maturity investments, net SBS Resolution N° 10639-2008 and its amendments establish the criteria for the classification and valuation of financial investments as follows: Classification The criteria for investments classification on different types are as follows: (i) Investments at fair value through profit or loss This category has two sub-categories: investment instruments acquired for trading and investment instruments at fair value through profit or loss from their inception. An investment instrument is classified as acquired for trading if it is acquired for the purpose of selling it or repurchasing it in the short term, or if is part of a portfolio of identified financial instruments that are managed together and for which there has been demonstrated a recent pattern of taking gains in the short term. (ii) Available–for-sale investments Those investments held for an indefinite period and may be sold for purposes of liquidity or changes in interest rates, exchanges rates or the cost of capital; or are not qualified to be classified as at fair value through profit or loss or held-to-maturity. The investments in equity which do not have FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES a quoted market value, and for which the fair value cannot be reliably measured, are valued at their cost. (iii) Investments held–to-maturity - To have a residual maturity greater than a year at the moment of the recording in this category. - To be acquired or reclassified for the purpose of holding until their maturity date. Purpose is considered to exist only if Management foresees the possession of these instruments under conditions that impede its sale, transfer or reclassification. - Other requirements the SBS establishes through general application rules. Entities must assess if they have the financial capacity and the intent to hold these investments until their maturity every time they decide to classify an investment. Recognition of date of transactions The transactions must be recorded using the trading date; that is, the date at which the reciprocal obligations that must be performed within the term established by regulations and practice in the market in which the operation take place. Initial recognition Initial recognition of investments at fair value through profit and loss is at fair value, recognizing any transaction costs related to these investments as expenses. Available-for-sale investments and held-to-maturity investments are recognized initially at fair value, plus transactions costs including those transaction costs that are directly attributable to the acquisition of these investments. Any premium or discount of the debt instruments classified as available-for-sale investments and held-to-maturity investments is considered in the calculation of the amortized cost by applying the effective interest rate methodology, recognizing accrued interest in the “Income from investments” account of the “Financial income” caption of the consolidated statement of income, as applicable. Valuation (i) Investments at fair value through profit and loss The book value is updated daily to fair value through its individual valuation, recognizing any resulting gain or loss in the “Income or expenses from sale and valuation of investments, net” account of the “Financial income” or “Financial expenses” captions of the statements of income, as applicable. (ii) Available-for-sale investments The valuation is at fair value and any unrealized gains and losses compared with the amortized cost are recognized in the shareholders’ equity. When the instrument is sold or the gains or losses previously recognized as part of the shareholders’ equity are realized, they are transferred to the statements of income. On the other hand, when Management believes that the decrease in fair value is permanent or if there is credit impairment, it records the losses in the statements of income. The estimated fair value of available-for-sale investments is determined mainly based on market quotations or, if they are not available, based on discounted cash flows using market rates according to the credit quality and maturity date of the investment. Amortized cost 161 ANNUAL REPORT 2011 (iii) Held-to-maturity investments These investments are recorded at amortized cost, and are not accounted at fair value. Impairments are recorded individually for negative changes in the credit capacity of the issuer, analogous to the treatment of direct loans, directly affecting the income of the period. When these investments are sold without complying with SBS regulation and/or similar financial instruments are again acquired from the same issuer, they may not be recorded in this category without express authorization from the SBS. Recognition of exchange differences Any gains or losses from currency exchange differences related to the amortized cost of debt instruments are recorded in the statements of income, while those related to the difference between the amortized cost and fair value are recorded in the statements of shareholders’ equity as part of the unrealized gain or loss. In the case of equity instruments, they are considered nonmonetary items and, consequently, remain at their historical cost in local currency, which means that any exchange differences are part of their valuation and are recognized as part of the unrealized gains or losses in the consolidated shareholders’ equity. Recognition of dividends Dividends are recognized in the consolidated statements of income when they are declared. The SBS Resolution No. 10639-2008 established that when the SBS considers it necessary to establish any additional provision for any type of investment, this provision will be determined on the basis of each 162 individual security, and must be recorded in the statements of income for which the SBS requires such provision. (i) Property, furniture and equipment, and real estate investments, net – (i)Property, furniture and equipment, net Property, furniture and equipment are accounted at acquisition cost, less accumulated depreciation and the accumulated allowance for long-life assets JNQBJSNFOUJGBQQMJDBCMFTFFQBSBHSBQIR CFMPX This caption includes the cost of assets acquired through financial lease contracts, see paragraph K CFMPX Historical acquisition costs include expenditures that are directly attributable to the acquired property, furniture or equipment. Maintenance and repair costs are charged to the consolidated income statement; significant renewals and improvements are capitalized when it is probable that future economic benefits, in excess of the originally assessed standard of performance, will flow from the use of the acquired property, furniture or equipment. In-transit equipment and work in progress caption are registered at cost. That includes acquisition or construction cost as well as other direct costs. Those goods are not depreciated until the related assets are received or completed and are able to operate. Land is not depreciated. The other assets’ depreciation is computed on a straight-line basis over the following estimated useful lives: FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES Years t#VJMEJOHTGBDJMJUJFTBOEPUIFSDPOTUSVDUJPOT BOE t#VJMEJOHTVOEFSmOBODJBMMFBTF t-FBTFIPMEJNQSPWFNFOUT #FUXFFOBOE t'VSOJUVSFBOEFRVJQNFOU t$PNQVUFSIBSEXBSFBOEPUIFSFRVJQNFOU t7FIJDMFT (ii) Real estate investments Real estate investments include those lands and buildings for leasing, and are valuated following the BDRVJTJUJPODPTUNPEFMMFTTBDDVNVMBUFEEFQSFDJBUJPO Property in construction or improvement for future use as real estate investment is reported at cost until it is finished. Property’s depreciation is computed using the straight line method and an estimated useful live of 33 years. Gains for leasing are recognized as long as the fixed payments are due and are recorded in the “Other income, net” caption in the consolidated income statement. (j) Financial leases The Institution and its Subsidiaries recognize their financial leases recording, at the beginning of the related contracts in the consolidated balance sheet, for an amount equivalent to the fair value of the leased asset or, if it is lower, to the present value of the financial lease payments. Direct initial costs are considered part of the asset. Lease payments are distributed between financial expense and the reduction of the liability. Financial expense is distributed over the term of the lease, in order to generate an interest expense on the liability balance in each period. Financial leases bear depreciation expenses for the related asset, as well as financial expenses in every accounting period. When the assets are sold or written-off, their cost and depreciation are eliminated and any resulting gain or loss is included in the consolidated income statement. (k) Intangible assets with finite useful lives Intangible assets are initially recorded at cost and are presented in the caption “Other assets, net” of the DPOTPMJEBUFECBMBODFTIFFU/PUFC 5IF*OTUJUVUJPO and its Subsidiaries recognize an asset as being intangible if it is probable that the future economic benefits that it generates will flow to the Institution and its Subsidiaries and its cost can be reliably measured. After initial recognition, intangibles are recorded at their cost less accumulated amortization and loss for impairment, if applicable. Intangible assets include, mainly, the disbursements made for the acquisition of software related to the Institution’s and its Subsidiaries’ operating systems and are amortized using the straight-line-method over their useful live, estimated in 5 years for financial entities and 10 years for any other Institution’s subsidiaries. Assets’ residual values, useful lives and the selected amortization method are periodically reviewed to ensure that they are consistent with current economic benefits and live expectations. As of December 31, 2011 and 2010, the Group has no intangibles assets with indefinite useful lives. (l) Derivative financial instruments SBS Resolution N° 1737-2006, “Regulation for Trading and Accounting of Derivatives for Financial Entities,” BNFOEFECZ4#43FTPMVUJPO/¡JTTVFE+BOVBSZ 163 ANNUAL REPORT 2011 GPSJOTVSBODFFOUJUJFT FTUBCMJTIUIFDSJUFSJB for the accounting of derivative transactions classified as for trading and hedging, as well as of embedded derivatives. Trading Derivative financial instruments are initially recognized in the consolidated balance sheet at cost and are subsequently recorded at fair value, with an asset or liability being recognized in the consolidated balance sheet as applicable, and any resulting gain and loss in the consolidated statement of income. Derivatives are recorded in off-balance sheet accounts at the notional amount of the currency committed, note 17. Fair values are determined based on market exchange and interest rates. Embedded derivates Certain derivatives embedded in other financial JOTUSVNFOUTIPTUDPOUSBDU BSFUSFBUFEBTTFQBSBUF derivatives when their economic characteristics and risks are not closely related to those of the host contract and the host contract is not carried at fair value through profit or loss. These embedded derivatives are separated of the host instrument and recognized at fair value in the consolidated income statement unless the Institution and its Subsidiaries DIPPTFUPEFTJHOBUFUIFIZCSJEDPOUSBDUTIPTUBOE FNCFEEFEEFSJWBUJWF BUGBJSWBMVFUISPVHIQSPGJU or loss. As of December 31, 2011 and 2010, Protecta holds some instruments classified as held-to-maturity investments which include embedded derivates related to the issuer’s rescue option. Protecta does not need to separate the embedded derivates because the option’s execution allows the substantial recovery of the instrument’s amortized cost, in accordance to SBS regulations. 