management report and annual accounts of the
Transcription
management report and annual accounts of the
MANAGEMENT REPORT AND ANNUAL ACCOUNTS OF THE CAIXA CATALUNYA GROUP - 2008 - MANAGEMENT REPORT OF THE CAIXA CATALUNYA GROUP - 2008 - Economic backdrop The international economy has deteriorated significantly during 2008 as a result of the worsening financial crisis and its impact on the general economy. The crisis has hit developed nations the hardest, with many of their economies entering a recession during the second half of the year, while emerging economies have also experienced a notable downturn as a result of capital flows stopping and the drop in world trade. Financial distortions have accentuated during the year, reaching a peak in September with the bankruptcy of the investment bank Lehman Brothers. Global markets ground to a halt and at this point, a series of rescue packages were developed to resuscitate the financial sector in the US and Europe. The recession and increase in unemployment has given rise to an increase in defaults on loan repayments, worsening the problems of liquidity and solvency of financial institutions. Risk premiums in the interbank markets reached a high in October, coinciding with the most critical phase of the financial crisis. Although the extraordinary measures taken to normalise market operations and restore confidence have led to risk premiums gradually falling, they still remained abnormally high at year end. Against the backdrop of a financial and economic crisis, the sharp decrease in raw material prices as a result of a drop in global demand has resulted in a rapid drop in inflation rates. In this context, monetary authorities have reacted decisively by making historic interest rate cuts. The US Federal Reserve has carried out a series of reductions in the intervention rate from 4.25% at the start of the year to the current rate of 0.0%-0.25%, while the European Central Bank did not start cutting rates until October, whereby the intervention rate fell from 4.25% in September to 2.50% at year end. This more adverse situation has led to a widespread decrease in the main floating-rate security indexes of reference in the market due to the high degree of uncertainty and overall downturn in company profits. The Ibex-35 Index has fallen by approximately 40% during the year, while the EURO STOXX Index has contracted by 44%. In addition, the Spanish real-estate market has experienced a significant downturn during the year in terms of both its activity (with decreases of approximately 40% in the number of dwelling being constructed) and prices (which started to fall during the second quarter in the case of freeholdings). The notable decline in the prospects of an increase in prices due to worsening employment levels and the minimum prices reached due to poor consumer confidence underlie this change. Earnings Caixa Catalunya’s results in 2008 reflect this economic downturn and its commitment to tackle the challenges faced by adopting highly prudent criteria. The Group’s profit is therefore down by 60.3% on that generated in 2007 and stands at 193.7 million euros. This drop in results is set in the context of a satisfactory rise in the interest margin and net commissions, contrasted by high levels of provisions in order to start 2009 with the maximum level of generic provisions established by the Bank of Spain, following prudent criteria and taking into consideration the possible effects of the current economic crisis. The interest margin has risen by 4.9% to 897.4 million euros. This increase has been possible despite a certain reduction in assets managed, which were down 6.7% at the end of 2008, because of the strategic decision made to gradually abandon wholesale operations that offer the Group a lower margin. The improved interest margin and a lower volume of assets has given rise to a significant increase of up to 10 basis points in this margin as a percentage of average total assets during the year. Net commissions have also risen sharply by 8.5%, despite the drop in mutual fund activity. Gains on financial assets and exchange gains have also risen, reaching 69.5 million euros at year end. In contrast, the results of entities accounted for using the equity method has declined from income of 25.1 million euros in 2007 to losses of 66.0 million euros at year end. A major part of this balance is due to real-estate companies, which have been affected by the downturn in this sector. The gross margin has therefore fall slightly by 2.0% compared to 2007. Other noteworthy captions include administrative expenses, with clear restrictions being made during the year permitting a rise of only 3% by year end. This moderate rise is partly due to completing the expansion of the branch network during the first few months of the 2008, and also to the cost cutting plans implemented during the year. 3 Impairment losses on financial assets amounted to 771.0 million euros and are up 119.9%. In this regard, it should be emphasised that the Group has adopted stringent prudent criteria and therefore, generic provisions stand at the maximum limit established by the Bank of Spain, i.e. 125% of weighted risk. Gains on the sale of non-current assets not classified as discontinued operations amount to 515.4 million, euros a considerable part of which comprises the gain on the sale of Abertis, SA. In 2007, gains of 306.2 million euros were most noteworthy, which were classified as gains on the sale of assets not classified as non-current assets held for sale, arising from the sale of Riofisa, SA. This has given rise to profit before tax of 204.8 million euros. Balance sheet Assets have amounted to 63,627 million euros, down 6.7% on 2007. This reduction is basically explained by the lower volume of trading and operations with credit institutions, while items most closely related with customer operations have increased in relative terms. Customer loans on the balance sheet have amounted to 51,638 million euros, 0.3% less that at the 2007 year end. Lending remains focused on secured loans, which advanced 3.6% to 34,925 million euros. Meanwhile, trade loan and finance lease operations fell. By sectors, public sector and private sector nonresident loans remained strong, with increases of 30%, while private sector resident loans dropped slightly by 1.8%. The volume of securitised loans, which are recognised off the balance sheet in accordance with prevailing accounting standards, rose to 676 million euros. Customer funds on the balance sheet fell by 4.5% to 48,195 million euros. A considerable part of this decrease is due to the lower volume of marketable debt securities, which has dropped by 14.1% during the year, reflecting both lower financing requirements due to the progressive decline in loans to customers, and the difficulties faced in placing new fixed-rate issues on markets. In contrast, customer deposits, representing the majority of customer funds, have increased slightly by 1.1% during the year to 26,548 million euros. This caption includes term savings products which have risen especially rapidly during 2008. Meanwhile, subordinated liabilities have increased by 21.2% subsequent to the launch of a new issue and the withdrawal of two existing issues, whereby the final balance has risen by 290 million euros. The most significant movements in off-balance sheet items have been the 25.5% reduction in mutual funds and customer portfolios, and the 18.2% decline in pension plans, which on the whole, reflect the problems faced in the financial markets during 2008. The most significant items in the investment portfolio classified under available-for-sale assets are the 1.63% stake in Repsol-YPF, the 3.03% stake in Gas Natural SDG, and the 0.18% stake in Abertis. Investments in jointly-controlled entities comprise the 20% stake in Cedinsa Concesionaria and the 7.76% stake in Applus Servicios Tecnológicos through Volja Plus. Expansion and workforce Throughout 2008, the branch network has been expanded by 11 branches (due to the combination of 12 openings in growth areas and the closure of one branch in Catalonia), which completes the expansion plan designed at the end of 2005 to boost the Entity's presence in the autonomous regions regarded as priority growth markets. The Caixa Catalunya branch network currently consists of 1,203 branches. As a result of completing this expansion plan, Caixa Catalunya has achieved a considerable presence outside its autonomous region of origin, with a total of 451 branches (450 in other autonomous regions and one in France) accounting for 37.5% of the entire branch network. This expansion plan has also involved increasing the workforce, which includes employees of whollyowned subsidiaries, to 7,094 employees at the end of 2008, 33 more than in 2007. Risk management With the exception of the mortgage loans granted to Spanish households and consumer loans, Caixa Catalunya’s risk is not significantly concentrated. In June 2008, the Bank of Spain approved the Entity’s advanced credit risk model and its use in calculating capital requirements. Structures have been adapted to the approach of the new Capital Adequacy Framework for remaining operational and market risks. Price risk is affected by equity and commodity trading positions. A daily control is set up for this type of risk, which forms part of the communication between the Risks Division and the Treasury and Market Capitals Division regarding positions assumed in its trading activity. 4 Liquidity risk is managed from a dual perspective: operating liquidity, managed by the Treasury and Capital Markets Division, and structural liquidity, managed by the Entity’s Management through the Assets and Liabilities Committee. In June 2008, the Board of Directors approved the Entity’s Liquidity Control and Management Policies which facilitate identifying short- and medium-term liquidity problems. Market interest rate risk is mainly associated with the acquisition of fixed-rate securities included in the available-for-sale, held-for-trading and held-to-maturity portfolios and with Caixa Catalunya’s loans and receivables portfolio and its fixed-rate financing. Structural balance sheet interest rate risk is when changes in the structure of the market rate curve affect rate sensitive assets and liabilities with differing maturities and therefore, impact on their economic value and associated interest margin. Operational risk management is strategic at Caixa Catalunya as it directly affects value creation through earnings and indirectly affects the Entity’s reputation and the confidence placed in it by social agents, regulators, customers and the general public. During 2008, Caixa Catalunya has continued to work on an advanced model capable of meeting the expectations of supervisory bodies and the challenges faced in the Entity’s operations. Caixa Catalunya actively manages all price, credit, liquidity and cash flow risks associated with its activities. Related operations In accordance with Circular 1/2008 of the Spanish National Securities Market Commission and Royal Decree 1362/2007 of 19 October, this management report does not disclose information on related parties stipulated in Article 15 of the aforementioned Royal Decree, as this information is disclosed in the notes to the Caixa Catalunya Group’s consolidated annual accounts at 31 December 2008. Environment In addition to the considerable work carried out through the Community Projects described below and as part of Caixa Catalunya’s commitment to Corporate Social Responsibility and continued efforts in the area of environmental sustainability, measures have been taken over time to reduce energy consumption and use of natural resources in day-to-day operations. During 2008, an internal release has been distributed to fortify the workforce’s commitment to creating a more environmentally responsible entity and specific steps have been taken in this area, the most noteworthy being to develop the green correspondence service. Community Projects Caixa Catalunya’s Board of Directors agreed in its meeting on 17 June to start legal procedures to integrate the Territori i Paisatge, Un Sol Món and Viure i Conviure Foundations into the Caixa Catalunya Foundation. By creating a single foundation, Caixa Catalunya's Community Projects program can reorientate and focus its activities in a more dynamic and flexible manner and, overall, better adapt its work to areas which are considered priorities. In this regard, Caixa Catalunya’s Community Projects program is currently focused on five specialised areas of activity (culture, landscape and the environment, social care, social inclusion, and R&D&I), which have been selected based on society's needs and cover practically all new social requirements. Within the area of culture, three major exhibitions have been arranged: “Zoran Music: From Dachau to th th Venice”, “Ukiyo-e: Japanese Prints of the 18 and 19 Centuries” and “Ródtxenko: The Construction of the Future”. In addition, the program of travelling exhibitions “Atapuerca and Human Evolution” (which has visited Cordoba, Valladolid and Huesca) and “Trapped in the Ice” (which has been presented in Barcelona, Zaragoza, Castellón, Alicante and Logroño) has continued. In the area of landscape and the environment, environmental educational activities have continued in the Entity’s own spaces, for example, the “Climate Change: Questions and Answers" exhibition has visited Valencia, Murcia and Seville during the year. Meanwhile, environmental conservation projects have included forest improvement and management work on the Alinyà Mountain, the creation of a self-guided route around the Puerto de Arnes, and work to restore the Fraguerau Gorge. 