164 (m) Bonds and other obligations This caption includes the liabilities from the issuance of corporate bonds, which are recorded at their nominal value, recognizing the accrued interest in the consolidated results of the year. (n) Operations with reinsurers and coinsurers Accounts receivable from reinsurers and coinsurers: (i) Claims for which the Institution and its Subsidiaries are liable for indemnification of the insured party, recording an reinsurers/coinsurers accounts receivable based on the percentage of the premium, presented in the “claims on premiums” caption of the consolidated income statement; and (ii) Reinsurance accepted in favor of other insurance companies, and coinsurers led by other insurance companies, which are recognized every time an BHSFFNFOUPSDPWFSBHFOPUFGPSSFJOTVSBODF BOE or a clause of coinsurance is signed. Reinsurance contracts ceded do not release the Institution and its Subsidiaries of its obligations to the insured party. Accounts payable from reinsurers and coinsurers are originated due to: (i) Premiums ceded based on an evaluation of the assumed risk, which is determined by the Institution BOEJUT4VCTJEJBSJFTSFJOTVSBODF XJUIUIFDPOTFOU PGUIFQPMJDZIPMEFSDPJOTVSBODF These accounts payable are recognized every time an insurance policy is issued, recording a charge to the “premiums ceded” caption of the consolidated income statement simultaneously with a credit to the FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES “reinsurance payables” caption of the consolidated balance sheet; such transactions are supported by an agreement or cover note signed by the reinsurer; and, (ii) Claims arising from accepted reinsurance each time a collection note is received from the reinsurance companies for insurance premiums and accepted reinsurance. The accounts receivable or payable to reinsurers and coinsurers are written-off when the contractual rights expire or when the contract is transferred to a third party. In accordance with SBS regulation, balances receivable and payable from automatic insurance policies with reinsures are presented net. (o) Technical reserves for premiums and claims (o.1) Mathematical reserves for life and annuities Technical reser ves for premiums consist of mathematical reserves covering life and annuities, and are recorded on the basis of actuarial calculations made by Management, using the methodology established by the SBS. The reserve to be established for annuity insurance is equivalent to the present value of all future payments to the policyholder. This reserve must include future payments to the policyholder and/or beneficiaries, including those payments due that have not yet been made. The annuities reserves are computed in conformity with the methodology established in the “Standard of Matching”, Resolution SBS Nº562-2002, modified by Resolutions SBS N°978-2006 and N°8421-2011, this amendment adds the possibility to contract pensions in Peruvian Nuevos Soles and US Dollars restated at a fix rate, which should not be lower than two percent as establish by Supreme Decree N°1042010-EF, article 105°. Likewise, through Resolution SBS N°0354-2006 was approved the use of the mortality table “RV-2004 Modified”, for retirement DPOUSBDUT TPME TUBSUJOH GSPN "VHVTU i37 w GPS SFUJSFNFOU DPOUSBDUT CFGPSF TVDI EBUF The mortality tables MI-85 and B-85, are used for the calculation of the reserve of disability and survivorship contracts, respectively. In 2010, the SBS issued Resolution SBS N°177282010, which approves the use of mortality tables RV-2004 Amended Adjusted and B-85 Adjusted to compute mathematical reserves for retirement annuities and survival pensions, respectively, starting June 1, 2010. The survival and mortality tables, as well as the reserve’s rates used by the Institution to compute UIFTFUFDIOJDBMSFTFSWFTBSFEFTDSJCFEJOOPUFE The adjustments to the mathematical reserves covering life and annuities are recorded with a charge in the caption “Adjustment of technical reserves” of the consolidated statement of income. (o.2) Technical reserves for claims The technical reserve for unexpired risks is calculated in accordance with the provisions of SBS Resolution N°1142-99 from December 31, 1999 and its precisions and/or amendments established by SBS Resolution N°779-2000, in which the reserve of unearned premiums payable is calculated for each policy or contract applying on the calculation basis the portion not incurred of the total risk in number of days. In the event, the reserve for unearned premiums is insufficient to cover all the future risks for the coverage period not yet extinguished at calculation date, a reserve for insufficient premiums must be recorded applying the SBS rules. 165 ANNUAL REPORT 2011 The Institution records additional reserves to those required by the SBS regarding the coverage of epidemics included into disencumbrance insurance contracts in order to cover the occurrence risk of this event. These reserves are reviewed by an independent actuary, note 14. (p) Income tax The Institution is not subject to income tax - third DBUFHPSZOPUFB 5IFJODPNFUBYJTDPNQVUFE based on individual financial statements of each one of its Subsidiaries in accordance with the current legislation in the country where it operates. Income tax is computed based on taxable income determined for tax purposes, which is based on income tax rules that differ from accounting principles used by the Institution’s subsidiaries. Therefore, the accounting for income tax and workers’ profit sharing are in accordance with IAS 12. The Institution and its Subsidiaries determine its deferred tax in accordance with the tax rate applicable to its non-distributed earnings in each of the countries of operation. Deferred income tax – is computed individually by each of the Subsidiaries using the liability method based on temporary differences between the tax base of assets and liabilities and their book values for financial purposes as of the date of the consolidated balance sheet. (q) Impairment of assets When events or economic changes indicate that the value of property, furniture and equipment, or an intangible asset may not be recoverable, Management reviews the asset in order to verify that there is no permanent impairment. When the net book value of the asset exceeds its recoverable value, an impairment loss is recognized in the consolidated statement of income. The recoverable value is the higher of its net sale price and its value in use. The net sale price is the amount that can be obtained from the sale of an asset in a free market, while the value in use is the present value of the estimated future cash flows from the continuous use of an asset and its disposal at the end of its useful life. The recoverable value is estimated for each asset or, if is not possible, by each cash-generating unit. Deferred tax assets and liabilities are recognized without taking into consideration the time in which it is estimated that temporary differences will be In the Institution and its Subsidiaries’Management opinion, there is no evidence of impairment of the above indicated long-lived assets as of December 31, 2011 and 2010. Current income tax The asset or liability is measured as the amount expected to be recovered from or paid to the taxation authorities and calculated based on the subsidiaries’ financial statement. Income tax is computed based on the financial information of each of the Institution’s subsidiaries. 166 written off. Deferred assets are recognized when sufficient future tax benefits are probable to exist to apply the deferred assets. As at the date of the consolidated balance sheets, each of the Subsidiaries assess the non-recognized deferred assets and the balance of the recognized assets, recording deferred assets not previously recognized to the extent that probable future tax benefits will allow their recovery, or reducing the deferred assets to the extent that it is not likely that sufficient future tax benefits will be available to use part or all of the deferred assets recognized in the accounting records. FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES (r) Provisions Provisions are only recognized when the Institution BOEJUT4VCTJEJBSJFTIBWFBQSFTFOUJNQMJDJUPSMFHBM obligation as a result of past events, it is probable that an outflow of resources will be required to settle such obligation, and the amount has been reliably estimated. Provisions are reviewed in each period and are adjusted to reflect their best estimate as of the consolidated balance sheet date. When the effect of the time value of money is significant, the amount recorded as a provision is the same as the present value of future payments required to settle the obligation. (s) Contingencies Contingent liabilities are not recognized in the consolidated financial statements. They are disclosed in notes to the consolidated financial statements unless the possibility of an outflow of economic resources is remote. Contingent assets are not recognized in the consolidated financial statements; however, they are disclosed when their contingency degree is probable. (t) Reporting by segments A business segment is a group of activities and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. Management of the Institution and its Subsidiaries has determined that there are mainly two business segments: banking and insurance, note 22. (u) Cash and cash equivalents Cash and cash equivalents presented in the consolidated statements of cash flows correspond to available deposits of the consolidated balance sheets that include deposits with less than a three- month maturity as of the acquisition date, including funds deposited in the Peruvian Central Reserve #BOL#$31GPSJUT4QBOJTIBDSPOZN (v) Consolidated financial statements as of December 31, 2010 and 2009 When necessary, prior year financial statements were reclassified in order to make them comparable with current year financial statements. As of December 31, 2010, main reclassifications to the consolidated financial statements are as follows: - In accordance with SBS Multiple Official letter EFTDSJCFEJOQBSBHSBQIB JJ BCPWF4 and S/.9,009,000 were reclassified from the caption “workers profit sharing” to the caption “Personnel expenses” of the consolidated income statement for the years ended December 31, 2010 and 2009 and S/.5,471,000 from the caption “Deferred tax asset” to the caption “Other assets” of the consolidated balance sheet as of December 31, 2010. - As of December 31, 2010, the caption “Deposits and obligations” included social benefits corresponding to Mibanco’s employees for an amount of S/.20,550,000 reclassified to the caption “Other liabilities” of the consolidated balance sheet. Institution’s Management believes that this reclassification enables a better presentation of the consolidated financial statements. (w) New accounting pronouncements (w.1) International Financial Reporting Standards - IFRS Issued and in effect in Peru to the date of these consolidated financial statements, but for financial and insurance entities IFRS 4, 7 and IFRS 8 were authorized by the CNC 167 ANNUAL REPORT 2011 for application in Peru starting January 1, 2009; however, the SBS deferred their application by financial entities without establishing a definite term to date. These IFRS address the following aspects: - IFRS 4 “Insurance Contracts”. The objective of this standard is to specify the financial reporting for insurance contracts by any entity that issues such contracts. This standard requires: limited improvements to accounting by insurers for insurance contracts and disclosures that identifies and explains the amounts in an insurer’s financial statements arising from insurance contracts and helps users of those financial statements understand the amount, timing and uncertainty of future cash flows - IFRS 7 “Financial Instruments: Disclosures”. The objective of this standard is to provide disclosures in the financial statements to enable users to evaluate the significance of financial instruments for the entity’s financial position and performance; and the nature and extent of risks arising from financial instruments to which the entity is exposed during the period and at the reporting date, and how the entity manages those risks. The qualitative disclosures describe Management’s objectives, policies and processes for managing those risks. The quantitative disclosures provide information about the extent to which the entity is exposed to risk, based on information provided internally to the entity’s key management personnel. Together, these disclosures provide an overview of the entity’s use of financial instruments and the exposures to risks they create. - IFRS 8 “Operating Segments”. This standard replaces IAS 14, “Segment Reporting”, and specifies how an entity should report information 168 about its operating segments in accordance