24 areas are owned extending to 7,834 hectares, while a further 114 areas of exceptional natural value are under stewardship, covering a surface area of 144 thousand hectares. 5 Social inclusion activities during 2008 have included the granting of 186 microcredits, the total balance of which stands at 4.9 million at 31 December. The cooperation program to promote microfinancing in Mediterranean, Sub-Saharan African and Latin American countries has also continued with actions to provide direct support to the microfinance institutions in these countries. During 2008 the 2008 Social Inclusion Report has also been published and new entities have been incorporated into the Social Inclusion Housing Network made up of non-profitmaking organisations that manage sheltered accommodation for groups of people at risk of social exclusion. Finally, the programs aimed at helping disadvantaged people join the job market and fund job creation should also be mentioned, as well as the continuation of the Capital Inclusion Program providing financing and support to social companies which work to eliminate all types of exclusion. In the area of social care, work has continued to develop the network of facilities specialising in the care of people with serious cognitive and mental disorders. This program is conducted in close collaboration with the Department of Health and Department of Social Action and Citizenship of the Generalitat de Catalunya and local health authorities and offers 700 places. During the year, awareness programs have been conducted to promote healthy lifestyles among young people in relation to cannabis usage, alcohol consumption prevention, and eating disorders, while the “Virtual Safety” road safety project has concluded. The work performed in the Caixa Catalunya Sant Jordi Clubs should also be highlighted. These Clubs comprise meeting places for older people to share experiences and grown as individuals, encouraging their overall development as active members of the society in which they live. Currently, the Entity has 47 Clubs in Catalonia, which have organised 1,885 activities during 2008, attended by approximately 120,000 people. The scope of activities in the area of R&D&I has been widened to strengthen research, technological development, innovation and technological modernisation. The most noteworthy activities have been the first Caixa Catalunya Young People and Science Program, through which 50 scientifically-talented boys and girls have taken part in the E2C3 program (Caixa Catalunya Science Summer Workshops). Another important area of work has been the collaboration with the Barcelona Science Park and has basically involved the expansion of facilities, support to the specialised scientific services unit, promotional activities geared towards the scientific community, and support to activities to promote science culture. Caixa Catalunya has contributed funds of 66.4 million euros through its Community Projects which, combined with the foundations’ own funds, meant that a total of 82.1 million euros has been distributed by the Community Projects as follows: 13.0 million euros for social inclusion, 12.5 million euros for culture, 10.8 million for social care, 7.2 million euros for landscape and the environment, and 1.7 million euros for R&D&I programs. Of the remainder, 11.6 million euros were devoted to granting aid to other entities and institutions to undertake social initiatives and 25.3 million euros to acquire and maintain the Community Projects’ own property. 2009 guidance At a macroeconomic level, all forecasts for 2009 indicate a deep recession in the Spanish and Catalan economies, especially during the first part of the year. This could give rise to stagnation or even a slight contraction in the amount of financing extended to businesses and households, while the rate of savings is forecast to improve somewhat, possibly resulting in an increase in measures to capture customer funds. Consequently, it is forecast that customer funds will rise by approximately 7% during 2009, with balance sheet items being of particularly note, especially demand and term deposits. In addition to more traditional savings products, it is forecast that funds will be attracted through the issuance of fixed-rate securities, which Caixa Catalunya plans to launch through the program of guarantees issued by the Spanish government. The rate of growth of loans and receivables is forecast to be low, both in terms of mortgage loans and business sector financing, due to the sharp fall in investments in both production and construction. No material non-recurring capital gains are forecast, while net profit is forecast to level off. Low interest rates will have a negative impact on the interest margin due to the reduced differential between the interest rates on sources of financing offered and market interest rates. The decrease in the interest margin will impact on the gross margin, since it is not forecast that significant increases in net commissions or trading income will be achieved. It is estimated that operating expenses will be curbed to a certain extent now that the expansion process started in previous years has finalised. Specific provisions for loan losses are expected to be increased to cover the forecast rise in arrears. Part of these provisions will be charged to the generic provisions made, which at the 2008 year end, were at the maximum level stipulated by the Bank of Spain. 6 CAIXA CATALUNYA’S ANNUAL CORPORATE GOVERNANCE REPORT A A.1. STRUCTURE AND OPERATION OF THE GOVERNING BODIES GENERAL ASSEMBLY A.1.1. Identify the members of the General Assembly and indicate the group to which each General Board Member belongs: See Addenda. A.1.2. Indicate the composition of the General Assembly broken down into member groups: Group to which the member belongs MUNICIPAL CORPORATIONS ACCOUNTHOLDERS FOUNDING INSTITUTIONS OR PERSONS EMPLOYEES FOUNDING CORPORATION Total A.1.3. Number of General Board Members 26 60 0 20 55 161 % of total 16.149 37.267 0.000 12.422 34.161 100.000 Describe the functions of the General Assembly: The General Assembly is the highest governing body of Caixa Catalunya. Its members are called General Board Members and their role is to ensure the integrity of the Institution’s assets, safeguard the interests of its ACCOUNTHOLDERS and customers, meet the corporate aims of the Institution and set down guidelines for action. In addition to general governing powers, the General Assembly has the special and exclusive authority to: - Appoint members of the Board of Directors and the Control Committee. - Confirm the appointment of the Director General. - Evaluate the reasons for removal and recall of members of the governing bodies and make decisions in this regard, before the end of the latter’s term. - Study the reasons for termination of office of the Director General and ratify this, if required. - Approve and modify the Articles and Regulations of the electoral system for members of the governing bodies. - Wind up and dissolve the Institution, and authorize its merger with others, or any other decision affecting its nature. - Define the general lines of the Institution’s annual plan of action. - Approve the management of the Board of Directors, the Annual Report, Balance Sheet and Profit and Loss Account, and use the latter for the ends of the Institution. - Approve the management of Social Work, their annual budgets and settlement of the latter. - Appoint the external auditors of the Institution. - Deal with any matter submitted for the consideration of the governing bodies with the authority to do so. A.1.4. Indicate whether the General Assembly is subject to any regulations. If this is the case, describe the contents of this regulation: YES NO See Addenda. 7 X A.1.5. Indicate the rules of the system for the election, appointment, acceptance and recall of General Board Members: The procedure regulating the elections and appointment of members of the governing bodies is governed by Catalan Legislative Decree 1/2008 dated 11 March and Catalan Decree 164/2008 dated 26 August. Of the 160 members of the General Assembly, 60 General Board Members representing ACCOUNTHOLDERS are elected from delegates appointed by competition before a notary from among the customers meeting the conditions established in Article 25 of the Institution’s Articles of Association. The 55 representatives of the FOUNDING CORPORATION (the Diputació – Provincial Government of Barcelona) are designated directly by the latter. Of the General Board Members, 25 represent the District Councils and other Local Corporations, appointed directly by the corporations with this right. Lastly, the 20 Employee representatives are voted directly by the Institution from among staff of the same with open-ended contracts, as established in the corresponding regulation. General Board Members must meet the following conditions and requisites: be an individual of legal age and address in the area of activity of Caixa Catalunya; not be legally incapacitated or affected by the incompatibilities indicated in Article 26 of the Institution’s Articles, and meet the requirements for respect of trading and professional activity. General Board Members are elected for six years, but may carry on if they meet the necessary requirements, so long as the total duration of the term does not exceed 12 years. Half of the General Board Members of each representative group are renewed every three years, taking into account the proportionality between them in the General Assembly. The appointment of General Board Members is irrevocable until the end of the term for which the members of the governing bodies were appointed, except in the cases of termination of the latter indicated in Article 28 of the Institution’s Articles. Acceptance of the position is by letter of acceptance in which the Board Member states that none of the incompatibilities indicated in Article 26 of the Institution’s Articles apply to him/her. At the end of the term for which they were appointed, General Board Members cease in office, without prejudice to the possibility of their re-election as established in the Articles. Moreover, Board Members may also cease in office through: resignation or death; legal incapacity; inability to meet any of the requirements for eligibility; application of any of the causes of incompatibility or ineligibility regulated in the Articles or in legal regulations; continued absence; agreement to remove such member adopted with good reason by the General Assembly; repeated breach of monetary obligations with the Institution and, for Board Members representing staff, through retirement or ceasing to form part of the workforce for any other reason, or definitive sanction in the Institution's disciplinary proceedings. A.1.6. Indicate the regulations for the constitution and quorum of attendance of the General Assembly: To be considered valid, the General Assembly must be attended by the majority of members at the first meeting. Constitution of the second meeting is deemed valid regardless of the number of members in attendance. To debate and adopt agreements on the removal or recall of members of the governing bodies, amend the Articles and Regulations, or for the liquidation or merger of the Institution with others, two thirds of the members with voting rights must attend the first meeting, and half plus one of the members with voting rights must attend the second. The General Assembly is presided over by the Chairman of the Institution and the Chairman of the Board acts as Secretary, or these positions are held by those designated in the Articles to substitute them. A.1.7. Explain the system used by the General Assembly for adopting agreements: Each Board Member has one vote. A Board Member cannot be represented by another Board Member or any other party, whether an individual or a company. The Chairman of the General Assembly has the casting vote. General Assembly agreements are reached by a simple majority of votes cast by those present, except for the cases of removal or recall of members of the governing bodies, modification of the Articles and Regulations, or for the liquidation or merger of the Institution with others, in which case 8 the favourable vote of two thirds of those present is required, so long as these represent at least half plus one of its voting members. The favourable vote of at least half plus one of the voting members of the Assembly is required to terminate the office of the Director General. All General Board Members, including dissidents and absent members, are subject to any valid agreements adopted, without prejudice to their right to dissenting vote. Those who vote against or members with dissenting votes, together with those who were absent without just cause, are exempt from liability for the agreements adopted. A.1.8. Explain the rules for calling General Assemblies and describe the events in which General Board Members can call the General Assembly: General Assemblies must be called by the Board of Directors at least fifteen calendar days in advance and the notice must be published at least ten days before the meeting in a widely-distributed newspaper in the geographical area in which Caixa Catalunya operates. It must also be published in the Official Gazette of the Generalitat of Catalonia and the Official State Gazette. General Board Members must be informed of the meeting, along with the date, time, venue of the meeting and agenda, or the date, time and venue in the event of second meetings. General Assemblies may be ordinary or extraordinary. The Ordinary General Assembly is called once a year in the first semester of each calendar year to approve the Annual Report, Balance Sheet and Profit and Loss Accounts of the previous year, the proposal for application of surpluses and allocation of funds to Social Work, and any matters or proposals on the agenda. The Extraordinary General Assembly is called by the Board of Directors whenever it is deemed to be in the interest of the company and at the request of one third of the members of the General Assembly or one third of the members of the Board of Directors or with the agreement of the Control Committee. The request must include the agenda to be dealt with at the Assembly. A.1.9. Indicate the data on attendance of General Assemblies held during the year: Attendance details Date of General Assembly 12-03-2008 24-11-2008 % of actual % distance voters attendance 91.930 0.000 90.680 0.000 Total 92 91 A.1.10. Detail the agreements adopted during the year by the General Assemblies: The Ordinary General Assembly of Caixa Catalunya, called by the Board of Directors in accordance with the Articles, was held on March 12, 2008, and attended by 148 General Board Members. The following agreements were adopted: Approval of the appointment of the General Manager, approval of the Management Report and of the Individual and Consolidated Annual Accounts of 2007, distribution of the surplus, the management of the Board of Directors, the Social Work Annual Report and budget settlement for 2007, and the budget for 2008. The main lines of the Institution’s Plan of Action for 2008 were also approved, the Board was authorized to agree the issue of financial instruments to attract third party funds, and the external auditors for 2008 were appointed. It was also agreed to remove point 39.16 from the Articles. On 24 November 2008, a Caixa Catalunya Extraordinary General Assembly was held after being called under the terms of the Articles by the Board of Directors. It was attended by 146 general members and its purpose was to amend the Articles to comply with new legislation on Catalan savings banks resulting from the requirements of Decree 164/2008, introduced by the Government of Catalonia on 26 August 2008. Pursuant to the Decree, town and city councils will increase their representation on the Caixa Catalunya General Assembly in the local corporations group up to 70% with county councils holding the remaining 30%. A change was also made to the rule for the distribution of general members representing accountholders so that the areas with the greatest number of accountholders will have greater representation. Other points passed concern the system of conflicts of interest for general members. 9 A.1.11. Indicate the information supplied to General Board Members for General Assemblies. Detail the systems in place to facilitate access to this information: During the fifteen calendar days before the Assembly, General Board Members may study the Report, Balance Sheet, Income Statement, the accounting and the budget of the Social Work scheme, the Control Committee report and reports on the audits conducted, together with documentation relating to other business on the agenda at the headquarters of the Institution. The corresponding protocols are made available for study at the offices of the Secretary Department and the governing bodies for the Board members who so request. A.1.12. Describe the internal systems set up to ensure compliance with the agreements adopted by the General Assembly: The Control Committee is a governing body formed by Board Members of the General Assembly. Its purpose is to ensure that the Board of Directors is managed in accordance with the general lines of action indicated by the General Assembly and the corporate aims of the Institution. As part of its supervisory function, the Control Committee: oversees the operation and activity of the Institution's intervening bodies; is aware of external audit reports and the recommendations of the auditors; checks each year's balance sheet and income statement; is aware of the reports of the Community Projects Commission; prepares diverse periodical reports on the activity of the Institution to be submitted to the Department of Economy and Finance of the Generalitat of Catalonia and submits a report on its activity to the General Assembly at least once a year; requires the Chairman to call an extraordinary General Assembly when it deems appropriate; controls the electoral processes of the Assembly and the Board of Directors in conjunction with the Department of Economy and Finance of the Generalitat of Catalonia, and proposes the cancellation of agreements violating current regulations to the Board of Directors and, where necessary, proposes the suspension of these agreements directly to the Department of Economy and Finance. A.1.13. Indicate the address and means of access to corporate government information on your website: http://www.caixacatalunya.es/caixacat/cat/ccpublic/particulars/ccc/ccc_ccc.htm The report on corporate governance is available at the website of Caixa Catalunya (www.caixacatalunya.es), in the ‘Getting to Know Caixa Catalunya’ section, under the ‘Information for Investors’ heading. A.2. Board of Directors A.2.1. Complete the following table with the names of the Board Members: Position on the Board Name NARCÍS SERRA SERRA CHAIRMAN JOAN GÜELL JUAN FIRST VICE-CHAIRMAN ANTONI LLARDÉN CARRATALÀ SECOND VICE-CHAIRMAN JOAN MANEL PLA RIBAS SECRETARY ANTONIA MARÍA SÁNCHEZ BOARD MEMBER MORENO CARME LLOBERA CARBONELL BOARD MEMBER ESTANIS FELIP MONSONÍS BOARD MEMBER FRANCESC IGLESIES SALA BOARD MEMBER FRANCISCO JOSÉ VILLEGAS BOARD MEMBER HERRERO GEMMA LÓPEZ CANOSA BOARD MEMBER GENÍS GARRIGA BACARDÍ BOARD MEMBER JOAN ECHÁNIZ SANS BOARD MEMBER JORDI BERTRAN CASTELLVÍ BOARD MEMBER JOSEP ALONSO ROCA BOARD MEMBER JOSEP BURGAYA RIERA BOARD MEMBER JOSEP ISERN SAUN BOARD MEMBER JOSEP MOLINS CODINA BOARD MEMBER MANUEL MATOSES FORTEA BOARD MEMBER MATIES VIVES MARCH BOARD MEMBER 10 Group represented FOUNDING CORPORATION ACCOUNTHOLDERS MUNICIPAL CORPORATIONS ACCOUNTHOLDERS FOUNDING CORPORATION ACCOUNTHOLDERS MUNICIPAL CORPORATIONS FOUNDING CORPORATION ACCOUNTHOLDERS ACCOUNTHOLDERS EMPLOYEES FOUNDING CORPORATION FOUNDING CORPORATION EMPLOYEES MUNICIPAL CORPORATIONS ACCOUNTHOLDERS FOUNDING CORPORATION ACCOUNTHOLDERS FOUNDING CORPORATION MONTSERRAT ROBUSTÉ CLARAVALLS SARA CARDONA RASO BOARD MEMBER ACCOUNTHOLDERS BOARD MEMBER EMPLOYEES Total 21 Indicate the composition of the Board of Directors, broken down into member groups: Group to which the member belongs MUNICIPAL CORPORATIONS ACCOUNTHOLDERS FOUNDING INSTITUTIONS OR PERSONS EMPLOYEES FOUNDING CORPORATION Total Number of Board members 3 8 0 % of total 14.286 38.095 0.000 3 7 21 14.286 33.333 100.000 Indicate which members left the Board of Directors during the year: Name Leaving date Where applicable, indicate the Board Members who are not General Board Members: Name A.2.2. Briefly describe the functions of the Board of Directors, differentiating between its own functions and those delegated to it by the General Assembly: Own functions: The Board’s own functions are those determined in the Articles of the Institution: - Ensure strict compliance with the Articles. - Calling of the General Assembly. - Submit the Report, Annual Balance Sheet, Profit and Loss Account, and proposed application to the Institution’s aims to the General Assembly for approval, where appropriate. - Submitting proposals to the General Assembly for the appointment and removal or recall of members of the governing bodies. - Delegate part of the functions it deems appropriate to an executive committee, Community Projects committee or other committees, and to appoint the members of the latter, in accordance with the Articles. - Submitting to the General Assembly proposals that are expressly provided for in the Articles and those deemed necessary or appropriate for the correct management and administration of the Institution. - Implement and demand the implementation of General Assembly agreements. - Providing the Control Committee with the necessary information and background for performance of its duty. - Agreeing on the initiation of procedures for appointing General Board Members. - Appointing and removing the Director General. - Appointing committees and commissioning the reports it considers appropriate for a more in-depth study of specific issues. - Delegate the necessary authority to any committee, the Chairman or the Director General, either permanently or for specific cases or instances. - Administrating and managing the Institution's Social Work scheme, without prejudice to the delegation of these functions to the Social Work Committee. In all events, the Board is responsible for creating and abolishing or dissolving charity and/or community projects, whether the Institution's own or those conducted in collaboration with others, and for setting up, merging and/or dissolving foundations. - Agree on the investment of funds, in accordance with the Articles, and to approve regulations, agreements, deeds and other records and documents required to implement the latter. 