with Management’s approach; that is, using the same financial information used internally by Management for decision-making purposes. (w.2) International Financial Reporting Standards - IFRS issued and in force internationally and mandatory in Peru since January 1, 2012 The CNC through Resolution No. 048-2011-EF/30 issued on January 6, 2012, approved the application from the day following the issuance of the ruling or later, according to the effective date specified in each specific standard, of the 2011 versions of IFRS 1 to 13, IAS 1 to 41, the statements 7 through 32 of UIF4UBOEJOH*OUFSQSFUBUJPOT$PNNJUUFF4*$ BOE the Interpretations of Financial Reporting Standards *'3*$ UPBOEBNFOENFOUTUP0DUPCFS of the IAS, IFRS and IFRIC issued internationally. (w.3) International Financial Reporting Standards - IFRS issued internationally not mandatory in Peru The following IFRS have been issued internationally as of December 31, 2011, but not yet approved by the CNC: - IFRIC 20 “Stripping Costs in the Production Phase of a Surface Mine”, in force for periods beginning on or after January 1, 2013. #FDBVTF TUBOEBSET FYQMBJOFE JO QBSBHSBQIT XJJ BOE XJJJ BSF POMZ DPNQMFNFOUBSZ UP UIF 4#4 accounting rules, they did not have or will not have any significant effect in the preparation of the accompanying consolidated financial statements, unless the SBS adopts them in the future through the modification of the Accounting Manual for Financial and Insurance Entities or the issuance of specific rules. The Institution and its Subsidiaries have not estimated the effect, in its consolidated financial statements, of the adoption of the above mentioned standards, if adopted by the SBS. FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES 4. Transactions in foreign currency and exchange rate risk exposure Transactions in foreign currencies take place at free-market exchange rates. As of December 31, 2011, the weighted average free-market exchange rates published by the SBS for transactions in U.S. %PMMBSTXBT4CJEBOE4BTL4BOE4 BTPG%FDFNCFSSFTQFDUJWFMZ "TPG%FDFNCFS 2011 and 2010, the exchange rate established by the SBS to record assets and liabilities in foreign currencies was as follows: t/VFWPT1FTPTPGUIF.FYJDBO3FQVCMJD t1FTPTPGUIF"SHFOUJOF3FQVCMJD t1FTPTPGUIF3FQVCMJDPG6SVHVBZ t2VFU[BMFTPGUIF3FQVCMJDPG(VBUFNBMB 2011 US$ 2010 US$ The table below presents in detail the Institution and its Subsidiaries’ foreign currency assets and liabilities, stated in U.S. Dollars: 169 ANNUAL REPORT 2011 2011 Assets Cash and due from banks Interbank funds Investments at fair value through gain or losses and available-for-sale, net Held–to–maturity investments Loan portfolio, net Other assets Liabilities Deposits from financial entities and obligations Interbank funds Due to banks and correspondents Bonds and other obligations Other liabilities Forwards - Net long position Net position U.S. %PMMBST 64 2010 Equivalent in U.S. Equivalent in PUIFSDVSSFODJFT %PMMBSTPUIFSDVSSFODJFT 64 64 64 78,571 34,401 20,005 16,414 62,590 - 1,425 - 12,050 26,469 227,995 7,656 25,755 7,402 17,596 231,686 4,095 23,528 3,934 387,142 69,576 315,967 28,887 212,823 3,000 121,337 92,261 36,255 238 21,988 3,945 173,851 118,078 4,299 22,935 972 21,704 2,700 465,676 26,171 319,163 25,376 1,845 - - - (76,689) 43,405 (3,196) 3,511 0UIFSDVSSFODJFTDPSSFTQPOEUP/VFWPT1FTPTPGUIF.FYJDBO3FQVCMJD1FTPTPGUIF"SHFOUJOF3FQVCMJD1FTPTPGUIF3FQVblic of Uruguay and Quetzales of the Republic of Guatemala, where the Institution has subsidiaries. As of December 31, 2011, only Microfinanzas del Uruguay has made operation with financial instruments to hedge its FYDIBOHFOPUFSJTLOPUFD As of December 31, 2011, the Institution has contingent operations in foreign currency for approximately US$272,000, FRVJWBMFOU UP 4 64 FRVJWBMFOU UP 4BTPG%FDFNCFS 170 5. Cash and due from banks As of December 31, 2011, cash and due from banks balances include approximately US$22,258,000 and S/.201,775,000 64BOE4BTPG%FDFNCFS which represent the mandatory reserve that Mibanco must maintain for its obligations with the public. These funds are maintained by the BCRP and are within the limits established by prevailing legislation at those dates. FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES The mandatory reserve funds maintained with BCRP do not bear interest, except for the part of the mandatory reserve in U.S. Dollars and in Nuevos Soles that exceeds the minimum legal reserve. As of December 31, 2011, the excess in U.S. Dollars amounts to US$35,329,000, equivalent approximately to S/.95,247,000 and bear interest at an annual average interest rate of 0.17 percent 64FRVJWBMFOUBQQSPYJNBUFMZUP4BUBO BOOVBMBWFSBHFSBUFPGQFSDFOUBTPG%FDFNCFS while the excess in Nuevos Soles amounts to S/.177,832,000 and bear interest at an annual average interest rate of 2.45 percent 4BUBOBOOVBMBWFSBHFJOUFSFTUSBUFPGQFSDFOU BTPG%FDFNCFS As of December 31, 2011, cash and due from banks include, mainly, one time deposit in BCRP for S/.35,000,000 due on January 2, 2012. As of December 31, 2010, cash and due from banks included, mainly, 18 time deposits in BCRP for an amount of S/.200,200,000, which were due between January and February 2011. Deposits in domestic and foreign banks are mainly in Peruvian Nuevos Soles and in a lesser amount in foreign currency. All amounts are unrestricted and bear interest at national and international market rates. As of December 31, 2011 and 2010, the Institution and its Subsidiaries maintain deposits with national and international financial institutions. 6. Investments at fair value through profit or loss and available-for-sale, net (a) This item is made up as follows: 2011 2010 Amortized Unrealized gains Estimated fair Amortized Unrealized Estimated DPTU MPTTFT WBMVF DPTU HBJOT GBJSWBMVF MPTTFT 4 4 4 4 4 4 Investments at fair value through profit or loss (trading) Mutual funds 416 - 416 328 - 328 416 - 416 328 - 328 Available-for-sale investments /PUMJTUFETFDVSJUJFTC Listed securities #$31DFSUJmDBUFTPGEFQPTJUD 1FSVWJBOTPWFSFJHOCPOET Mutual funds Accrued interest Total 97 32,356 40 35 137 32,391 97 - 45 - 142 - 407,439 29,842 437,281 46,551 25,157 71,708 120 22 437,817 72,058 171 ANNUAL REPORT 2011 (b) As of December 31, 2011 and 2010, this item mainly corresponds to the investments held by the Institution and its Subsidiaries in Bancosol and Integral. As of December 31, 2011 and 2010, the Institution had a share of 16.72 and 20.00 percent in Bancosol and Integral, respectively. The estimated fair value of the investments in Bancosol and Integral has been determined and approved by the Institution and its Subsidiaries’ Management based upon the estimated and discounted cash flows provided by an independent third party company dedicated to the valuation of investments. In the opinion of the Institution and its Subsidiaries’ Management, as of December 31, 2011 and 2010, the unrealized gains and losses have been appropriately determined, as have been the estimated fair value of the investments to comply with the Peruvian legislation, and show the market conditions at the date of the consolidated balance sheet. (c) BCRP certificates of deposit are issued at discount, acquired in public auctions and negotiated in the Peruvian secondary market. As of December 31, 2011, BCRP certificates of deposit are denominated in Peruvian Nuevos Soles, are short–term and are due up to December 2012. Those certificates bear interest at annual interest rates between 4.04 and 4.22 percent. 2011 4 2010 4 Up to 1 month 54,257 From 1 to 3 months 20,828 From 3 to 1 year 236,638 From 1 to 5 years 13,069 More than 5 years 10,218 8JUIPVUNBUVSJUJFTWBSJBCMFJODPNF 102,271 11,494 60,214 Total 71,708 437,281 7. Loan portfolio, net (a) This item is made up as follows: Direct loans Loans Leasing receivables Factoring receivables Credit cards Past due and under legal collection loans Refinanced loans For the year ended December 31, 2011, the interest accrued on these certificates amounted approximately to S/.5,057,000 and is included in the item “Income from investments at fair value through profit or loss, availablefor-sale and held-to-maturity”in the consolidated income statement. Add (less) (d) As of December 31, 2011 and 2010, available–for sale investments classified by their maturity date are as follows: Direct loans Accrued interest Deferred interests BOEJOUFSFTUDPMMFDUFEJOBEWBODF Allowance for MPBOMPTTFTG *OEJSFDUMPBOT 2011 4 2010 4 3,862,497 94,008 24,104 5,518 3,397,692 68,482 24,479 6,124 156,978 114,981 122,298 108,404 4,265,403 3,720,162 71,850 73,621 4,050,451 3,572,017 5IFJOEJSFDUMPBOQPSUGPMJPJODMVEFTCBOLMFUUFSTPGHVBSBOUFFBOETUBOECZMFUUFSTPGDSFEJU which are presented in the “Off-balance sheet accounts – contingent assets” captions of the consolidated balance sheet, note 17. 172 FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES (b) 5IFMPBOQPSUGPMJPEJSFDUBOEJOEJSFDU PGUIF*OTUJUVUJPOBOEJUT4VCTJEJBSJFT as of December 31, 2011 and 2010 is classified by risk according to SBS regulations as follows: Direct loans 4 Normal Potential problems Substandard Doubtful Loss Total 4 3,831,895 182,847 67,092 78,692 104,877 89.84 4.29 1.57 1.84 2.46 3,642 2 1 - 99.92 0.05 0.03 - 3,835,537 182,847 67,094 78,693 104,877 89.85 4.28 1.57 1.84 2.46 4,265,403 100.00 3,645 100.00 4,269,048 100.00 Créditos directos 4 Normal Potential problems Substandard Doubtful Loss 2011 Indirect loans 4 2010 Créditos indirectos 4 Total 4 3,344,343 170,917 74,321 67,942 62,639 89.90 4.59 2.00 1.83 1.68 4,144 - 100.00 - 3,348,487 170,917 74,321 67,942 62,639 89.91 4.59 2.00 1.82 1.68 3,720,162 100.00 4,144 100.00 3,724,306 100.00 173 ANNUAL REPORT 2011 (c) As of December 31, 2011 and 2010, there is no significant credit risk concentration due to the type of transactions performed by the Institution and its Subsidiaries. (d) As of December 31, 2011 and 2010, the financial entities in Peru must constitute their provision for doubtful accounts CBTFEPOUIFSJTLDMBTTJmDBUJPOBCPWFJOEJDBUFEJOC BOE using the percentages established in SBS Resolution N°11356-2008 and SBS Resolution N°6941-2008, respectively, as follows: (i) For loans classified in the category “Normal” as of December 31, 2011 and 2010: Loan types Corporate Large-business Medium-business Small-business Micro-business Mortgage for housing Consumer revolving Consumer non-revolving 2011 Fixed-rate Pro-cyclical DPNQPOFOU % 0.70 0.70 1.00 1.00 1.00 0.70 1.00 1.00 0.40 0.45 0.30 0.50 0.50 0.40 1.50 1.00 *ODBTFUIFMPBOIBTIJHIMZMJRVJEQSFGFSSFEHVBSBOUFFT-8)-1( UIFQSPDZDMJDBMDPNQPOFOU will be 0%, 0.25% or 0.30%, depending on the loan type. (ii) For loans classified in the categories“Potential problem”, “Substandard”, “Doubtful” and “Loss”, the following percentages are used as of December 31, 2011 and 2010 depending upon the type of loan: Loans Without Guarantees -8( -PBOT8JUI1SFGFSSFE(VBSBOUFFT-81( PS-PBOT 8JUI3FBEJMZ1SFGFSSFE(VBSBOUFFT-831( PS-PBOTXJUI )JHIMZ-JRVJE1SFGFSSFE(VBSBOUFFT-8)-1( 174 Risk category Potential problems Substandard Doubtful Loss LWG % LWPG % LWRPG LWHLPG % % 5.00 25.00 60.00 100.00 2.50 12.50 30.00 60.00 1.25 6.25 15.00 30.00 1.00 1.00 1.00 1.00 For loans subject to substitution of credit counterparty, OPUFF UIFQSPWJTJPOSFRVJSFNFOUEFQFOETPOUIF credit risk classification of the respective counterparty, regardless of the debtor credit risk classification, using the percentages indicated above. (e) As of December 31, 2011 and 2010, the loan portfolio by type of credit was a follows: Type of loan 2011 4 2010 4 Corporate Large-business Medium-business Small-business Micro- business Mortgage for housing Consumer revolving Consumer non-revolving 14,992 9,436 138,755 2,599,977 1,259,484 108,257 4,135 130,367 18,186 6,748 89,595 2,127,795 1,252,665 77,679 6,345 141,149 Total 4,265,403 3,720,162 (f) The variation of the allowance for loan losses determined according to the risk classification and the required percentages for allowance indicated in QBSBHSBQIE BCPWFBOEJOEJDBUFEJOOPUFF XBT as follows: FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES 2011 4 2010 4 2009 4 Balance as of January 1 204,655 160,271 80,148 265,846 204,655 160,271 Add (less) 1SPWJTJPOSFDPHOJ[FEBTZFBSFYQFOTF 3FDPWFSJFTPGQSPWJTJPOT 8SJUFoPõT Exchange result, net Balance as of December 31 As of December 31, 2011, 2010 and 2009 includes a pro-cyclical provision for approximately S/.18,850,000, S/.16,628,000 and S/.13,147,000, respectively. As of December 31, 2011 and 2010, the allowance for loan losses includes the provision for contingent loans amounting to approximately S/.53,000 and S/.60,000, respectively, which are recorded in the “Other liabilities” caption on the consolidated balance sheets. As of December 31, 2011 and 2010, the Institution -through its main financial subsidiary – maintains a voluntary generic allowance in addition to the mandatory minimum amount required by the SBS totaling approximately S/.34,513,000 and S/.27,522,000, respectively, which is included in the caption “Allowance for loan losses” of the consolidated balance sheets. In Management’s opinion, the allowance for loan losses recorded as of December 31, 2011, 2010 and 2009, has been established in accordance with SBS regulations in GPSDFBTPGUIPTFEBUFTOPUFF 2011 4 Up to 3 months 1,420,279 From 3 to 6 months 587,479 From 6 to 1 year 848,687 More than 1 year 1,251,980 Past due and under legal collection loans 156,978 Total 4,265,403 2010 4 1,207,721 546,600 758,868 1,091,992 114,981 3,720,162 (g) For consolidation purposes, the loan portfolios of Forjadores, Microfin and FIS have been classified following SBS rules for MES loans. (h) Interests accrued on the loan portfolio are determined according with the current interest rates prevailing in the markets where the Institution and its Subsidiaries operate. (i) As of December 31, 2011 and 2010, the direct loan portfolio classified by maturity was as follows: 175 ANNUAL REPORT 2011 8. Held-to-maturity investments, net (a) This item is made up as follows: 2011 4 $PSQPSBUFBOEmOBODJBMCPOETD Sovereign bonds Interest receivable 7,978 49,647 48,515 899 Total 102,026 49,414 As of December 31, 2011 and 2010, the Institution and its Subsidiaries held an amount of US$403,190, equivalent to S/.1,087,000 and S/.1,132,000, respectively, corresponding to the provision for losses on investments instruments from issuers in process of liquidation for bonds issued by Lehman Brothers, were fully provisioned due to issuer’s bankruptcy, according to the requirements of SBS in its Multiple Office Nº36227-2008 dated September 29, 2008. It should be noted that the change in provision derive from the change in the exchange rate. (b) As of December 31, 2011 and 2010, the investments’ market value is not significantly different to their respective book values. The nominal, book, and market values are as follows: 176 Corporate bonds Financial bonds Sovereign bonds 62,325 18,625 18,402 62,759 18,491 18,984 64,901 18,012 21,733 99,352 100,234 104,646 2010 4 18,984 101,321 100,234 1,792 "MMPXBODF As of December 31, 2011 Nominal Book Market value value value 4 4 4 As of December 31, 2010 Nominal Book Market value value value 4 4 4 Corporate bonds Financial bonds Sovereign bonds 27,660 13,050 7,191 27,637 12,900 7,978 27,210 13,116 9,132 47,901 48,515 49,458 Management has estimated the market value of these investments as of December 31, 2011 and 2010, based on the quotes available in Lima and international stock exchanges. As of December 31, 2011 and 2010, the sovereign, financial, and corporate bonds have not been pledged as guarantee and are due starting 2018. (c) As of December 31, 2011, the corporate and financial, domestic and foreign bonds have maturity dates between April 2018 and July 2097, and bear interest at annual interest rates between 5.88 and 8.16 percent in U.S. Dollars and between 7.09 and 8.52 percent in Peruvian nuevos TPMFTCFUXFFOBOEQFSDFOUJO64%PMMBSTBTPG %FDFNCFS (d) As of December 31, 2011 and 2010, the risk classifications of sovereign, financial and corporate bonds assigned by the main rating agencies vary between AAA and BBB- for financial instruments classified in Peru and between A and BB+ for financial instruments classified in foreign countries. FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES 9. Property, furniture and equipment and real estate investments, net (a) The movement and composition of these items are detailed below: Land E Buildings, Computer Vehicles Equipment Total Total GBDJMJUJFTBOE 'VSOJUVSF IBSEXBSF JOUSBOTJU other Leasehold and other and work in constructions improvementsy equipment equipment progress E 4 4 4 4 4 4 4 4 4 Cost Balance as of January 1 Additions 4BMFT 5SBOTGFST Withdraws and others 35,615 4,774 - 50,950 2,160 2,506 Balance as of December 31 39,684 54,812 Accumulated depreciation Balance as of January 1 Depreciation of the year 8JUIESBXTBOEPUIFST 5SBOTGFST Balance as of December 31 Net book value 46,078 30,862 41,142 7,286 2,382 214,315 169,509 10,933 4,135 5,775 1,285 7,061 36,123 54,721 1,471 795 1,447 - 58,153 18,771 6,374 35,293 47,250 7,474 12,986 2,653 - 15,331 24,649 11,130 29,516 5,643 39,684 39,281 33,504 24,163 17,734 1,831 (b) Financial entities in Peru are not allowed to pledge their fixed assets. (c) The Institution and its Subsidiaries maintain insurance on its key assets in accordance with policies established by Management. 8,801 21,331 5,268 2,480 9,256 1,119 3,218 245,884 214,315 67,157 54,019 21,882 21,101 - 86,469 67,157 3,218 159,415 147,158 (d) Includes land and buildings held by the Institution and its Subsidiaries as real estate investments for a net book value of approximately S/.9,521,000 and S/.9,994,000, as of December 31, 2011 and 2010, respectively. 177 ANNUAL REPORT 2011 10. Other assets and liabilities (a) This item is made up as follows: 2011 4 Other assets *OUBOHJCMFTOFUC Other accounts receivable Income tax prepayments, net Insurance receivable 7BMVFBEEFEUBYDSFEJUD Supplies and inventories Accounts receivable for valuation of derivative financial instruments Expenses paid in advance "DDPVOUTSFDFJWBCMF'0("1*E Advances to suppliers Accounts receivable from reinsures and commissions 0QFSBUJPOTJOQSPDFTTG %FGFSSFEFNQMPZFFTQFSNBOFODZDPNNJUNFOUFYQFOTFF Insurance transaction receivable Other Total Other liabilities Workers’ social benefits Vacations payable Other accounts payable Accounts payable to services suppliers Worker’s profit sharing Insurance payable 0QFSBUJPOTJOQSPDFTTG Other personnel expenses Account payable for valuation of derivative financial instruments Payment of guarantee certificates Provisions for contingencies "DDPVOUTQBZBCMF'0("1*E Deposit Insurance Fund Promotional companies Leasing instruments Other Total 178 21,157 13,036 8,145 5,832 5,000 4,179 2,262 1,924 332 17,082 2010 4 15,737 18,076 1,817 5,570 3,737 535 701 222 14,072 127,436 101,018 32,132 24,991 18,264 10,246 9,610 8,642 5,406 5,072 2,660 2,409 1,416 1,139 235 8,281 20,550 20,923 7,531 17,375 19,184 1,862 5,115 1,530 4,357 1,237 1,031 3,491 3,498 138,026 115,232 FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES (b) This item is made up as follows: Lease premiums 4 Cost Balance as of January 1 "EEJUJPOTJ 3FUJSFNFOUT Others Balance as of December 31 Amortization Balance as of January 1 Amortization of the year 3FUJSFNFOUT Others 4 Total 2011 4 42,831 43,830 1,106 62,640 63,746 43,830 290 164 - 20,650 6,922 20,940 7,086 16,232 4,711 - 999 - Software Total 2010 4 30,565 - Balance as of December 31 454 27,559 28,013 20,940 Net book value 652 35,081 35,733 22,890 During the years 2011 and 2010, Mibanco, main subsidiary of Grupo ACP, recorded disbursements related to the acquisition of a new ERP which is currently in implementation process. executed by Mibanco, and the accounts payable correspond to the commissions payable that Mibanco maintains at those dates. (c) Corresponds to tax credit for the value added tax paid for withdrawals, purchases and financial leasing payments. According to Management, the tax credit will be recovered along the next years, substantiated in future transactions which shall bear value added tax payable. (e) Corresponds to an incentive granted to Mibanco’s key operative employees in 2007, subject to a 5 year permanency commitment. In case of noncompliance of such commitment, the employee must reimburse all of the incentive received. The amount accrued for this concept for the years ended December 31, 2011, 2010 and 2009, amounted to S/.1,639,000, S/.1,633,000 and S/.1,314,000, respectively, and is included in the “Personnel expenses” caption of the consolidated statement of income, note 18. (d) 5IF(VBSBOUFF'VOEGPS.JDSPCVTJOFTT-PBOTi'0("1*w GPSJUT4QBOJTIBDSPOZN JTBGVOEUIBUHVBSBOUJFTQBSUPG the micro-business loan portfolio granted by Mibanco and therefore bears a commission to this financial entity. As of December 31, 2011 and 2010, the accounts receivable correspond to the collection rights of the guaranties 179 ANNUAL REPORT 2011 (f) Transactions in process are mainly related to operations performed during the last days of the month and reclassified to their final consolidated balance sheet account on the following month. These transactions do not affect the Institution and its Subsidiaries’consolidated results. 11. Deposits and obligations (a) The caption is made up as follows: 5JNFEFQPTJUTE Saving deposits Bank’s negotiable certificates Demand deposits Severance indemnities deposits Other obligations Interest payable Total 180 2011 4 Up to 1 month From 1 to 3 months From 3 months to 1 year Over 1 year 2010 4 468,036 300,122 191,549 77,293 (d) The table below presents time deposits as of December 31, 2011 and 2010, classified by their maturity dates: 160,560 59,807 48,658 15,182 25,539 15,545 3,560,665 2,771,570 48,469 36,300 3,609,134 2,807,870 2011 4 2010 4 487,269 670,842 1,245,226 356,610 509,495 535,557 918,447 246,498 2,759,947 2,209,997 12. Due to banks and correspondents (a) This item is made up as follows: By type Loans received from GPSFJHOFOUJUJFTC Loans received from EPNFTUJDFOUJUJFTD Interest payable 2011 4 2010 4 130,368 709,653 248,703 825,455 10,162 12,778 (b) As of December 31, 2011, the “Fondo de Seguro de %FQØTJUPTw%FQPTJU*OTVSBODF'VOEIFSFJOBGUFSi'4%w GPSJUT4QBOJTIBDSPOZN GPS1FSVWJBOmOBODJBMFOUJUJFT BNPVOUTUP44BTPG%FDFNCFS "TPG%FDFNCFSBOEPGUIF total deposits and obligations balance, approximately S/.1,061.1 and S/.894.5 millions, respectively, were covered by the FSD. Total 719,815 838,233 By term Short-term Long-term 245,108 474,707 356,059 482,174 Total 719,815 838,233 (c) Interest rates applied to deposits and obligations are primarily determined by Mibanco based on interest rates prevailing in the Peruvian market. (b) As of December 31, 2011 and 2010, loans received from foreign entities include the following: FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES Nerdelandse Financierings – Maatschappij Voor 0OUXJLLFMJOHTMBOEFO/7o'.0 Entity *OUFSOBUJPOBM'JOBODF$PSQPSBUJPOo*'$ *OUFS"NFSJDBO%FWFMPQNFOU#BOLo*%# Country 64" 64" Currency 464 4 Maturity date 2011 4 2010 4 #FUXFFO.BZ and January 2017 126,907 85,494 #FUXFFO.BZ and May 2015 94,182 101,576 Between April 2013 BOE.BSDI Nerdelandse Financierings – Maatschappij Voo 0OUXJLLFMJOHTMBOEFO/7o'.0 5IF/FUIFSMBOET *OTUJUVUPEF$SÏEJUP0mDJBMEF&TQB×B 4QBJO 64 #FUXFFO'FCSVBSZ and February 2020 46,375 48,319 4/4*OTUJUVDJPOBM.JDSPmOBODF'VOE 5IF/FUIFSMBOET 64 #FUXFFO"QSJMBOE December 2014 26,970 28,090 464 (MPCBM.JDSPmOBODF'BDJMJUZ *TMBT$BJNÈO 64 "QSJM Societe de Promotion et de Participation pour MB$PPQFSBUJPO&DPOPNJRVF4"o1301"3$0 'SBODF 4 4FQUFNCFS Credit Suisse Microfinance Fund Luxemburg Between March 2012 and November 2013 23,861 24,471 March 2016 18,872 - #FUXFFO/PWFNCFS and September 2016 17,524 23,000 Microfinance Enhancement Facility - MEF Luxemburg $PSQPSBDJØO*OUFSBNFSJDBOBEF*OWFSTJPOFT 64" #MVF0SDIBSEo%FYJB.JDSP$SFEJU'VOE -VYFNCVSH Microvest Capital Management LLC USA US$ - Mxn Pesos US$ 4o64 4 Mxn Pesos 5SJPEPT4*$"7**5SJPEPT.JDSPmOBODF'VOE -VYFNCVSHP 64 +VOF February 2013 8,823 2,915 #FUXFFO+VMZ and January 2020 8,550 16,854 Acción Investment In Microfinance SPC USA US$ August 2016 8,088 8,427 7%,4QBBSCBOL #FMHJVN 64 "VHVTU Responsability SICAV Luxemburg US$ March 2012 6,740 7,022 Fideicomiso Nacional de Financiamiento al Microempresario – FINAFIM Mexico October 2013 6,524 8,622 Wells Fargo The Netherlands US$ April 2012 5,392 - 5SJPEPT$VTUPEZ#75SJPEPT'BJS4IBSF'VOE 5IF/FUIFSMBOET 64 +BOVBSZ Developing World Markets USA Mxn Pesos December 2015 3,656 4,216 Mxn Pesos March 2011 2,656 3,029 64 .BSDI 51,022 51,937 579,285 576,752 Dual Return Fund SICAV Luxemburg #MVF0SDIBSE-PBOTGPS%FWFMPQNFOU4" -VYFNCVSH Others Total Mxn Pesos 5IFTFMPBOBHSFFNFOUTJODMVEFTQFDJmDDPWFOBOUTPOmOBODJBMSBUJPTBOEPUIFSBENJOJTUSBUJWFNBUUFST"TPG%FDFNCFSBOEUIF*OTUJUVUJPOBOEJUT4VCTJEJBSJFT.BOBHFNFOUIBT substantially complied with the required covenants. 