11 - Proposing the reform of the Articles and regulation of the electoral system for members of governing bodies, and the merger, dissolution or liquidation of the Institution. - Adopt the decisions and conditions deemed necessary for the correct management and administration of the Institution and the interests entrusted to its special care and attention, whenever exceptional or unexpected situations occur. - Proposing the appointment of External Auditors to the General Assembly, and commissioning and being aware of those audits and reports deemed necessary. Functions delegated by the General Assembly: The delegated functions are the direct result of agreements made at the Ordinary General Assembly held on 12.03.08: Authorization was granted to the Board of Directors to agree the issue of financial instruments to attract other funds, subordinated debt, debentures and any other securities. The Assembly approved the granting of authorization to the Board of Directors for the latter to agree issues or programs of issues of company debt, warrants, treasury bonds or bank commercial papers, mortgage bonds or participations, mortgage transfer documents, subordinated debt, debentures and any other type of fixed-income security, under the terms and conditions it deems convenient and in accordance with applicable legislation, so long as the outstanding balance does not exceed the sum of 50,000 million Euros or its equivalent exchange rate value at any one time. Authorisation so that the Board itself can also delegate this authority to the Executive Committee under the conditions referred to above. Authorization was granted to the to Board to delegate the authority to the Director General or Assistant Directors General to reach agreements on issues by determining the particular amounts, terms, characteristics and financial conditions of each issue launched on the market, within the framework of the securities-issue programs currently in force, or those approved by the Board of Directors. The Director General and Assistant Directors General must report on their actions to the Board of Directors and the Executive Committee, whichever is applicable. The powers referred to in this paragraph may be delegated to the General Manager and to the Assistant General Managers without distinction by the Executive Committee as long as the Board of Directors has expressly authorised the same. Authorization to grant whatever guarantees are deemed appropriate for issues or programs of preferential participations and fixed-income securities launched on the market by subsidiaries of Caixa Catalunya, up to an outstanding active balance of 2,500 million euros. And finally the Board was also authorised to delegate this authority to the Executive Committee. List the functions of the Board of Directors that cannot be delegated: Of the functions mentioned above, the following may not be delegated: - Calling of the General Assembly. - Submitting the Report, Annual Balance Sheet, Profit and Loss Account, and proposed application to the Institution’s aims to the General Assembly for approval, where appropriate. - Submitting proposals to the General Assembly for the appointment and removal or recall of members of the governing bodies. - Submitting to the General Assembly proposals that are expressly provided for in the Articles and those deemed necessary or appropriate for the correct management and administration of the Institution. - Providing the Control Committee with the necessary information and background for performance of its duty. - Agreeing on the initiation of procedures for appointing General Board Members. - Appointing and removing the Director General. - Appointing committees and commissioning the reports it considers appropriate for a more in-depth study of specific issues. - Administrating and managing the Institution's Social Work scheme, without prejudice to the delegation of these functions to the Social Work Committee. In all events, the Board is responsible for creating and abolishing or dissolving charity and/or community projects, whether the Institution's own or those conducted in collaboration with others, and for setting up, merging and/or dissolving foundations. - Proposing the reform of the Articles and regulation of the electoral system for members of governing bodies, and the merger, dissolution or liquidation of the Institution. - Proposing the appointment of External Auditors to the General Assembly, and commissioning and being aware of those audits and reports deemed necessary. 12 - Establishing the allowance of members of the governing bodies within the limits fixed by the Department of Economy and Finance of the Generalitat of Catalonia. A.2.3. Describe the functions of the members of the Board of Directors, as indicated in the Institution’s Articles: The functions of the Chairman of the Board are to: call and chair the meetings of bodies over which he presides; determine which issues need to be debated and conduct meetings; sign using the official signature of the Institution; ensure that applicable legal requirements are met; represent the Institution formally before external bodies, and adhere to and ensure adherence to agreements adopted by the governing bodies. The function of the first and second Vice-chairman is to substitute, in this order, the Chairman of the Board in his absence. The Secretary of the Board certifies agreements adopted by the latter with the conformity of the Chairman. The Board Members are generally required to debate and vote as a group on all proposals put forward and to formulate questions and requests regarding matters related to the authority of the Board of Directors. A.2.4. Indicate the authorities delegated to Board Members and to the Director General, where applicable: Board members Brief description Name Director General Name ADOLF TODÓ ROVIRA Brief description THE DIRECTOR GENERAL CARRIES OUT THE FUNCTIONS ACKNOWLEDGED AS THOSE OF HIS POSITION IN THE ARTICLES OF THE INSTITUTION (ARTICLE 46.6) AND IN ACCORDANCE WITH TOP MANAGEMENT AND THE INSTRUCTIONS OF THE BOARD OF DIRECTORS. 46.6) A.2.5. Indicate the rules of the system for electing, appointing, accepting, re-electing, evaluating, terminating and recalling Board Members. Describe the competent bodies, procedures to be followed and the criteria applied in each of the procedures: The term on the Board of Directors for members is six years. Renewals are carried out by halves in each sector every three years, taking into account the proportionality of representation on the Board. The members of the Board of Directors are appointed by the General Assembly from among the members of each representative sector following a proposal from the majority of the respective sector, the Board of Directors, or 25% of the members of the Assembly. As an exception to this rule, up to two members of the Board of Directors can be appointed – one representing the Local Corporations and one representing account holders – from among individuals who are not members of the Assembly but meet the relevant professional requirements. In addition to the appointment of these Board Members, the same number of substitute members are appointed for each sector, with the sole purpose of substituting Board Members for the time remaining of their term in the event of termination or recall. Vacancies arising on the Board during the term of the latter are covered by the substitute members appointed previously from the respective group. Provisional appointments cannot be made. The nominations for Board Members and their substitutes are submitted to the General Assembly, which is the body authorized to appoint members of the Board of Directors and the Control 13 Committee. Appointments are held during renewal of the governing bodies, which takes place in the first semester of the year, at the Ordinary General Assembly or at the Extraordinary General Assembly continuing on from the latter. The members of the Board of Directors are affected by the same requirements and incompatibilities indicated in Articles 25 and 26 for the members of the General Assembly, except for those in Articles 25.1.4 and 25.1.5 of these Articles of Association with regard to members of the Board of Directors who are not members of the Assembly, yet who must still be account holders at the time of their appointment. Furthermore, the members of the Board of Directors must be aged under 75 when they are elected and may not belong to the Board of Directors, the Control Commission or the General Assembly of any other savings bank, deposit bank, loan entity, financial entity in general, or insurance company. Additionally, no entity represented in the General Assembly may simultaneously have members on the Board of Directors or the Control Committee, except the Founding Corporation. Positions are usually accepted verbally when the appointed member is incorporated into the first Board meeting that he/she is required to attend, and acceptance of the position is recorded in the minutes of the meeting. At the end of their term, members may be re-elected so long as they meet the conditions and requisites, and complete the procedures established at their first appointment. The total term cannot exceed 12 years, regardless of the sector that the member represents. Members of the Board of Directors cease office in the following events: those established by General Board Members; should any of the specific incompatibility clauses for members become applicable to them, or for unexcused absence from more than one quarter of meetings during the year, except where the General Assembly considers there to be a good reason for said absence. Members appointed as staff representatives renounce their position on the Board if they retire or cease to form part of the workforce for any other reason, or in the event of a definitive sanction in the Institution's disciplinary proceedings for a very serious charge. In this case, while the regulatory procedure is being dealt with, the member may provisionally cease office, with the approval of the Board of Directors. Any member who fails to pay a debt held with the Institution will lose his/her position as a Board Member after such debt has been expressly demanded. A.2.6. Are reinforced majorities other than the legal majorities required for any type of decision? YES X NO Explain the system for the adoption of agreements by the Board of Directors, indicating at least the minimum quorum for attendance and the type of majority required to adopt agreements: Adoption of agreements Description of agreement GENERAL Quorum 51.00 – ABSOLUTE MAJORITY OF MEMBERS WITH VOTING RIGHTS PROPOSALS FOR THE 66.66 – APPOINTMENT AND RECALL OF ATTENDANCE OF MEMBERS OF GOVERNMENT TWO THIRDS OF BODIES MEMBERS WITH VOTING RIGHTS. APPOINTMENT OR TERMINATION OF 66.66 – DIRECTOR GENERAL ATTENDANCE OF TWO THIRDS OF MEMBERS WITH VOTING RIGHTS. 