181 ANNUAL REPORT 2011 (c) As of December 31, 2011 and 2010, loans received from domestic entities include the following: Institution Banco de la Nación Scotiabank Perú S.A.A. Banco Internacional del Perú S.A.A. - Interbank Banco de Crédito del Peru S.A. - BCP COFIDE S.A. - Coficasa $0'*%&4"'POEP.JWJWJFOEBJ $0'*%&4"JJ Citibank del Perú S.A. $VSSFODZ S/. S/. S/. S/. S/. - US$ 64 4 S/. (i) Amounts payable to Fondo Mivivienda are collateralized by promissory notes related to the mortgage loans granted under the same concept. (ii) As of December 31, 2010, as collateral for the loans received from COFIDE, Mibanco had pledged a loan portfolio amounting to S/.90,625,000. (iii) Loans received from domestic financial entities accrued an effective annual interest rate between BOEQFSDFOUEVSJOHCFUXFFO BOEQFSDFOUEVSJOH (iv) In general, credit lines granted by domestic financial entities do not include, as part of the BHSFFNFOUTmOBODJBMDPWFOBOUTUIBU.JCBODPFOUJUZ UIBUIPMETUIFNBKPSJUZPGEFCU TIPVMEDPNQMZXJUI 182 .BUVSJUZEBUF Between June 2011 and August 2012 Between February and May 2012 January 2012 May 2012 April 2024 "QSJM 0DUPCFS Between February and May 2011 2011 4 2010 4 70,000 19,420 15,000 10,000 8,995 - 83,065 14,200 5,112 8,331 38,500 130,368 248,703 (d) The table below presents the amortization schedule for deposits and obligations as of December 31, 2011 and 2010: Year 2011 4 2010 4 Up to 3 months From 3 to 1 year From 1 to 3 years From 3 to 5 years Over 5 years 48,965 196,143 331,515 105,884 37,308 63,888 292,171 337,737 84,126 60,311 719,815 838,233 FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES 13. Bonds and other obligations (a) This item is made up as follows: Issuance Annual Interest interest rate payment basis Vencimiento Maturity 2011 64 4 2010 64 4 Corporate bonds – Mibanco (b) First issuance B 7.38 Third issuance 7.00 Fourth issuance 6.38 Half-yearly Half-yearly Half-yearly 2011 2012 2012 S/.30,000 S/.30,000 US$10,000 1,429 1,429 8,571 3,852 12,423 4,286 4,286 10,000 17,142 12,039 39,181 Corporate bonds – Grupo ACP (c) First insurance 9.00 anual 2021 US$85,000 85,000 229,245 - - Interest payable Total (b) On November 17, 2005 and November 16, 2006, the Board of Directors authorized the Mibanco’s Second Program for the Issuance of Corporate Bonds, effective until November 14, 2008. On February 18, 2009, the SBS authorized, through Resolution No. 908-2009, to extend said term for two more years under the same conditions. During these period, Mibanco is authorized to issue bonds up to a maximum amount of S/.150,000,000 or its equivalent in U.S. Dollars. Funds received through the issuance and placement of bonds through public tender offers were destinated to Mibanco’s core business operations. (c) In universal session held on February 21, 2011, the Grupo ACP’s Steering Board approved the terms and conditions to the financing operation through the issuance of bond under Regulation “S” for a nominal 15,864 257,532 297 39,478 amount of US$85,000,000. The funds were used in the strengthening and expansion of Grupo ACP operations, mainly in Peru , Mexico and Brazil. (d) Corporate bonds of Mibanco and ACP Group do not have specific collaterals. During 2011, Mibanco has redeemed corporate bonds for a total amount of 44DPSSFTQPOEJOHUPUIFmSTU issuance A, first issuance B, third issuance, and fourth JTTVBODFEVSJOH (e) As of December 31, 2011, the amortization schedule of Mibanco and Grupo ACP’s bonds includes periods between 2012 and 2021, respectively. 183 ANNUAL REPORT 2011 14. Technical and insurance claims reserves (a) This item is made up as follows: 2011 Reserve for claims 4 7FSP 93,389 5,966 995 100,350 Technical reserves for premiums 4 7FSP Annuities Life insurance SOAT Total 4 Reservas técnicas por primas 4 7FSP 2010 Reserva para siniestros 4 7FSP 2,632 126 93,389 8,598 1,121 53,306 2,310 - 841 - 53,306 3,151 - 2,758 103,108 55,616 841 56,457 Total 4 Reported claims 4 Total 4 (b) The table below presents the composition of reserve for claims by insurance type: Disencumbrance Personal accidents SOAT Individual life Reported claims 4 2011 IBNR 4 Total 4 576 55 35 24 1,987 71 9 1 2,563 126 44 25 307 40 451 21 758 61 21 1 22 690 2,068 2,758 368 473 841 (c) In Management’s opinion, these balances reflect the exposure to life and annuity insurance operations as of December 31, 2011 and 2010, in accordance with SBS regulations. (d) The main assumptions used in the estimation of annuities contracts reserves as of December 31, 2011 and 2010 as follows: Modality Annuities Mortality table Technical rates Policy’s up to May 2011: RV-2004 modified, B-85 and MI-85 Policies issued stating June 2011: RV-2004 modified adjusted, B-85 and MI-85 5IFNPSUBMJUZSBUFTBSFFTUBCMJTIFECZ4#4 184 2010 IBNR 4 With match between 4.90 5.22 FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES Protecta has consistently applied the methodology of calculation established by the SBS to determine mathematical reserves as well as the assumptions used to obtain its results. Through SBS resolution N° 17728-2010, issued December 27, 2010, SBS approved new mortality tables that insurance companies may use to grant retirements coming from the QSJWBUFQFOTJPOTTZTUFNTi411wGPSJUT4QBOJTIBDSPOZN as well as the complementary risk-work insurance for contracts and pension requests after June 1, 2011. 15. Shareholders’ equity (a) As of December 31, 2011, 2010 and 2009, shareholders’ equity includes associates’ contributions for S/.341,000. At those dates, the associates are both domiciled and non-domiciled individuals and participate as Directors of the Institution. (b) As of December 31, 2011 and 2010, the unrealized gain, net included as part of equity corresponds to the available-for-sale investments’ valuation, note 6. (c) As of December 31, 2011, the regulatory capital SFRVJSFEUP.JCBODPmOBODJBMJOTUJUVUJPO BOE1SPUFDUB JOTVSBODFDPNQBOZ DBMDVMBUFEBDDPSEJOHUP4#4 regulations N°11823-2010, amounted to approximately S/.663,996,000 and S/.35,113,000, respectively 4BOE4BTPG%FDFNCFS SFTQFDUJWFMZ -JLFXJTFBTPG%FDFNCFS 2011, the consolidated regulatory capital required, which includes the Institution and its Subsidiaries: Mibanco, Forjadores, Microfin, FIS, Conecta and Protecta, calculated according to SBS regulations, amounted UPBQQSPYJNBUFMZ44BTPG %FDFNCFS 16. Tax situation (a) A s e s t a b l i s h e d b y S B S R e s o l u t i o n Nº0490050013687, dated August 4, 2006, the Institution is not subject to income tax. The Institution’s Subsidiaries in Peru are subject to the Peruvian tax system. The Peruvian income tax rate at December 31, 2011, 2010 and 2009 was 30 percent on the taxable income. The Institution’s Subsidiaries in Mexico, the Oriental Republic of Uruguay, the Republic of Argentina and the Republic of Guatemala are subject to those countries’ respective tax systems. As of December 2011 and 2010, the income tax rates of said countries were, 30, 25, 35 and 31 percent, respectively. Legal entities and individuals not domiciled in Peru are subject to an additional tax of 4.1 percent on the dividends received. The entity making the dividend payments is responsible for the respective retention. (b) Through Supreme Decree N°009-98-EF was established that interest perception and credit operations’ commissions from not–for-profit associations are taxed by value added tax. Afterwards, Supreme Decree N°034-98-EF established that the activities mentioned above performed until May 31, 1998 can be paid with liquidation documents that 46/"5 1FSVWJBO5BY "VUIPSJUZ XJMM DPMMFDU GSPN the General Direction in Economics and Finance .JOJTUFSi.&'wGPSJUT4QBOJTIBDSPOZN D 4JODF+BOVBSZPOMZJOUFSFTUBOEDBQJUBM gains resulting from government bonds issued by UIF3FQVCMJDPG1FSVJ VOEFS1SFTJEFOUJBM%FDSFF /¡&'JJ VOEFS.BSLFU.BLFST1SPHSBNPS JUTSFQMBDJOHNFDIBOJTNPSJJJ JOUIFJOUFSOBUJPOBM market since 2002, and from BCRP certificates of 185 ANNUAL REPORT 2011 deposit used for monetary regulation purposes are exempted from the income tax. Likewise, only interest and capital gains resulting from bonds issued before March 11, 2007 are also exempted. increases of such deposits or impositions, report transactions, repurchase agreements and stock loans and other interests from companies’ loan transactions. In addition, the exemption over gains deriving from deposits in the Peruvian Banking System has been revoked when the beneficiary is a legal entity. Finally, Law N°29546, issued on June 29, 2010, approved the extension until December 31, 2012 of the exoneration of the value added tax over the interests generated by the securities issued through public offer by legal entities incorporated or established in the country, as long as the issuance is made under the Securities Market Law, approved by Legislative Decree N°861, or by the Investment Fund Law, approved by Legislative Decree N°862. Starting January 1, 2010, capital gains resulting from the disposal of securities through the Lima Stock Exchange will be taxed. The income tax law specified that to determine the gross income from the sale of securities acquired before January 1, 2010, the tax basis will be the higher between the market price at the end of 2009 or the acquisition cost. This rule is applicable to legal entities when securities are sold through or outside a centralized negotiation market in Peru. According to a modification promulgated in Law N°29645, the rates applied to retentions on entities not domiciled in Peru have also been modified. Therefore, since 2011, the interest retentions from individuals not domiciled in Peru must be taxed at a rate of 4.99 percent. Such rate is also applicable to the interest paid by Mibanco to legal entities not domiciled in Peru as result of the utilization in Peru of foreign credit lines. The 1.00 percent rate is still applicable to interest from contracts signed up to 2010. Also, the 4.99 percent rate must be applied on interests from bonds and other debt instruments, deposits or impositions according to the Peruvian Banking and Insurance Law, as well as on capital 186 (d) For income tax and value added tax purposes, the transfer prices agreed in transactions between related entities domiciled in territories with little or no taxation, require the presentation of supporting documentation and information on the valuation methods and criteria applied for the agreed price. Based on the analysis of the Institution and its Subsidiaries’ operations, Management and its internal legal advisors consider that no significant contingencies will result for the Institution and its Subsidiaries as a consequence of the application of such provisions for fiscal years 2011 and 2010. (e) The Peruvian, Mexican, Uruguayan, Argentinean and Guatemalan Tax Authorities are entitled to review and, if applicable, amend the annual income tax returns of the Institution and its Subsidiaries up to four years after their submission. The subsidiaries’ Income tax returns of the years 2007 to 2011 are still pending to be reviewed by the Tax Authorities, except for the 2009 Mibanco’s income tax return. FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES Regarding value added tax, the Peruvian Tax Authority is legally entitled to review and, if necessary, adjust the value added tax computed by the Institution and its Subsidiaries during a term of four years following the year in which a tax return was filed. Except for 2008 Grupo ACP’s value added tax return; the subsidiaries’ value added tax returns for the years 2008 to 2011 are still pending to be revised by the Tax Authority. Since tax regulations are subject to interpretations by the Tax Authority, it is not possible to determine as of this date whether the reviews will generate additional liabilities for the Institution and its Subsidiaries. Therefore, any unpaid tax, penalties or interests that might result from said reviews will be applied in the year in which they are determined. Nevertheless, Management of the Institution and its Subsidiaries as well as their legal advisors consider that any additional tax assessments would not have a significant impact on the consolidated financial statements for fiscal years 2011 and 2010. insurance premiums in favor of individuals and insurance premiums for survivorship and disability pension plan affiliates are exempted from value added tax. (g) *ODPNFUBYHBJOMPTT JTNBEFBTGPMMPXT Income tax Current Deferred 2011 4 2010 4 2009 4 51,703 51,852 56,761 46,281 46,731 43,899 (f) In the case of Protecta, since January 1, 2010, the gains resulting from the assets that support the life insurance reserves established in the country for annuity pensions, survivorship and disability pensions from annuity contracts will be exempted. It also will be exempted the rents and gains resulting from the assets that support the technical reserves of other products traded by life insurance companies, constituted or established in the country, even if such contracts have an earning or investment component. Likewise, pursuant to the tax rules in force, life 187 ANNUAL REPORT 2011 (h) The movement and composition of these items are detailed below: Balance as of January 1, 2009 4 Deferred assets Mandatory and voluntary generic allowance for loan losses Provision for contingencies Provision for employees’ vacations Financial leases, assets received as payment and seized through legal actions, depreciation rates differences and others *OUFSFTUJOTVTQFOTF 0SHBOJ[BUJPOFYQFOTFT Other provisions Net changes 4 10,497 300 3,348 8,192 1,253 602 3,113 41 958 2,526 17,584 Deferred assets -FBTFQSFNJVNTBOEPUIFST *OUBOHJCMFBTTFUT Translation result Deferred assets, net 15,297 As of December 31, 2011 and 2010, subsidiaries Acción Comunitaria and Invierta do not report deferred income tax. 188 13,370 Balance as of December 31, 2009 4 18,689 1,553 3,950 4,071 2,567 30,955 3 3 12,862 28,160 FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES Net changes 4 3,347 138 1,761 1,699 6,500 Balance as of December 31, 2010 4 22,036 1,691 5,711 5,770 2,118 Net changes 4 Balance as of December 31, 2011 4 4,386 104 1,717 26,422 1,795 7,428 1,277 261 7,047 2,379 37,455 7,616 45,071 3 - 5,121 33,281 5,422 38,703 189 ANNUAL REPORT 2011 17. Off-balance sheet accounts (a) The table below presents the components of this caption: Contingent operations: *OEJSFDUMPBOTC Bank letters of guarantee 2011 4 Foreign currency forward transactions Purchase of foreign currency forwards Other contingent Not disbursed approved loans Other Total contingent operations Other off-balance sheet accounts: Guarantee granted for loans Loans written-off Interest in suspense Securities in custody Guarantees granted for due to banks and DPSSFTQPOEFOUTE Fully depreciated property, furniture and equipment Other off-balance sheet accounts 3,645 4,144 5,000 - 367,588 3,311 290,401 5,750 370,899 296,151 379,544 300,295 2,428,600 393,997 38,380 28,535 1,455,803 359,843 24,593 15,685 3,593 403,360 3,907 207,290 Total other off-balance sheet accounts 3,311,168 2,157,746 Total off-balance sheet accounts 3,690,712 2,458,041 (b) In the normal course of its operations, the Institution’s banking subsidiaries are party to USBOTBDUJPOT XJUI PGGCBMBODF TIFFU SJTL JOEJSFDU MPBOT 5IFTFUSBOTBDUJPOTFYQPTFUIFNUPBEEJUJPOBM credit risk beyond the amounts recognized in the consolidated balance sheets. 190 2010 4 Mibanco applies the same credit policies for granting and evaluating the provisions required for direct loans when performing contingent operations, including the requirement to obtain collateral when it is deemed necessary. Collateral held vary, but may include deposits in financial institutions, securities, or other assets. FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES Because most of the contingent transactions are expected to expire without any performance being required, the total committed amounts do not necessarily represent future cash requirements. (c) As of December 31, 2011, Microfin entered into foreign currency forward contracts. By means of these contracts, an exchange rate is agreed upon for future delivery and receipt of foreign currency in exchange for local currency. The risk arises from the possibility that the counterparty may not meet the agreed terms as well as the possibility of changes in the exchange rates of the currencies in which the transactions are carried out. During 2011, the net loss for the forward contracts amounted to S/.82,000 and is included in the caption “Loss from financial derivative instruments, net” of the consolidated statements of income. (d) Guarantees granted primarily to collateralize loans received from COFIDE and correspond to the financed MPBOQPSUGPMJPOPUFD 18. Personnel expenses This item is made up as follow: Salaries Legal bonuses Social security Severance indemnities Other salaries Bonuses Transportation Workers’ profit sharing Personnel training Commissions and assignments Board of Directors expenses "DDSVFEFNQMPZFFTQFSNBOFODZDPNNJUNFOUOPUBF Extraordinary workers’ profit sharing Other personnel expenses Total Average number of employees 2011 4 207,097 31,350 21,190 18,129 11,644 9,102 8,675 8,455 7,363 6,496 6,783 897 17,709 2010 4 2009 4 174,976 27,864 16,797 15,257 4,377 6,477 7,309 8,251 8,710 4,873 5,502 9,650 18,215 138,843 22,341 13,739 12,825 3,193 5,295 5,345 9,009 6,496 4,322 4,791 12,423 11,552 356,529 309,891 251,488 4,975 4,230 3,564 191 ANNUAL REPORT 2011 19. Services received This item is made up as follow: 2011 4 2010 4 2009 4 Professional fees Advertising Leases Repair and maintenance Communications Transportation Security Other supplies Power and water Public relations and events Insurances Credit bureau fees Studies and projects Other 29,265 25,926 21,489 11,006 10,692 8,878 8,333 5,099 4,838 3,136 2,095 1,577 1,167 30,555 36,952 30,941 18,462 14,206 9,216 11,351 7,616 6,514 4,429 4,506 1,978 1,565 1,595 5,943 14,590 15,545 15,450 11,762 7,607 8,763 7,692 7,405 3,662 4,330 1,880 101 2,021 15,796 164,056 155,274 116,604 Total 192 FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES 20. Technical income from insurance transactions, net The table below presents the components of this caption: 2011 4 2010 4 2009 4 98,457 81,270 36,085 50,769 38,736 26,262 Assumed insurance premiums Adjustment to technical reserves for premiums assumed Total Premiums 1SFNJVNTDFEFE Adjustment to technical reserves for premiums ceded Total premiums ceded of the period Competency premiums Assumed claims $PNQFUFODZDMBJNT Gross technical income Other technical incomes Other technical expenses Technical Income, net 7 7 3 (531) (352) (258) 50,238 38,540 1,484 38,384 30,103 1,288 26,004 19,739 838 31,159 20,512 39,317 193 ANNUAL REPORT 2011 21. Other income, net The table below presents the components of this caption: 2011 4 2010 4 2009 4 Recoveries of loans previously written–off Dividend income -FHBMFYQFOTFTPGMPBOTXSJUUFOoPõ Others, net 16,449 2,439 755 13,822 2,599 11,749 883 Total 17,031 13,106 8,963 22. Operating segments Transactions between operating segments are made in regular commercial terms and conditions. The following table presents the Institution’s financial information by industry and location for the years ended December 31, 2011, 2010 and 2009: (a) Information of the operating segments by industry JOUIPVTBOETPG/VFWPT4PMFT Total income 2011 Operating income Total assets Banking Insurance Other 1,107,961 113,430 36,302 877,431 85,013 158 5,306,817 142,359 174,087 Total consolidated 1,257,693 962,602 5,623,263 194 2010 Operating income Total assets Total income Banking Insurance Other 1,029,928 85,092 26,011 839,238 34,865 16,366 4,490,525 77,500 100,581 Total consolidado 1,141,031 890,469 4,668,606 Total income 2009 Operating income Total assets Banking Insurance Other 905,152 37,592 13,704 709,984 21,937 9,005 3,731,137 30,150 67,925 Total consolidated 956,448 740,926 3,829,212 FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES (b) Information of the operating segments by location JOUIPVTBOETPG/VFWPT4PMFT 2011 Operating income Total assets Total income Peru Mexico Argentina Uruguay Guatemala 1,195,745 48,253 8,897 4,563 235 912,880 40,745 6,090 2,680 207 5,465,707 91,055 26,079 38,722 1,700 Total consolidated 1,257,693 962,602 5,623,263 2010 Operating income Total assets Total income Peru Mexico Argentina Uruguay 1,104,786 28,005 5,561 2,679 860,774 23,955 3,691 2,049 4,577,087 55,794 17,655 18,070 Total consolidated 1,141,031 890,469 4,668,606 Total income 2009 Operating income Total assets Peru Mexico Argentina Uruguay 937,028 12,981 4,399 2,040 725,021 11,609 2,662 1,634 3,786,628 22,658 10,741 9,185 Total consolidated 956,448 740,926 3,829,212 *ODMVEFTUPUBMJOUFSFTUBOEEJWJEFOEJODPNFPUIFSJODPNFBOEOFUQSFNJVNTFBSOFEGSPN insurance activities. 0QFSBUJOHJODPNFJODMVEFTUIFOFUJOUFSFTUJODPNFGSPNCBOLJOHBDUJWJUJFTBOEUIFBNPVOU of the net premiums earned, less insurance claims. 23. Transactions with related parties Some shareholders, directors and officers of the Institution and its Subsidiaries have been involved, either directly or indirectly, in credit transactions with the Institution and its Subsidiaries as permitted by Peruvian legislation, which rules and limits certain transactions with employees, directors and officers of financial institutions. As of December 31, 2011, loans and other DSFEJUTUPQFSTPOOFMBNPVOUUP44BT PG%FDFNCFS Under Peruvian legislation, all loans granted to related parties cannot be made on more favorable terms than the best terms the banking subsidiaries offer to the public. Management considers that the Institution and its Subsidiaries are in full compliance with all requirements imposed by current regulations to related party transactions. Total fees paid to the Board of Directors amounted approximately to S/.6,091,000, S/.5,456,000 and S/.4,935,000 in 2011, 2010 and 2009, respectively, which is included in the caption “Personnel expenses” in the consolidated income statement. The total salaries of key personnel, which includes general management and other managers, in 2011, 2010 and 2009 amounted to S/.24,844,000, S/.16,777,000 and S/.15,890,000, respectively. As of December 31, 2011, Mibanco holds financing from its shareholders IFC, Triodos Custody BV – Triodos Fair Share Fund and Triodos SICAV II - Triodos Microfinance Fund, and Acción *OWFTUNFOU*O.JDSPmOBODF41$PG44 BTPG%FDFNCFS 44BTPG %FDFNCFS BOE44BTPG%FDFNCFS SFTQFDUJWFMZOPUFC XIJDICFBSJOUFSFTU expenses reported in the caption “Financial expenses” in the DPOTPMJEBUFEJODPNFTUBUFNFOUPG44 BTPG%FDFNCFS 44BTPG%FDFNCFS BOE44BTPG%FDFNCFS SFTQFDUJWFMZ 195 ANNUAL REPORT 2011 24. Risk assessment The Institution and its subsidiaries’ activities relate mainly to the use of financial instruments; consequently, they are exposed to market, liquidity, cash flow risks and fair value due to interest rates, currency, insurance and credit risks. The Institution and its Subsidiaries’Management, based on its experience, manage these risks. The following assessment has been prepared by mainly taking Mibanco and Protecta, subsidiaries representing the majority of the assets and liabilities of the current consolidated financial statements, into consideration. As part of Grupo ACP, Mibanco accepts deposits from its customers at both fixed and floating rates and with different terms, with the intention of obtaining profit from interest margins by investing those funds in financial assets. The Bank seeks to increase these margins by consolidating its short-term funds and lending for longer periods at higher rates, while maintaining sufficient liquidity to comply with any withdrawal that may be requested. Market risks The Institution and its Subsidiaries are exposed to market risk, which is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risks arise from open positions in interest rates, currency, commodities and equity products, all of which are exposed to general and specific market movements and changes derived from volatility of prices such as interest rates, credit spreads, exchange rates and equity prices. The Institution and its Subsidiaries establishes acceptable limits which are continuously monitored. Nevertheless, the use of this control measure does not fully eliminate the probability of losses in excess of the limits established in case of extreme fluctuations in market prices. Liquidity risk Mibanco is exposed to daily calls on its available cash resources from overnight deposits, current accounts, maturing deposits, loans drawdown, guarantees and others. Mibanco do not maintain cash resources for all of the aforementioned