14 Type of majority MAJORITY OF THOSE PRESENT THREE FIFTHS OF MEMBERS WITH VOTING RIGHTS. THREE FIFTHS OF MEMBERS WITH VOTING RIGHTS. PROPOSALS TO MODIFY THE ARTICLES AND REGULATION, AND FOR THE MERGER, DISSOLUTION AND LIQUIDATION OF THE INSTITUTION 75.00 – THREE THREE FIFTHS OF QUARTERS OF MEMBERS WITH MEMBERS WITH VOTING RIGHTS. VOTING RIGHTS. A.2.7. Describe the internal systems set up to ensure compliance with agreements adopted by the Board: Once agreements have been adopted, the proposals are signed by the Director General and communicated to the corresponding operating divisions of the Institution, which report on compliance therewith, without prejudice to the internal control procedures put in place by the General Controller. The agreements of the Board are recorded in the meeting minutes, which are passed on in their entirety to the Control Committee to enable the latter to carry out its supervisory function. A.2.8. State whether the Board of Directors governed by any regulation. If so, indicate the content of this regulation: YES NO X See Addenda. A.2.9. Explain the rules for calling Board meetings: The Board of Directors meets whenever necessary for the good of the Institution and at least once every two months. On average, the Board of Directors meets 16 times a year and whenever the circumstances so dictate. Meetings are called by the Chairman or whoever is carrying out the functions of the latter at the time, in accordance with the Articles, on his/her own initiative, on the request of at least one third of the voting members of the Board or at the behest of the Control Committee. The Executive Committee and the Community Projects Committee may also request that a meeting be held if the minimum legal quorum of the Board of Directors is reached. To obtain a positive response, the request must include the agenda of the meeting, which should take place within a maximum of eight days of the request. The Director General may also propose meetings. Notice must be received at least forty-eight hours before the meeting, except in the event of exceptional urgency, in which case the term is reduced to twelve hours. Notice must be given in writing and include the meeting agenda. Nonetheless, the Board will be considered to be called and constituted as a valid Universal Board that may deal with any matter for which it is authorized if all of its members and the Director General are present, and those attending unanimously agree to meet. A.2.10. Indicate the events in which members of the Board may call Board meetings: The Board of Directors may meet at the request of at least one third of the members of the Board. A.2.11. Indicate the number of meetings held by the Board of Directors over the year. Where applicable, indicate the number of times that the Board has met without its Chairman: Number of Board meetings Number of Board meetings without the Chairman 17 0 A.2.12. Indicate the information supplied to General Board Members for Board meetings. Detail the systems in place to facilitate access to this information: Proposals for all agreements include the background, the financial status of the organization with which the operation is planned, and a comparison between the position of its accounts and those of Caixa Catalunya, details of the operations and their economic feasibility, and the proposal to be adopted in all its detail, except in extreme situations where these cannot be described and are thus left to the consideration of the General Management. 15 The corresponding protocols are made available for study by the Board Members who so request. To maintain the confidentiality of matters debated during Board meetings, at the end of the latter, the protocols are safeguarded at the Secretariat General and Governing Bodies, where members may study them afterwards. A.2.13. Indicate the names of the Chairman and Executive Vice-chairmen, where applicable, and the Director General or similar: Position GENERAL MANAGER ASSISTANT DIRECTORGENERAL FINANCIAL MANAGER RESOURCES AND MANAGEMENT CONTROL MANAGER HUMAN RESOURCES AND LEGAL SERVICES MANAGER SALES MANAGER Name ADOLF TODÓ ROVIRA JAUME MASANA RIBALTA LLUIS GASULL MOROS ANDREU PLAZA LOPEZ MARIA GLORIA AUSIO ARUMI FRANCISCO JOSÉ TARREGA ROBERTOS OSCAR PUIG LOVERDOS MARKETING, INNOVATION AND REMOTE CHANNELS MANAGER PRIVATE BANKING AND ASSET MANAGEMENT MANAGER PROPERTY MANAGER RISK MANAGER MERCEDES GRAU MONJO EDUARDO MENDILUCE FRADERA RICARD CLIMENT MECA A.2.14. Indicate whether there are specific requirements for being appointed Chairman of the Board, other than those for Board Members: YES X NO Description of requirements Being a representative of the FOUNDING CORPORATION (Provincial Government of Barcelona). A.2.15. Indicate whether the Chairman of the Board has the casting vote: YES X NO Matters in which the casting vote may be used In any matter, in the event of a draw, the vote of the person chairing the meeting is decisive. A.2.16. Indicate whether the individual and consolidated annual accounts submitted to the Board for preparation are certified beforehand: YES NO X Indicate, if applicable, the names of those who certified the individual and consolidated annual accounts of the Institution for their preparation by the Board: Position Name A.2.17. Indicate whether mechanisms are put in place by the Board of Directors to prevent the individual and consolidated accounts prepared by the latter from being submitted to the General Assembly with reservations in the audit report: YES NO X Explanation of mechanisms 16 A.2.18. Describe the measures adopted to ensure that information is passed on to securities markets in a fair and balanced way: A.2.19. Indicate and explain which, if any, mechanisms the Bank has set up to maintain the independence of auditors, financial analysts, investment banks and credit scoring agencies? If so, which? YES X NO Explanation of mechanisms There are no established mechanisms, however, the Bank does not participate in the management or governing bodies of any of the companies or legal entities which supply of auditing, financial analysis or credit scoring services. A.2.20. Does the auditing firm carry out services for the Bank and/or its group, other than auditing? If so, declare the sum of fees paid for these services and the percentage of the fees invoiced to the Bank and/or its group. YES NO Group Bank Sum of services other than auditing (thousands of Euros) Sum of services other than auditing/total invoiced by the auditing firm (%) Total 0 0 0.000 0.000 0 A.2.21. Indicate the number of consecutive years that the current auditing firm has audited the annual accounts of the Bank and/or its Group. Indicate the number of years audited by the latter as a percentage of the years in which the annual accounts have been audited: Bank Group Bank Group Number of consecutive years No. of years audited by the current auditing firm No. of years for which the company has been audited (%) A.2.22. Is there an Executive Committee? If so, indicate the names of its members: YES X NO EXECUTIVE COMMITTEE Name Position NARCÍS SERRA SERRA CHAIRMAN ANTONI LLARDÉN CARRATALÀ BOARD MEMBER FRANCISCO JOSÉ VILLEGAS BOARD MEMBER HERRERO JOAN ECHÁNIZ SANS BOARD MEMBER JOAN GÜELL JUAN BOARD MEMBER JOAN MANEL PLA RIBAS BOARD MEMBER JOSEP ALONSO ROCA BOARD MEMBER JOSEP MOLINS CODINA BOARD MEMBER MONTSERRAT ROBUSTÉ BOARD MEMBER CLARAVALLS ADOLF TODÓ ROVIRA SECRETARY A.2.23. Indicate the delegated functions and those set down in the Articles carried out by the Executive Committee: According to article 43.8 of the Articles, the powers of the Executive Committee are all those delegated to it by the Board of Directors, which include: 17 - Complying with the Articles, regulations and agreements made by the Board and ensuring that these are met. - Studying the Director General’s proposals on fund investment, brokering, and other operations. - Proposing the investments and operations it considers most appropriate to the interests of the Institution, and making decisions on those within its scope. - Resolving urgent matters and reporting on the resolution of the latter to the Board. - Granting or refusing loans, credits and other operations requested of the Institution within the limits and conditions established by the Board, and delegating this task to the Director General within the limits and conditions considered appropriate. - Reporting to the Board on all matters commissioned to it by the latter and resolving those delegated to it by said Board. - Drafting the Report, Annual Balance Sheet, and Income Statement, and putting forward proposals for their application to the aims of the Bank. - Deciding on the performance of all administrative activities, taxes and domains, within the limits established by the Board. - Studying and reporting on the proposals that the Director General or any member of the Committee puts to it to resolve or, if necessary, submitting these to the Board. - Concluding, within the limits set by the Board, all manner of contracts permitted by law, and reaching agreements and submitting to arbitration in law and in equity, agreeing any provisions and conditions it considers convenient. - Accepting inheritances, legacies and donations. As regards the acceptance of inheritances, the Institution is subject to the benefit of inventory system. - Authorizing guarantees within the limits indicated by the Board of Directors to underwrite customers of the Institution with regards all public or private institutions. - Opening, activating and cancelling savings, current, and credit accounts, and other types of account on behalf of the Institution. - Adopting resolutions on the inauguration of offices and branches, and approving real-estate purchases and resolving construction proposals for this purpose. The Board of Directors approved the current financial limits of the powers described above at its meeting held on 15 July 2008 with the following breakdown: - Award of loans, credits, financing operations abroad and discounted drafts: secured up to the limit of 60,000,000 euros per transaction and unsecured up to the limit of 30,000,000 euros per transaction. - Award of guarantees: secured up to 60,000,000 euros per guarantee or line of guarantee and unsecured up to 30,000,000 euros per guarantee or line of guarantee. - Leasing and factoring operations up to 60,000,000 euros per operation. - Acquisition and disposal of real estate not set aside for agencies and branches, nor built by the Caixa itself, in joint freehold nor obtained by virtue of legal proceedings taken against third parties, nor acquired by the Caixa through adjudication or auction: up to a limit of 20,000,000 euros per operation. A.2.24. If there is an Executive Committee, explain the degree of delegation and autonomy it has for carrying out its functions as regards adopting agreements on the administration and management of the Company: The degree of autonomy stems from the limits of the powers indicated above as set by the Articles and by the Board of Directors. Nonetheless, the Executive Committee has the authority to make proposals on the matters of major interest submitted to the Board of Directors for approval. The Board of Directors is regularly informed of the agreements adopted by the Executive Committee. A.2.25. Does the composition of the Executive Committee reflect the participation on the Board of the different members, according to the Group they represent? YES X NO If not, indicate the composition of the Executive Committee A.2.26. Is there an Audit Committee, or are the functions of the latter carried out by the Control Committee? In the first instance, indicate the names of its members: 18 AUDIT COMMITTEE Position Name A.2.27. Describe, where applicable, the functions carried out by the Audit Committee in support of the Board of Directors: In its role as “Audit Committee”, set down in current legislation, the Control Committee must: propose the appointment of external auditors to the Board of Directors in order to submit the latter to the General Assembly; supervise the Institution’s internal auditing services and be aware of the financial information processes and internal control systems, and establish relations with the external auditors to guarantee their independence and find out audit reports and the recommendations thereof. A.2.28. List the members of the Remuneration Committee: REMUNERATION COMMITTEE: Name NARCÍS SERRA SERRA ANTONI LLARDÉN CARRATALÀ JOAN GÜELL JUAN Position CHAIRMAN BOARD MEMBER BOARD MEMBER A.2.29. Describe the functions carried out by the Remuneration Committee in support of the Board of Directors: It reports to the Board of Directors or Executive Committee on the allowances of members of the governing bodies and the general remuneration policy for management figures of the Institution. A.2.30. List the members of the Investments Committee: INVESTMENT COMMITTEE Position CHAIRMAN BOARD MEMBER BOARD MEMBER Name NARCÍS SERRA SERRA JOSEP BURGAYA RIERA JOSEP ALONSO ROCA A.2.31. Describe the functions carried out by the Investments Committee in support of the Board of Directors: - It reports to the Board of Directors or Executive Committee