needs, since 196 experience has shown that a minimum level of reinvestment of funds at their maturity can be predicted with a high degree of certainty. Mibanco’s Management establishes the limits as to the minimum amount of funds that need to be available to meet such calls and the minimum level of interbank and other types of credit lines that should be in place to cover withdrawals at unexpected levels of demands. The matching and controlled mismatching of the maturities and interest rates of assets and liabilities is fundamental to the Institution and its Subsidiaries’ Management. It is unusual for financial institutions to be fully matched, as transacted business is often based on uncertain terms of different types. An unmatched term or interest rate position may potentially increase profitability, but may also increase the risk of losses. The maturities of assets and liabilities and the ability to replace, at an acceptable cost, interest-bearing liabilities as they mature are important factors in assessing the liquidity and its exposure to changes in interest and exchange rates. Notes to the financial statements include an analysis of the maturities of the main assets and liabilities, based on contractual maturity dates. Cash flow risk and fair value due to changes in interest rates The cash flow interest rate risk is the risk that the cash flows of a financial instrument will fluctuate due to changes in market interest rates. The risk of fair value interest rates is the risk that the value of a financial instrument may fluctuate due to changes in market interest rates. The Institution and its Subsidiaries are exposed to the effect of fluctuations in market interest rates on its financial position and cash flows. Interest margins may increase as a result of such changes, but may decrease or create losses in the event of unexpected fluctuations. Mibanco’s Management sets limits on the level of mismatch of interest rates that may be undertaken and constantly monitors these levels. FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES Resources for funding are mainly obtained from short-term liabilities, which generally bear interest at fixed and variable interest rates prevailing in the market. Loans, customer deposits and other financing instruments are subject to risks arising from interest rate fluctuations. Relevant contractual maturity dates and interest rates of such financial instruments are disclosed in the notes to the consolidated financial statements. During 2011 and 2010, the Institution and its Subsidiaries have not carried out operations with derivate financial instruments for hedging purposes. Exchange rate risk The Institution and its Subsidiaries are exposed to the effects of fluctuations in foreign currency exchange rates prevailing over its financial position and cash flows. Management sets limits on the level of exposure by currency and in the total of overnight positions, which are daily monitored. Most assets and liabilities are stated in Peruvian Nuevos Soles. Foreign currency transactions are made at free market exchange rates. As of December 31, 2011 and 2010, are shown in note 4 to the consolidated financial statements. Microfin has performed transactions with derivatives instruments – currency forwards to cover part of this risk, note 4. Insurance risk The risk covered by any insurance contract is the possibility of the insured event occurring and, therefore, the resulting claim having a set value. By the nature of the insurance contract, this risk is arbitrary and therefore unpredictable. As far as the insurance contract portfolio is concerned, where large number and probability theory applies to setting prices and provisions, the main risk facing Protecta is that claims and/or payment of benefits covered by the policies will exceed the book value of insurance liabilities. This could occur if the frequency and/or severity of claims and benefits are greater than calculated. The following factors are taken into account in evaluating insurance risks: - Frequency and severity of claims. - Sources of uncertainty in calculating payment of future claims. - Mortality tables for different life insurance plans. - Changes in market rates for investments that have a direct effect on discounted rates used to calculate mathematical reserves. Protecta has automatic reinsurance contracts to protect it against frequent and severe losses. The purpose of this reinsurance negotiation is to prevent total net insurance losses from affecting Protecta’s equity and liquidity in any given year. Protecta’s insurance underwriting strategy has been developed to diversify the type of insurance risks accepted. Factors aggravating insurance risks include a lack of diversification of risk types and values as well as geographical location. The underwriting strategy is designed to guarantee that underwriting risks are well diversified in terms of risk type and value. Underwriting limits serve to implement the selection criteria for adequate risks. Furthermore, Protecta is exposed to the risk that the mortality rates associated with its clients do not reflect the actual rate of mortality, which could mean that the premium calculated for the coverage offered is insufficient to cover losses. For this reason, Protecta carries out a careful analysis of risk of subscription when issuing its policies, thus enabling it to classify the degree of risk applicable to any given potential policyholder by analyzing characteristics such as gender, whether or not the person is a smoker, health, among others. In the specific case of life annuity insurance, the risk assumed by the Institution and its Subsidiaries is that the actual life expectancy of the insured individuals is greater than that estimated at the time the annuity is calculated, which would mean a deficit in reserves from which pensions are paid. 197 ANNUAL REPORT 2011 Credit risk Mibanco is exposed to credit risk, which is the risk that a client will be unable to pay amounts in full when due, to cover this risk Mibanco records provisions for loan losses incurred as of the date of the consolidated balance sheet. Significant changes in the economy or in a particular industry segment, that represents a concentration in Mibanco’s loan portfolio, could result in losses different from those recorded as of the date on the balance sheets. Therefore, Management carefully monitors the Bank’s exposure to credit risk. Mibanco structures the levels of credit risk it undertakes by placing limits to the amount of risk accepted from one borrower or groups of borrowers and, to a lesser extent, to geographical and industry segments. Such risks are monitored constantly and subject to frequent review. Limits on the level of credit risk are approved by Management, and are within the framework of regulations in force. The exposure to credit risk is managed through regular analyses of the ability of borrowers and potential borrowers to meet interest and principal repayment obligations and by changing these lending limits when appropriate. Exposure to credit risk is also managed partially by obtaining corporate and personal guarantees; nevertheless, there is a significant portion of MES, consumer and commercial loans, for which no such guarantees can be obtained. Financial assets that show a potential credit risk are mainly due from banks, investments at fair value through profit or MPTTUSBEJOH JOWFTUNFOUBWBJMBCMFGPSTBMFMPBOQPSUGPMJP held-to-maturity investments and other assets. Due from banks, excluding each and cleaning, is placed with reputable financial entities. Mibanco’s maximum credit risk exposure is represented by the balances of the above mentioned financial assets. Actual exposures versus established limits are constantly monitored. 198 25. Fair value Fair value is defined as the amount for which an asset could be exchanged or a liability settled between knowledgeable willing parties in an arm’s length transaction, under the assumption of a going concern entity. When a financial instrument is traded in an active and liquid market, its quoted market price in an actual transaction provides the best evidence of its fair value. When a quoted market price is not available, or may not be indicative of the fair value of the financial instrument, other estimation techniques may be used to determine such fair value, including the current market value of another financial instrument that is substantially similar; discounted cash flow analysis or other techniques applicable thereto, all of which are significantly affected by the assumptions used. Although Management uses its best judgment in estimating the fair value of the financial instruments, there are inherent weaknesses in any estimation technique. As a result, the fair value may not be indicative of the net realizable or settlement value. The methodologies and assumptions used to determine fair values depend on the terms and risk characteristics of the various financial instruments and include the following: - Cash and due from banks represent cash and shortterm deposits that do not represent significant credit or interest risks; in consequence, their book value is equivalent to their fair value. - Investments at fair value through profit or loss USBEJOH BOE BWBJMBCMFGPSTBMF JOWFTUNFOUT BSF recorded at their estimated fair value; in consequence, their book and fair values are the same. FINANCIAL STATEMENTS GRUPO ACP INVERSIONES Y DESARROLLO AND SUBSIDIARIES - The majority of the loans granted by the Institution and its Subsidiaries accrue interest at rates that can be reset against variations in the market conditions. As a result, their book value, net of the allowance for credit risk, with the allowance rates required by the SBS, excluding the increase in the pro-cyclical provisions as indicated in note 7, is considered to be the best estimate of their fair value as of the date of the consolidated financial statements. - Held-to-maturity investments are valued to their amortized cost through the methodology of effective interest rate and do not differ significantly to its book value. - The fair value of deposits and obligations is similar to their book value, mainly due to their current maturities and interest rates, which are comparable to other similar liabilities in the market at the dates of the consolidated balance sheets. - Due to banks and correspondents, which include variable interest rate terms and preferred rates, do not have book values that differ significantly from their fair values. - Bonds and other obligations accrue interest at fixed or variable rates. The fair value of the bonds is estimated using discounted cash flows discounted at rates prevailing in the market for liabilities with similar characteristics; in consequence, the estimated fair value does not differ significantly from the book value. - Technical reserves book value are determined on the basis of the future payments present value that Protecta must apply to the insured, and therefore do not differ significantly to its fair value. - The Institution and its Subsidiaries have derivative operations for currency exchange forwards that are accounted for at their estimated fair values. Likewise, Protecta holds some instruments classified as heldto-maturity investments which include an embedded financial derivative instrument related to the issuer’s call option. 26. Explanation added for English translation The accompanying translated consolidated financial statements were originally issued in Spanish and are presented on the basis of accounting principles generally accepted in Peru for financial entities, as described in note 3. Certain accounting practices applied by the Institution and its Subsidiaries that conform to generally accepted accounting principles in Peru for financial entities may not conform in a significant manner with generally accepted accounting principles applied in other countries. In the event of a discrepancy, the Spanish language version prevails. - Reserves for claims are valued according to estimates of claims under current market conditions; therefore its book value does not differ significantly to its fair value. 