on strategic or stable investments or disinvestments, made both directly by the Institution and through its subsidiaries. A strategic operation is considered to be the purchase or sale of any significant shareholding in a listed company or participation in business projects with a management presence when the latter borders the limit of 3% of the Institution’s computable net worth. - It reports to the Board on the financial feasibility of the above investments and their correspondence with the budgets and strategic plans of the Institution. - To draw up an annual report on the investments of this nature made during the financial year. A.2.32. Indicate, where appropriate, whether Board committees are governed by regulations, the venue at which they are available for consultation, and the modifications made thereto over the year. Indicate also whether an annual report has been voluntarily prepared on the activities of each committee: A.2.33. Are there any specific bodies with the authority to make decisions regarding business shareholding operations? If so, indicate which: YES X NO 19 Body/bodies with authority to make decisions on business shareholding operations Board of Directors Observations IN ACCORDANCE WITH THE INSTITUTION’S ARTICLES A.2.34. Where applicable, indicate the procedural or informative requirements necessary to reach agreements on business shareholding operations: There are no special procedures in place for reaching agreements on business shareholding operations, but any agreements adopted are always well documented and explained in full detail to the members of the Board of Directors in as many sessions as are necessary or simply convenient, following analysis and prior study by the Executive Committee. A.2.35. Indicate the number of meetings held during the year by the following: Number of meetings of the Remuneration Committee Number of meetings of the Investments Committee Number of meetings of the Executive Committee or delegate committee A.2.36. List any other delegate or support committees set up by the Bank, where applicable: COMMUNITY PROJECTS COMMITTEE Position CHAIRMAN BOARD MEMBER BOARD MEMBER BOARD MEMBER BOARD MEMBER BOARD MEMBER BOARD MEMBER BOARD MEMBER BOARD MEMBER SECRETARY Name NARCÍS SERRA SERRA CARME LLOBERA CARBONELL ESTANIS FELIP MONSONÍS GEMMA LÓPEZ CANOSA GENÍS GARRIGA BACARDÍ JOAN GÜELL JUAN MATIES VIVES MARCH JOAN ECHÁNIZ SANS JOSEP ISERN SAUN ADOLF TODÓ ROVIRA Describe the rules of the system for the election, appointment, acceptance and recall of members of each of the bodies and indicate the functions of these boodies: The Board of Directors sets up a Community Projects Committee made up of nine members appointed by the Board from among its members, with the following representation: one member from the LOCAL CORPORATIONS and COUNTY COUNCILS sector, three from the FOUNDING CORPORATION sector, four from the ACCOUNTHOLDERS sector, and one member from the STAFF sector. The Chairman and First Vice-chairman of the Board of Directors also form part of the Community Projects Committee, without this affecting the presence of their representative sector on the latter. The Chairman of the Board of Directors also chairs the Community Projects Committee. The purpose of the Community Projects Committee is to submit new projects of this nature and the budgets of existing projects along with their management and administration for the approval of the Board of Administrators, using the criteria of economic rationality and top service to the general interests of the area in which they are carried out. The foundations created for the administration and management of community projects are instrumental and act in accordance with the guidelines and under the supervision and control of the Board of Directors or Community Projects Committee, reporting to the latter with their agreements within a maximum of 3 months. Members of the Community Projects Committee are appointed at the meeting of the Board of Directors following renewal in order to fill positions that have been left vacant due to members reaching the end of their term. If any of the members should terminate office early, the Board of Directors appoints one of the members of the Board from the same representational group through coopting to cover the vacancy for the remaining period. 20 Acceptance of the position may be carried out in a variety of ways, such as presence and acceptance at the committee meeting itself or by written acceptance. Members of the Community Projects Committee maintain their position while they are members of the Board of Directors and are not removed from the Committee. A.3. Control Committee A.3.1. Complete the table below with the names of the members of the Control Committee: CONTROL COMMITTEE Name JOAN MARIA PAGÀ ORTIGA ANTONI MONTSENY DOMÈNECH JOSEP BUENO ESCALERO Position CHAIRMAN SECRETARY CARLES HIJOS MATEU AMALIA SABATÉ SIMÓ JOAN CARLES MAS BASSA BOARD MEMBER BOARD MEMBER BOARD MEMBER DAVID MONTAÑÉS CLEMENTE BOARD MEMBER Group represented ACCOUNTHOLDERS FOUNDING CORPORATION FOUNDING CORPORATION EMPLOYEES ACCOUNTHOLDERS MUNICIPAL CORPORATIONS ACCOUNTHOLDERS BOARD MEMBER Number of members 7 Group to which the member belongs MUNICIPAL CORPORATIONS ACCOUNTHOLDERS FOUNDING INSTITUTIONS OR PERSONS EMPLOYEES FOUNDING CORPORATION Total Number of commissioners % of total 1 3 0 14.286 42.857 0.000 1 2 7 14.286 28.571 100.000 A.3.2. Has the Control Committee taken on the role of the Audit Committee? YES X NO Describe the functions of the Control Committee: Functions The purpose of the Control Committee is to ensure that the Board of Directors is managed in accordance with the general lines of action indicated by the General Assembly and for the aims of the Institution itself. Within the framework of the supervisory function assigned by law to the Control Committee, it is responsible for: - Ensuring that the Board of Directors is managed in accordance with the general lines of action indicated by the General Assembly and for the aims of the Institution. - Overseeing the operation and activity of the Institution’s intervening bodies. - Being aware of external audit reports and the recommendations of auditors. - Checking each year’s Balance Sheet and Income Statement, and making any comments it deems convenient. 21 - Preparing the reports established by regulations, which are submitted to the Department of Economy and Finance of the Generalitat of Catalonia, and submitting the report on its activity to the General Assembly at least once a year. - Requiring the Chairman to call an Extraordinary General Assembly when it deems this appropriate. - Controlling the electoral processes of the Assembly and the Board of Directors in conjunction with the Department of Economy and Finance. The retiring Control Committee also controls the electoral process for the renewed Control Committee. - Being aware of the reports of the Community Projects Committee and providing its opinion on the latter. - Proposing the cancellation of agreements violating current regulations to the Board of Directors and, where necessary, proposing the suspension of these agreements directly to the Department of Economy and Finance of the Generalitat of Catalonia. A.3.3. Describe the organization, operating rules, and responsibilities of the Control Committee: In addition to those indicated in A.3.2, the Control Committee, after hearing the Board of Directors if the case permits, must immediately inform the Department of Economy and Finance of any irregularities detected in the exercise of its functions, to enable the latter to adopt the appropriate measures, without prejudice to its own authority to request a General Assembly and its obligation to inform the Bank of Spain or other relevant national organization directly on matters related to its competence. In its role as “Audit Committee”, set down in current legislation, the Control Committee must also: propose the appointment of external auditors to the Board of Directors in order to submit such appointment to the General Assembly; supervise the Institution’s internal auditing services and be aware of the financial information processes and internal control systems, and establish relations with the external auditors to guarantee their independence and find out audit reports and the recommendations thereof. A.3.4. Describe the system in place, where applicable, to allow the Control Committee to find out the agreements adopted by administrative bodies in order to carry out its auditing and veto tasks: The Control Committee has access to the full minutes of meetings of the Board of Directors and Executive Committee, in order to oversee decisions and monitor the agreements adopted, as part of its auditing and veto tasks. A.3.5. Indicate the number of meetings held by the Control Committee during the year: Number of meetings of the Control Committee 15 A.3.6. Indicate the information provided to commissioners for Control Committee meetings. Detail the systems in place to facilitate access to this information: Commissioners have access to the full minutes of meetings of the Board of Directors and Executive Committee, in order to oversee decisions and monitor the agreements adopted. The Director General always explains the most significant agreements to the commissioners. Moreover, for the exercise of its Audit Committee tasks, the General Comptroller and External Auditors report directly to the Control Committee on matters of its authority as required. The corresponding protocols containing the full minutes of the meetings of the Board of Directors and Executive Committee, are made available for analysis by the commissioners. To maintain the confidentiality of matters debated during Board meetings, at the end of the latter, the protocols are safeguarded at the Secretariat General and Governing Bodies, where members may study them afterwards. 22 A.3.7. Explain the rules of the system for the election, appointment, acceptance and recall of Control Committee members: The Control Committee consists of seven members elected by the General Assembly from among its members who are not on the Board of Directors. The Control Committee represents the sectors of the General Assembly as follows: one member from the LOCAL CORPORATIONS AND COUNTY COUNCILS sector, two from the FOUNDING CORPORATION sector, three from the ACCOUNTHOLDERS sector, and one member from the STAFF sector. The Committee chooses a Chairman and a Secretary from among its members. In the event of absence, the latter are substituted by the oldest and the youngest member, respectively, at the meeting. The Chairman is appointed by the Committee from among the members representing the ACCOUNTHOLDERS group. The procedure for submitting nominations for the appointment of members of the Committee (position-holders and their substitutes), and for the cease in office or renovation is the same as that in place for members of the Board of Directors. Members of the Control Committee must meet the same conditions and requirements as members of the Board of Directors, and they also have the same incompatibilities. Representatives of corporations or institutions with representatives on the Board of Directors, except for the FOUNDING CORPORATION, may not be elected members of the Control Committee. Positions are usually accepted verbally, when the nominated member is incorporated into the first Committee meeting that he/she is required to attend, and acceptance is recorded in the minutes of the meeting. The term of the position, causes of termination and the procedure for filling vacancies are the same as for members of the Board of Directors. A.3.8. Describe the internal systems set up to ensure compliance with the agreements adopted by the Control Committee: Every six months, the Control Committee issues a report on the activities performed over the six months prior to the date of the report, which is sent to the Department of Economy and Finance of the Generalitat of Catalonia. This report indicates the number of meetings held, the initiative for the meeting and the matters dealt with related to the general lines of the plan of action approved by the General Assembly, along with deviations and any other matter relating to the financial and economic management of the Institution whose significance dictates that it must be dealt with by the Committee. Once a year, it submits a report on its activity to the General Assembly. A.3.9. Explain the rules for calling Control Committee meetings: In compliance with its functions, the Control Committee must meet whenever called by its Chairman, on its own initiative or at the request of a third of its members and at least once a quarter. On average, it meets around fifteen times a year. As part of its functions, it can ask the Board of Directors and the Director General for the background and information it considers necessary. Notice of the meeting must be made at least forty-eight hours in advance, in writing, and should indicate the purpose of the meeting. In exceptional situations where the urgency of the matters to be dealt with so requires, in the opinion of the Chairman of the Committee, notice may be given just twelve hours in advance. Nonetheless, the Committee is considered to be called and constituted as a valid Universal Committee that may deal with any matter for which it is authorized if all of its members are present and those attending unanimously agree to meet. A.3.10. Indicate the events in which Commissioners may request a Control Committee meeting to deal with matters they consider relevant: On the request of one third of its members. 23 A.3.11. Describe the system for the adoption of agreements by the Control Committee, indicating at least the rules for the constitution and quorum for attendance: Adoption of agreements Description of agreement GENERAL REQUIRING THE CHAIRMAN TO CALL AN EXTRAORDINARY GENERAL ASSEMBLY PROPOSING THE CANCELLATION OF AGREEMENTS INFRINGING CURRENT REGULATIONS TO THE BOARD OF DIRECTORS. REPORTING TO THE DEPARTMENT OF ECONOMY AND FINANCES OF THE GENERALITAT OF CATALONIA ON IRREGULARITIES DETECTED IN THE EXERCISE OF THE FUNCTIONS OF THE BOARD OF DIRECTORS. B Quorum 51.00 – THE CONTROL COMMITTEE IS CONSIDERED TO BE VALIDLY CONSTITUTED WHEN ATTENDED BY THE ABSOLUTE MAJORITY OF VOTING MEMBERS. 51.00 – THE CONTROL COMMITTEE IS CONSIDERED TO BE VALIDLY CONSTITUTED WHEN ATTENDED BY THE ABSOLUTE MAJORITY OF VOTING MEMBERS. 51.00 – THE CONTROL COMMITTEE IS CONSIDERED TO BE VALIDLY CONSTITUTED WHEN ATTENDED BY THE ABSOLUTE MAJORITY OF VOTING MEMBERS. 51.00 – THE CONTROL COMMITTEE IS CONSIDERED TO BE VALIDLY CONSTITUTED WHEN ATTENDED BY THE ABSOLUTE MAJORITY OF VOTING MEMBERS. Type of majority 51.00 – THE MAJORITY OF ITS MEMBERS MUST VOTE THE SAME WAY FOR AGREEMENTS TO BE DEEMED VALID. THE CHAIR OF THE MEETING HAS THE DECIDING VOTE IN THE EVENT OF A DRAW. 51.00 – THE FAVOURABLE VOTE OF THE ABSOLUTE MAJORITY OF ITS VOTING MEMBERS. 51.00 – THE FAVOURABLE VOTE OF THE ABSOLUTE MAJORITY OF ITS VOTING MEMBERS. 51.00 – THE FAVOURABLE VOTE OF THE ABSOLUTE MAJORITY OF ITS VOTING MEMBERS. CREDIT, BOND AND SECURITY OPERATIONS B.1. Describe any credit, bond or security operations carried out directly, indirectly, or through adhered or equipped companies or investees, with members of the Board of Directors, first-degree relatives or companies or institutions controlled by the latter, according to Article 4 of Law 24/1988 (July 28) on the Securities Market. Indicate the conditions, including the financial conditions, of these operations: 24 Name of Board Member Business name of Nature of the the Bank or operation adhered or equipped institution or investee FRANCISCO CAIXA CREDIT JOSÉ VILLEGAS CATALUNYA ACCOUNT (TO HERRERO COMPANY) Amount (thousands of Euros) Conditions 190 TERM: 1 YEAR; INTEREST: EUR 3 M. + 2.7% PERSONAL GUARANTEE FRANCISCO CAIXA JOSÉ VILLEGAS CATALUNYA HERRERO LEASING (TO COMPANY) 10 TERM: 1 YEAR; INTEREST: EUR 3 M. + 2.6 % PERSONAL GUARANTEE JOAN MANEL PLA CAIXA RIBAS CATALUNYA GUARANTEE JOAN MANEL PLA CAIXA RIBAS CATALUNYA DISCOUNT CLASSIFICATION (TO COMPANY) JOAN MANEL PLA CAIXA RIBAS CATALUNYA CREDIT ACCOUNT (TO COMPANY) 3 TERM: INDEFINITE; QUARTERLY COMMISSION: 2 % PERSONAL GUARANTEE 103 TERM: 1 YEAR; INTEREST: EUR 3 M. + 1.25% PERSONAL GUARANTEE 25 TERM: 1 YEAR; EUR 3 M. + 1.5% PERSONAL GUARANTEE JOAN MANEL PLA CAIXA RIBAS CATALUNYA FOREIGN TRADE FINANCING (TO COMPANY) 32 TERM: 1 YEAR; INTEREST: LIBOR/EURIBO R + 1.8% PERSONAL GUARANTEE NARCÍS SERRA SERRA CAIXA CATALUNYA CREDIT ACCOUNT (TO FOUNDATION) 50 TERM: 10 MONTHS; INTEREST : EUR 3 M. + 1.3% PERSONAL GUARANTEE NARCÍS SERRA SERRA CAIXA CATALUNYA PERSONAL LOAN (TO FOUNDATION) 250 TERM: 4 YEARS; INTEREST: EUR 3 M. + 1.5% PERSONAL GUARANTEE B.2. Describe any credit, bond or security operations carried out directly, indirectly, or through adhered or equipped companies or investees, with members of the Control Committee, first-degree relatives or companies or institutions controlled by the latter, according to Article 4 of Law 24/1988 (July 28) on the Securities Market. Indicate the conditions, including the financial conditions, of these operations: 25 Name of the Commissioner DAVID MONTAÑÉS CLEMENTE Business name of Nature of the the Bank or operation adhered or equipped institution or investee CAIXA LOAN (TO CATALUNYA RELATIVE) JOSEP BUENO CAIXA ESCALERO CATALUNYA DISCOUNT CLASSIFICATION (FAMILY BUSINESS) JOSEP BUENO CAIXA ESCALERO CATALUNYA CREDIT ACCOUNT (FAMILY BUSINESS) JOAN CARLES CAIXA MAS BASSA CATALUNYA DEBT FACTORING COMPANY) LOAN (TO COMPANY) JOSEP BUENO CAIXA ESCALERO CATALUNYA Amount (thousands of Euros) Conditions 86 TERM: 15 YEARS; INTEREST EUR 1 YEAR + 0.9% MORTGAGE GUARANTEE 132 TERM: 1 YEAR; INTEREST: EUR 3 M + 1.75% PERSONAL GUARANTEE TERM: 1 YEAR INTEREST: EUR 3 M +1.9% PERSONAL GUARANTEE SEE NOTE IN SECTION K 5 4 (TO 420 TERM: 33 YEARS; INTEREST: EUR BOE + 0.8; MORTGAGE GUARANTEE B.3. Describe any credit, bond or security operations carried out directly, indirectly, or through adhered or equipped companies or investees, with parliamentary forces with representation on local corporations and autonomous legislative assemblies that have participated in the electoral process of the Savings Bank: Name of political party CONVERGÈNCIA DEMOCRÀTICA DE CATALUNYA UNIÓ DEMOCRÀTICA DE CATALUNYA INICIATIVA PER CATALUNYA VERDS NOUS HORITZONS PRIVATE FOUNDATION Nature of the Business name of the Bank or operation adhered or equipped institution or investee CAIXA CREDIT CATALUNYA ACCOUNT Amount (thousands of Euros) Conditions 900 TERM: 2 YEARS; INTEREST: 4.99% CAIXA CATALUNYA MORTGAGE LOAN 1,200 TERM: 18 YEARS; INTEREST: 7.32% CAIXA CATALUNYA CREDIT ACCOUNT 300 TERM: 1 YEAR, INTEREST: 5.08% CAIXA CATALUNYA CREDIT ACCOUNT 300 TERM: 1 YEAR, INTEREST: 5.08% B.4. Indicate the current position of credits granted to parliamentary forces with representation on local corporations and autonomous legislative assemblies that have participated in the electoral process of the Savings Bank: As of 31/12/2008, the outstanding balance of credits granted to parliamentary forces and autonomous legislative assemblies with representation in local corporations amounts to 7,757 thousand Euros and none of the operations are in arrears. Breakdown of credits (in thousands of Euros): Convergència Democrática de Catalunya: 2,441 26 Fundació President Josep Irla - ERC: 58 Iniciativa per Catalunya - Verds: 246 Partit dels Socialistes de Catalunya: 1,766 PSC-PSC-PSOE-CPC: 202 Uniò Democrática de Catalunya: 3,044 C Describe the credit operations held with public institutions, including regional bodies, that have designated General Board Members: Name of the public institution: BADALONA TOWN COUNCIL Nature of the operation LOCAL CORPS. COUNCIL AGREEMENT FACTORING (DEBTOR) FLOATING-RATE LOAN Amount (thousands of Euros) 11,621 2 2,066 Names of General Board Members designated FRANCISCA TERUEL LAGUNAS Name of the public institution: BARCELONA TOWN COUNCIL Nature of the operation FACTORING (DEBTOR) Amount (thousands of Euros) 168 Names of General Board Members designated EUGENI FORRADELLAS BOMBARDÓ CARLES MARTÍ JUFRESA RICARD MARTÍNEZ MONTEAGUDO ASSUMPTA ESCARP GIBERT Name of the public institution: L'HOSPITALET DE LLOBREGAT TOWN COUNCIL Nature of the operation LOCAL CORPS. COUNCIL AGREEMENT Amount (thousands of Euros) 20,753 Names of General Board Members designated ANTONI LLARDÉN CARRATALÀ Name of the public institution: LLEIDA TOWN COUNCIL Nature of the operation FACTORING (DEBTOR) Amount (thousands of Euros) 958 Names of General Board Members designated MONTSERRAT MÍNGUEZ GARCIA Name of the public institution: MATARÓ TOWN COUNCIL Nature of the operation LOCAL CORPS. COUNCIL AGREEMENT FACTORING (DEBTOR) 27 Amount (thousands of Euros) 16,042 82 Names of General Board Members designated JAUME GRAUPERA VILANOVA Name of the public institution: SABADELL TOWN COUNCIL Nature of the operation LOCAL CORPS. COUNCIL AGREEMENT Amount (thousands of Euros) 19,883 Names of General Board Members designated JOAN BOSCH PONS Name of the public institution: SANTA COLOMA DE GRAMENET TOWN COUNCIL Nature of the operation LOCAL CORPS. COUNCIL AGREEMENT LOCAL CORPS. GENERALITAT LOCAL AGREEMENT FACTORING (DEBTOR) Amount (thousands of Euros) 7,926 1,905 384 Names of General Board Members designated JOAN CARLES MAS BASSA Name of the public institution: TERRASSA TOWN COUNCIL Nature of the operation LOCAL CORPS. COUNCIL AGREEMENT LOCAL CORPS. GENERALITAT LOCAL AGREEMENT Amount (thousands of Euros) 19,670 9,647 Names of General Board Members designated JORDI LABÒRIA MARTORELL Name of the public institution: MADRID TOWN COUNCIL Nature of the operation FACTORING (DEBTOR) Amount (thousands of Euros) 134 Names of General Board Members designated JAVIER BASSO ROVIRALTA Name of the public institution: LA SEGARRA COUNTY COUNCIL Nature of the operation GUARANTEE Amount (thousands of Euros) 68 Names of General Board Members designated SALVADOR BORDES BALCELLS Name of the public institution: L’ALTA RIBAGORÇA COUNTY COUNCIL Nature of the operation FACTORING (DEBTOR) Amount (thousands of Euros) 92 Names of General Board Members designated JOAN PERELADA RAMON 28 Name of the public institution: GIRONÉS COUNTY COUNCIL Nature of the operation FACTORING (DEBTOR) Amount (thousands of Euros) 172 Names of General Board Members designated DAVID MASCORT SUBIRANAS Name of the public institution: PALLARS SOBIRÀ COUNTY COUNCIL Nature of the operation FACTORING (DEBTOR) Amount (thousands of Euros) 11 Names of General Board Members designated ÀNGEL GUIU ABELLA Name of the public institution: EL PLA DE L'ESTANY COUNTY COUNCIL Nature of the operation FACTORING (DEBTOR) Amount (thousands of Euros) 49 Names of General Board Members designated JORDI XARGAY CONGOST Name of the public institution: BARCELONA DIPUTACIÓ (PROVINCIAL COUNCIL) Nature of the operation GUARANTEE LINE FLOATING-RATE LOAN Amount (thousands of Euros) 14 9,017 Names of General Board Members designated ALBERTO FERNÁNDEZ DÍAZ AMADEO JUAN PRAT ÀNGEL FERNÀNDEZ MARTÍNEZ ÀNGEL MIRET SERRA ANTONI MONTSENY DOMÈNECH ANTONIA MARÍA SÁNCHEZ MORENO CARLES SAMPONS SALGADO CELESTINO ANDRÉS SÁNCHEZ RAMOS EDUARD GISBERT AMAT EMILI MEDAN ANÉ FERRAN MARTÍNEZ RAMOS FRANCESC IGLESIES SALA FRANCESC SÁNCHEZ ARCHS FRANCISCO GARCIA PRIETO HELENA ARRIBAS ESTEVE JAUME CIURANA LLEVADOT JAUME RABEYA CASELLAS JESÚS CODERA DUASO JOAN CARLES DEL RIO PIN JOAN ECHÁNIZ SANS JOAN LAGUNAS RIERA JOAN PUIGDOLLERS FARGAS JOAN RECASENS GUINOT 29 JOAN SABATÉ BORRAS JORDI AYMAMÍ ROCA JORDI BERTRAN CASTELLVÍ JORDI MOLTÓ BIARNÉS JOSEP AZUARA GONZÁLEZ JOSEP BUENO ESCALERO JOSEP CANAL CODINA JOSEP LLUÍS MORLANES GALINDO JOSEP MARIGÓ COSTA JOSEP MAYORAL ANTIGAS JOSEP MOLINS CODINA JOSEP RAMONEDA MOLINS JUAN JOSÉ FERNÁNDEZ MARTÍN LLUÍS SACREST VILLEGAS MAITE VILALTA FERRER MARCEL ESTEVE ROBERT MARIÀ NICOLÀS ROS MATIES VIVES MARCH MIQUEL AGUILÀ BARRIL MIQUEL ARISA COMA NARCÍS SERRA SERRA NÚRIA BOZZO DURAN ORIOL CARBÓ SERIÑANA ANDREU FRANCISCO ROGER PERE PRAT BOIX RAMON CAMPS ROCA RAMON RIERA MACIÀ SANTIAGO CAYUELA TOMÁS SIXTE MORAL REIXACH XAVIER GARCIA ALBIOL D LINKED OPERATIONS AND INTRA-GROUP OPERATIONS D.1. List any significant operations carried out by the Institution