199 STEERING COUNCIL 200 Steering Council and Senior Management 201 ANNUAL REPORT 2011 STEERING COUNCIL DIRECTORS LUIS FELIPE DERTEANO MARIE t t t t t t t t t t t t t t t $IBJSNBO4UFFSJOH$PVODJM(SVQP"$1-JNB1FSV %FQVUZ$IBJSNBOPGUIF#PBSE.JCBODP-JNB1FSV 4FOJPS%JSFDUPS1SPUFDUB$ÓBEF4FHVSPT-JNB1FSV $IBJSNBO4UFFSJOH$PVODJM"DDJØO$PNVOJUBSJBEFM Perú. Lima, Peru. $IBJSNBOPGUIF#PBSE5JHHSFT-JNB1FSV 4FOJPS$PVOTFMPS'PSKBEPSFTEF/FHPDJPT.FYJDP City, Mexico. %FQVUZ$IBJSNBOPGUIF#PBSE#BODP4PM-B1B[ Bolivia. $IBJSNBOPGUIF#PBSE.JDSPGJO.POUFWJEFP Uruguay. 4FOJPS%JSFDUPS&NQSFOEB#VFOPT"JSFT"SHFOUJOB 0XOFS%JSFDUPS"QPZP*OUFHSBM4BO4BMWBEPS&M Salvador. %FQVUZ$IBJSNBOPGUIF#PBSE"QPZP*OUFHSBM Guatemala. Guatemala City, Guatemala 4FOJPS%JSFDUPS$POFDUÈ4BO4BMWBEPS&M4BMWBEPS 4FDPOE%FQVUZ$IBJSNBOPGUIF#PBSE'JOBODJFSB&M Comercio. Asuncion, Paraguay. 1SJ[FUP#VTJOFTT&YDFMMFODF3FWJTUB"NÏSJDB Economía – One of 19 leaders that changed business in Latin America. $P'PVOEFSPGUIF(MPCBM"MMJBODFGPS#BOLJOHPO Values – GABV, personally and on behalf of Grupo ACP and Mibanco. 202 t .FNCFSPGUIF4UFFSJOH$PVODJMPGUIF$IJME Finance initiative, personally and on behalf of Grupo ACP and GABV. Studies: t &DPOPNJDT4PDJBM4DJFODF%FQBSUNFOU Universidad Nacional Agraria La Molina.Lima, Peru. t (SBEVBUFGSPNUIF.BHJTUFSJO-BOE&DPOPNJDT department, Universidad Católica de Chile, Santiago de Chile, Chile. RICHARD HERBERT CUSTER HALLETT t 4FOJPS%JSFDUPS4UFFSJOH$PVODJM(SVQP"$1-JNB Peru. t 4FOJPS%JSFDUPS$POFDUB$FOUSPEF$POUBDUP4" Lima, Peru. t 4FOJPS%JSFDUPS4UFFSJOH$PVODJM"DDJØO Comunitaria del Perú. Lima, Peru. t 4FOJPS%JSFDUPS-VLPMM4"$-JNB1FSV t %JSFDUPS'PVOEFS"HSÓDPMB.PDIJDB4"$ Lambayeque, Peru. Studies t .BTUFS}TEFHSFF#VTJOFTT.BOBHFNFOU*.&%& Management Development Institute. Lausanne, Switzerland. t #BDIFMMPST%FHSFF"ENJOJTUSBUJPO#BCTPO$PMMFHF Massachusetts, USA. STEERING COUNCIL STEERING COUNCIL AND SENIOR MANAGEMENT ALFREDO ERNESTO LLOSA BARBER MIGUEL FERNANDO ARIAS VARGAS t %FQVUZ$IBJSNBO4UFFSJOH$PVODJM(SVQP"$1 Lima, Peru. t 4FOJPS%JSFDUPS.JCBODP-JNB1FSV t $IBJSNBOPGUIF#PBSE$POFDUB$FOUSPEF Contacto S.A. Lima, Peru. t 4FOJPS%JSFDUPS1SPUFDUB4"$ÓBEF4FHVSPT-JNB Peru. t 4FOJPS$PVOTFMPS'PSKBEPSFTEF/FHPDJPT.FYJDP City, Mexico. t 4FOJPS%JSFDUPS.JDSPmO.POUFWJEFP6SVHVBZ t %FQVUZ$IBJSNBO4UFFSJOH$PVODJM"DDJØO Comunitaria del Perú. Lima, Peru. t 4FOJPS%JSFDUPS#BODP4PM-B1B[#PMJWJB t 4FOJPS%JSFDUPS5JHHSFT4"-JNB1FSV t 4FOJPS%JSFDUPS$POFDUÈ4"4BO4BMWBEPS&M Salvador. t %JSFDUPS(BNFTB"SFRVJQB1FSV t %FQVUZ$IBJSNBOPGUIF#PBSE'VOEBEFT-JNB Peru. t 4FOJPS%JSFDUPS4UFFSJOH$PVODJM(SVQP"$1-JNB Peru. t $IBJSNBOPGUIF#PBSE"QSFOEB4"-JNB1FSV t "MUFSOBUF%JSFDUPS.JCBODP-JNB1FSV t %FQVUZ$IBJSNBOPGUIF#PBSE4PNPT&NQSFTB4" Lima, Peru. t 4FOJPS%JSFDUPS4UFFSJOH$PVODJM"DDJØO Comunitaria del Perú. Lima, Peru. t "MUFSOBUF$PVOTFMPS'PSKBEPSFTEF/FHPDJPT4" Mexico City, Mexico. t $IBJSNBOPGUIF#PBSE.JOFSB"OEJOBEF Exploraciones S.A.A. Lima, Peru. t $IBJSNBOPGUIF#PBSE1FSVBOBEF&OFSHÓB4"" Lima, Peru. t "TPDJBUFUPUIF*OTUJUVUPEF*OHFOJFSPTEF.JOBTEFM Perú. Lima, Peru. t %JSFDUPS*ONPCJMJBSJB&'*"4"-JNB1FSV t $IBJSNBOPGUIF#PBSE3FOPWBCMFTEFMPT"OEFT S.A.C. Lima, Peru. Studies t #VTJOFTT.BOBHFNFOU(FPSHFUPXO6OJWFSTJUZ Washington DC, USA. t .BTUFST%FHSFF-BUJO"NFSJDBO4UVEJFT&DPOPNJD Development, Georgetown University. Washington DC, USA. t 4FOJPS.BOBHFNFOU1SPHSBN1"%6OJWFSTJEBEEF Piura. Lima, Peru. Studies t .JOJOH&OHJOFFSJOH.JDIJHBO5FDIOPMPHJDBM University. Michigan, USA. 203 ANNUAL REPORT 2011 LUIS AUGUSTO DUCASSI WIESE t 4FOJPS%JSFDUPS4UFFSJOH$PVODJM(SVQP"$1-JNB Peru. t 4FOJPS%JSFDUPS4FDVSB$PSSFEPSFTEF4FHVSPT4" Lima, Peru. t 4FOJPS%JSFDUPS"QSFOEB4"-JNB1FSV t 4FOJPS%JSFDUPS4UFFSJOH$PVODJM"DDJØO Comunitaria del Perú. Lima, Peru. t $IBJSNBO4UFFSJOH$PVODJM*OTUJUVUP1FSVBOPEF 'PNFOUP&EVDBUJWP*1'& -JNB1FSV t %JSFDUPS"Z'8JFTF4"-JNB1FSV t %JSFDUPS"HSPFNQBRVFT4"-JNB1FSV t "ENJOJTUSBUJPO$PVODJM.FNCFS'VOEBDJØO Augusto N. Wiese. Lima, Peru. t %JSFDUPS)PMEJOH1MB[B-JNB1FSV t %JSFDUPS/FHPDJPTF*ONVFCMFT4"-JNB1FSV Studies t 1SPGFTTJPOBMEFHSFF-BX6OJWFSTJEBEEF%FVTUP Bilbao, Spain. 204 ÓSCAR JOSÉ RIVERA RIVERA t 4FOJPS%JSFDUPS4UFFSJOH$PVODJM(SVQP"$1-JNB Peru. t $IBJSNBOPGUIF#PBSE.JCBODP-JNB1FSV t 4FOJPS%JSFDUPS"QSFOEB4"-JNB1FSV t 4FOJPS%JSFDUPS4UFFSJOH$PVODJM"DDJØO Comunitaria del Perú. Lima, Peru. t $IBJSNBO1FSVWJBO#BOL"TTPDJBUJPO"4#"/$ Lima, Peru. t %JSFDUPSBOE.FNCFSPGUIF&YFDVUJWF$PVODJM National Confederation of Busines Organizations $0/'*&1 -JNB1FSV t %JSFDUPS"SRVJUFDUVSBZ%JTF×P/FP"SUF4"-JNB Peru. t $IBJSNBOPGUIF#PBSE*OTUJUVUPEF'PSNBDJØO #BODBSJB*'# -JNB1FSV t $IBJSNBOPGUIF#PBSE-BUJO"NFSJDBO#BOL 'FEFSBUJPO'&-"#"/ #PHPUB$PMPNCJB Studies t #VTJOFTT.BOBHFNFOU6OJWFSTJEBEEFM1BDÓmDP Lima, Peru. STEERING COUNCIL STEERING COUNCIL AND SENIOR MANAGEMENT RENZO LERCARI CARBONE t 4FOJPS%JSFDUPS4UFFSJOH$PVODJM(SVQP"$1-JNB Peru. t $IBJSNBOPGUIF#PBSE"$17JWFODJB4"-JNB1FSV t 4FOJPS%JSFDUPS1BOFDPOT2VJUP&DVBEPS t 4FOJPS%JSFDUPS4PNPT&NQSFTB4"-JNB1FSV t %JSFDUPSBOE(FOFSBM.BOBHFS(SJGPTB4"$-JNB Peru. t %JSFDUPS.BOBHFS.BLB4"$-JNB1FSV Studies t 1SPGFTTJPOBMEFHSFF#VTJOFTT.BOBHFNFOU Universidad de Lima. Peru. MARIANA GRACIELA RODRÍGUEZ RISCO t 4FOJPS%JSFDUPS4UFFSJOH$PVODJM(SVQP"$1-JNB1FSV t $IBJSXPNBOPGUIF#PBSE$4$*OOPW"DDJØO4"-JNB Peru. t 4FOJPS%JSFDUPS4UFFSJOH$PVODJM"DDJØO$PNVOJUBSJB del Perú. Lima, Peru. t $IBJSXPNBO-BVSFBUF1FSÞ-JNB1FSV Studies t #TD$JWJM&OHJOFFSJOH6OJWFSTJEBEEF.JTTPVSJ3PMMB Missouri, USA. t .BTUFS#VTJOFTT"ENJOJTUSBUJPO#PTUPO6OJWFSTJUZ Massachusetts, USA. 205 ANNUAL REPORT 2011 MANAGEMENT LUIS ALBERTO OVALLE GATES ALFREDO ENRIQUE DANCOURT IRIARTE GENERAL MANAGER CORPORATE MANAGER, CONTROLLERSHIP t (FOFSBM.BOBHFS(SVQP"$1-JNB1FSV t 4FOJPS%JSFDUPS.JCBODP-JNB1FSV t $IBJSNBO4UFFSJOH$PVODJM'PSKBEPSFTEF/FHPDJPT Mexico City, Mexico. t (FOFSBM.BOBHFS"DDJØO$PNVOJUBSJB-JNB1FSV t "MUFSOBUF%JSFDUPS"$17JWFODJB4"-JNB1FSV t "MUFSOBUF%JSFDUPS4PNPT&NQSFTB-JNB1FSV t 4FOJPS%JSFDUPS*OWJFSUB-JNB1FSV t 4FOJPS%JSFDUPS5JHHSFT4"-JNB1FSV t "MUFSOBUF%JSFDUPS$POFDUB$FOUSPEF$POUBDUP4" Lima, Peru. t "MUFSOBUF%JSFDUPS$4$*OOPW"DDJØO4"-JNB1FSV t "MUFSOBUF%JSFDUPS"QSFOEB4"-JNB1FSÞ t 4FOJPS%JSFDUPS.JDSPmO.POUFWJEFP6SVHVBZ t %JSFDUPSBOE0XOFS4PDJFEBEEF"IPSSPZ$SÏEJUP Apoyo Integral. San Salvador, El Salvador. t "MUFSOBUF%JSFDUPS$POFDUÈ4BO4BMWBEPS&M4BMWBEPS t %JSFDUPSBOE0XOFS"QPZP*OUFHSBM(VBUFNBMB Guatemala City, Guatemala. Studies t "DDPVOUJOH6OJWFSTJEBE4BO.BSUÓOEF1PSSFT-JNB Peru. t 4FOJPS.BOBHFNFOUBOE$POUJOVJUZ6OJWFSTJEBEEF Piura. Lima, Peru. 206 t $PSQPSBUF.BOBHFS$POUSPMMFSTIJQ(SVQP"$1 Lima, Peru. t (FOFSBM.BOBHFS*OWJFSUB-JNB1FSV t 4FOJPS%JSFDUPS4FDVSB-JNB1FSV t "MUFSOBUF%JSFDUPS"$17JWFODJB4"-JNB1FSV t "MUFSOBUF%JSFDUPS$4$*OOPW"DDJØO4"-JNB1FSV t "MUFSOBUF%JSFDUPS4PNPT&NQSFTB4"-JNB1FSV t"MUFSOBUF%JSFDUPS5JHHSFT4"-JNB1FSV t "MUFSOBUF%JSFDUPS"QSFOEB4"-JNB1FSV t "MUFSOBUF%JSFDUPS$POFDUB$FOUSPEF$POUBDUP4" Lima, Peru. t "MUFSOBUF%JSFDUPS$POFDUÈ4BO4BMWBEPS&M Salvador. t "MUFSOBUF%JSFDUPS.JDSPmO.POUFWJEFP6SVHVBZ t "MUFSOBUF%JSFDUPS#BODP4PM-B1B[#PMJWJB t "MUFSOBUF%JSFDUPS1BOFDPOT2VJUP&DVBEPS Studies t &DPOPNJDT6OJWFSTJEBEEF-JNB-JNB1FSV t 4FOJPS.BOBHFNFOU1SPHSBN1"%6OJWFSTJEBEEF Piura. Lima, Peru. t &YUFOTJPO$PVSTFT&TDVFMBEF"ENJOJTUSBDJØOEF /FHPDJPTQBSB(SBEVBEPT&4"/ -JNB1FSV STEERING COUNCIL STEERING COUNCIL AND SENIOR MANAGEMENT JESÚS MARCELINO FERREYRA FERNÁNDEZ HÉCTOR MARCELO ANTONIO ESCOBAR FLORES CORPORATE MANAGER, INNOVATION AND DEVELOPMENT CORPORATE MANAGER, BUSINESS t $PSQPSBUF.BOBHFS*OOPWBUJPOBOE%FWFMPQNFOU Grupo ACP. Lima, Peru. t 4FOJPS%JSFDUPS$4$*OOPW"DDJØO4"-JNB1FSV t "MUFSOBUF%JSFDUPS"$17JWFODJB4"-JNB1FSV t "MUFSOBUF%JSFDUPS$POFDUB$FOUSPEF$POUBDUP4" Lima, Peru. t "MUFSOBUF%JSFDUPS"QSFOEB4"-JNB1FSV t "MUFSOBUF%JSFDUPS&NQSFOEB#VFOPT"JSFT"SHFOUJOB t "MUFSOBUF%JSFDUPS.JDSPmO.POUFWJEFP6SVHVBZ t "MUFSOBUF%JSFDUPS#BODP4PM-B1B[#PMJWJB t "MUFSOBUF%JSFDUPS'JOBODJFSB&M$PNFSDJP"TVODJØO Paraguay. t "MUFSOBUF%JSFDUPS"QPZP*OUFHSBM(VBUFNBMB$JVEBEEF Guatemala, Guatemala. t "MUFSOBUF%JSFDUPS"QPZP*OUFHSBM4BO4BMWBEPS&M4BMWBEPS t "MUFSOBUF$PVOTFMPS'PSKBEPSFTEF/FHPDJPT4".ÏYJDP D.F., México. t "MUFSOBUF%JSFDUPS5JHHSFT4"-JNB1FSV t 4FOJPS%JSFDUPS*OWJFSUB4"-JNB1FSV t "MUFSOBUF%JSFDUPS4PNPT&NQSFTB-JNB1FSV t $PSQPSBUF.BOBHFS#VTJOFTT(SVQP"$1-JNB Peru. t "MUFSOBUF%JSFDUPS"QSFOEB-JNB1FSV t "MUFSOBUF%JSFDUPS4PNPT&NQSFTB-JNB1FSV t 4FOJPS%JSFDUPS$4$*OOPW"DDJØO4"-JNB1FSV t 4FOJPS%JSFDUPS"$17JWFODJB4"-JNB1FSV t 4FOJPS%JSFDUPS*OWJFSUB4"-JNB1FSV t 4FOJPS%JSFDUPS.JDSPmO.POUFWJEFP6SVHVBZ t "MUFSOBUF%JSFDUPS4"$"QPZP*OUFHSBM4BO Salvador, El Salvador. t 4FOJPS%JSFDUPS"QPZP*OUFHSBM(VBUFNBMB Guatemala City, Guatemala. Studies t .TD1VCMJD.BOBHFNFOUBOE1PMJDZo)BSWBSE Institute for International Development / Universidad Católica Boliviana.La Paz, Bolivia. t 1SPGFTTJPOBM%FHSFF#VTJOFTT.BOBHFNFOU Instituto Tecnológico y de Estudios Superiores de Monterrey. Nuevo León, Mexico. Studies t &DPOPNJDT6OJWFSTJEBE'FEFSJDP7JMMBSSFBM-JNB1FSV t .BTUFST%FHSFF#VTJOFTT"ENJOJTUSBUJPO6OJWFSTJEBE del Pacífico. Lima, Peru. t $&0T.BOBHFNFOU1SPHSBN,FMMPHH4DIPPMPG Management, Evanston. Illinois, USA t 4FOJPS.BOBHFNFOU1SPHSBN1"%6OJWFSTJEBEEF1JVSB Lima, Peru. t .BSLFUJOH(SBEVBUF.BOBHFNFOU4DIPPM&4"/ Lima,Peru. 207 ANNUAL REPORT 2011 LUCIENNE MARIANA FREUNDT- THURNE CLAUX JULIA ISABEL SOBREVILLA PEREA CORPORATE MANAGER, HUMAN TALENT CORPORATE MANAGER, INSTITUTIONAL RELATIONS t $PSQPSBUF.BOBHFS)VNBO5BMFOU(SVQP"$1-JNB Peru. t 4FOJPS%JSFDUPS"QSFOEB4"-JNB1FSV t 4FOJPS%JSFDUPS4PNPT&NQSFTB-JNB1FSV t "MUFSOBUF%JSFDUPS$4$*OOPW"DDJØO4"-JNB1FSV t "MUFSOBUF%JSFDUPS"$17JWFODJB4"-JNB1FSV t "MUFSOBUF%JSFDUPS4FDVSB$PSSFEPSFTEF4FHVSPT4" Lima, Peru. t "MUFSOBUF%JSFDUPS5JHHSFT4"-JNB1FSV t "MUFSOBUF%JSFDUPS$POFDUB$FOUSPEF$POUBDUP4" Lima, Peru. t "MUFSOBUF%JSFDUPS*OWJFSUB4"-JNB1FSV t $PSQPSBUF.BOBHFS*OTUJUVUJPOBM3FMBUJPOT(SVQP ACP. Lima, Peru. t "MUFSOBUF%JSFDUPS"QSFOEB4"-JNB1FSV t "MUFSOBUF%JSFDUPS4PNPT&NQSFTB-JNB1FSV t "MUFSOBUF%JSFDUPS$4$*OOPW"DDJØO4"-JNB1FSV t "MUFSOBUF%JSFDUPS"$17JWFODJB4"-JNB1FSV t "MUFSOBUF%JSFDUPS4FDVSB$PSSFEPSFTEF4FHVSPT S.A. Lima, Peru. t "MUFSOBUF%JSFDUPS5JHHSFT4"-JNB1FSV t "MUFSOBUF%JSFDUPS$POFDUB$FOUSPEF$POUBDUP4" Lima, Peru. t "MUFSOBUF%JSFDUPS*OWJFSUB4"-JNB1FSÞ Studies t $MJOJDBM1TZDIPMPHZ1POUJmDJB6OJWFSTJEBE$BUØMJDBEFM Perú. Lima, Peru. t $POUJOVFE&EVDBUJPO(FPSHF8BTIJOHUPO6OJWFSTJUZ Washington D.C., USA. t %JQMPNB-FBSOJOH%JöDVMUJFT6OJWFSTJEBEEFMB Habana. Cuba. t .BOBHFNFOUBOE-FBEFSTIJQ1SPHSBN1%- 6OJWFSTJEBE1FSVBOBEF$JFODJBT"QMJDBEBT61$ Lima, Peru. Studies t #"-JOHVJTUJDTBOE-JUFSBUVSF1POUJmDJB6OJWFSTJEBE Católica del Perú. Lima, Peru. t .BTUFS$PNNVOJDBUJPOT4UBOGPSE6OJWFSTJUZ California, USA. PABLO GUILLERMO JHERY ALONSO CORPORATE AUDITOR t $PSQPSBUF"VEJUPS(SVQP"$1-JNB1FSV Studies t #VTJOFTT.BOBHFS6OJWFSTJEBEEF-JNB-JNB1FSV Master, Business Administration, Business Economics Concentration. INCAE. San Jose, Costa Rica. 208 GENERAL INFORMATION Name Headquarters 5FMFQIPOF 'BY RUC E-mail Web page GRUPO ACP Av. Domingo Orué No.165, 5to. piso. Surquillo, Lima 34, Peru. 20137777305 [email protected] www.grupoacp.com.pe INCORPORATION AND REGISTRATION (SVQP"$1PSJHJOBMMZ"DDJØO$PNVOJUBSJBEFM1FSÞ XBTFTUBCMJTIFE in Lima on January 13, 1969 by virtue of a Public Deed registered before Notary Public in and for Lima, Ricardo Ortiz de Zevallos. The association is registered under Electronic Docket 11011855 of the Company and Associations Registry, at the Public Registry of Lima, Peru. CORPORATE OBJECTIVE Non profit civil association. International Standard Industrial Classification 91993. TERM Indefinite. EQUITY "TPG%FDFNCFS 64NJMMJPOJOEJWJEVBM 209 ANNUAL REPORT 2011 Impreso en Cyclus Print Matt, papel fabricado con 100% fibras recicladas, libres de cloro y blanqueadores ópticos, certificadas por NAPM (National Association of Paper Merchants). Ha sido elaborado además con Bio Energía (energía no contaminante) y está certificado por Ecoflower y Blue Angel que identifican productos hechos bajo el manejo medio ambientalmente apropiado, con responsabilidad social y economicamente viable de los recursos. Los beneficios por el uso de papel 100% fibra reciclada se refleja en un menor impacto al ecosistema, equivalente a: 562 kg. de residuos sólidos no generados 215 kg. de gases de efecto invernadero evitados 2,155 km que se evitaron sean recorridos en auto 15,441 lt. de agua no consumida 2,709 kWh de energía no consumida 912 kg. de fibra de árboles no usada NAPM (National Association of Paper Merchants) Licence DK/11/1 (Flower) RAL UZ-1(Blue Angel) OTRAS CERTIFICACIONES : Licence 544.021 ISO 900 EMAS, ISO 1400 DIN 673 EN 71-3 210 Nordic Swan Quality management EU environmental management/certification scheme Archive properties, LDK class 24-85 (> 200/g years) Safety of toys, migration of certain elements