with the members of the Board of Directors: Name Nature of the operation Amount (thousands of Euros) D.2. List any significant operations carried out by the Institution with the members of the Control Committee: Name Nature of the operation Amount (thousands of Euros) D.3. List any significant operations carried out by the Institution with its management staff: Name Nature of the operation Amount (thousands of Euros) D.4. List any significant operations carried out by the Institution with the administrators and management staff of companies and institutions or the Institution’s Group: Name Business name of the Group institution 30 Nature of the operation Amount (thousands of Euros) D.5. List any significant intra-group operations: Business name of the Group institution E Brief description of the operation Amount (thousands of Euros) GROUP BUSINESS STRUCTURE E.1. Describe the Group’s business structure, indicating the role of each organization in the series of services offered to customers: Group business structure The Caixa Catalunya Group is made up of a series of financial and non-financial companies whose most significant activities are life insurance and pension, investment funds, real estate development and operating services. Services offered to customers Name of group institution CAIXA CATALUNYA Role in the services offered SAVINGS BANK Name of group institution ASCAT MEDIACION OPERADOR DE BANCA SEGUROS VINCULADO S.L. Role in the services offered INSURANCE BROKERAGE Name of group institution ASCAT SEGUROS GENERALES S.A. Role in the services offered GENERAL INSURANCE (NON-LIFE) Name of group institution ASCAT VIDA S.A. Role in the services offered LIFE INSURANCE AND PENSION-FUND MANAGEMENT Name of group institution CAIXA CATALUNYA ADMINISTRACIÓ I GESTIÓ DE SERVEIS S.A. Role in the services offered SERVICES COMPANY Name of group institution CAIXA CATALUNYA GESTIÓ S.A. Role in the services offered MANAGEMENT AND ADMINISTRATION OF GROUP INVESTMENT INSTITUTIONS Name of group institution CAIXA CATALUNYA INTERNAC. FINANCE LTD. Role in the services offered FINANCE 31 Name of group institution CAIXA CATALUNYA ONLINE S.L. Role in the services offered INTERNET SERVICES Name of group institution CAIXA CATALUNYA PREFERENTS S.A. Role in the services offered FINANCE Name of group institution CAIXA CATALUNYA SERVEIS EMPRESES S.L. Role in the services offered SERVICES COMPANY Name of group institution CAIXA CATALUNYA TEL-ENTRADA S.L. Role in the services offered INTERNET PORTAL Name of group institution CENTRE LÚDIC DIAGONAL S.A. Role in the services offered REAL-ESTATE DEVELOPMENT Name of group institution GESTIÓ D'ACTIUS TITULITZATS S.A. Role in the services offered SECURITISATION FUND MANAGEMENT Name of group institution INVERCARTERA CAPITAL SCR S.A. Role in the services offered HOLDING COMPANY Name of group institution INVERCARTERA ENERGIA S.L. Role in the services offered HOLDING COMPANY Name of group institution INVERCARTERA INTERACIONAL S.L. Role in the services offered HOLDING COMPANY Name of group institution INVERCARTERA S.A. Role in the services offered HOLDING COMPANY Name of group institution PROCAM S.A. 32 Role in the services offered REAL-ESTATE DEVELOPMENT Name of group institution ACTIVOS MACORP S.L. Role in the services offered MANAGEMENT OF DEVELOPMENTS UNDER CONSTRUCTION Name of group institution GESCAT VIVIENDAS EN COMERCIALIZACION S.L. Role in the services offered FINISHED REAL ESTATE ASSET MANAGEMENT Name of group institution GESCAT GESTIO DE SOL S.L. Role in the services offered LAND MANAGEMENT E.2. Indicate the geographical distribution of branches: Autonomous Community Andalusia Aragon Canary Islands Cantabria Castile-La Mancha Castile and Leon Catalonia Extremadura Galicia Balearic Islands La Rioja Madrid Murcia Navarre Basque Country Asturias Valencia Branches outside Spain Total Number of branches 72 11 26 2 9 12 752 4 10 16 2 126 23 5 17 2 113 1 1,203 E.3. Indicate, where applicable, the names of members of the governing bodies with administrative or management positions in organizations forming part of the Bank’s group: Name of member of governing body F Business name of the Group institution Position RISK-CONTROL SYSTEMS F.1. Describe, where applicable, the risk-control systems in place for the activities of the Institution: Caixa Catalunya’s risk management model is ultimately the responsibility of the Board of Directors, which can delegate responsibility to the Executive Committee and the Management Committee. Among other aspects, the governing bodies approve matters related to the credit-rating tools or models used and the processes implemented for this purpose, the methods for identifying and measuring credit, market, 33 operational, structural interest rate and balance sheet risk, and the appropriate mechanisms for reviewing and controlling the policies and procedures for risk management. Caixa Catalunya has been working towards the introduction of the New Basel Capital Accord using advanced models for all Pillar 1 risk types. Strategic Plans have included initiatives that covered all the necessary developments to the Risk Platforms to ensure complete adaptation to the NBCA requirements as regards the most advanced methodologies for the different types of credit, market and operational risk. These methodologies enable the Institution to calculate its equity requirements in accordance with its risk profile. In June 2008 the Bank of Spain authorised the institution’s advanced credit risk management model and its use in calculating capital requirements. The other operational and market risk structures have also been adapted to the approach of the new Solvency Circular. In 2008 monitoring dossiers for portfolios subject to advanced models have been updated and the internal validation cycle 2007-2008 has been carried out for each risk, which has ended with the delivery of their Validation Reports. In order to comply with the provisions of the NBCA and the Bank of Spain’s Circular 3/2008, Caixa Catalunya has modified its internal risk management structure in order to ensure effective risk control and management. This entails a decentralised risk management model with three independent areas which round off the basic risk function cycle through acceptance, control and monitoring and recovery of the risks inherent in financial activity. They report to the same management body, Risk Management, and hence their policies are aligned. This in turn is added to by internal audit and internal validation functions acting separately from the previous ones. The hierarchical structure is as follows: Board of Directors Management Committee General Management Dept. Internal Audits Assistant General Manager Risk Management Dept. Internal Validation Three areas report to Risk Management: The Risk Acceptance area, the Risk Control area and the Monitoring and Recovery area. The main function of the Risk Acceptance area is to lay down risk acceptance policy by applying quality standards and leading any initiatives which affect the design of risk rating. The following departments with their functions and missions report to this area: Private Individuals and Small Enterprises Risk analyses and puts forward loan operations for households and small enterprises. Developer Risk analyses and puts forward loan operations for property development. Company Risk analyses and puts forward loan operations for companies, institutions and project financing. The main function of the Risk Control Area is to develop and implement the New Basel Capital Accord (Basel II) and to control the institution’s risk and solvency policies. This Area covers the following functions divided into different departments: The mission of Credit Risk is to map out platforms and processes which enable the application of internal models for risk management together with uses and regulations. The mission of Market and Balance Sheet Risk is to map out a management model for market risk, balance sheet risk and wholesale credit risk. The mission of Operational Risk is to map out and implement the Caixa Catalunya Group’s qualitative operational risk management cycle. It quantifies Operational Risk. The mission of Solvency and Global Risk is to monitor the Group’s solvency, draw up and monitor the Capital Adjustment Plan and apply and control external risk regulations. The mission of Corporate Rating and the Public Sector is economic and financial analysis of counterparties for the Corporate and Public Sector segments. 34 The main function of the Monitoring and Recovery Area is to put forward and apply monitoring and recovery policies for natural and artificial persons by laying down guidelines for action based on the type of risk and customer profile. This Area covers the following functions: The mission of Risk Monitoring is to monitor, prevent and recover credit risks awarded to companies through dynamic analysis of the economic and asset position of customers. The mission of Recovery is to recover bad debts. The mission of Legal Disputes is to drive and monitor developments in legal proceedings and maintain process quality in order to enhance debt recovery. The mission of Bankruptcy is to detect and identify instances of bankruptcy and ensure maximum recovery of the sums involved. The Internal Validation Department reports directly to Risk Management and is tasked with checking that internal credit, market and operational risk models approved by the Supervisor are working properly and are fully implemented in the institution’s management (use test). The role of the Internal Auditing department in Caixa Catalunya’s risk-management model is based on the chief aim of examining and evaluating the Institution’s risk management model continuously, independently and objectively. This ensures there are sufficient resources to cover all responsibilities and the correct application of internal models from the branch network and the departments involved in award operations. In addition Caixa Catalunya has a number of Committees whose members include staff from the Areas referred to above. The list of Committees operating in the institution is given below: Management Committee Expanded Management Committee featuring representation of the sales network and central departments designed to be a cross-cutting chain for the entire organisation. Solvency Committee Arrears Committee Market Crisis Committee Assets and Liabilities Committee Audits Committee Risk Committees: Acceptance Area Risk Committees Branch Risk Committees Liquidity Committee Operational Risk Committee Assets Acquisition Committee Treasury Front Office Committee Operations Structuring Committee Investment Committee Securitisations Committee Refinancing Committee Wholesale Risk Committee Risk management in the Caixa Catalunya group is dealt with under the concept of a Global RiskManagement System. The aim is to carry out advanced management of the latter to generate better information on customer credit ratings and to be able to measure and follow its evolution constantly, dynamically and effectively. To that end, and in addition to having exhaustive mechanisms for control and calculation of capital requirements for Basel Pillar I credit, market and operational risks, risks which the institution has identified and to which it might be exposed are managed and an economic capital figure is calculated. 1. Credit risk This is defined as the probability that a customer cannot meet his/her credit commitments with the Group under the agreed conditions. Caixa Catalunya has different procedures and management tools to do this: 35 Credit-rating assessment systems Caixa Catalunya classifies its credit exposure into internal segments and rates them using scoring tools in the case of individuals and rating in the case of business segments, real-estate development, corporations, and the public sector. The scoring models have been used by the Institution since September 2000 and have linked the decision to grant and/or deny credit based on customer credit ratings since December 2002. It offers a dual approach based on reactive granting and proactive behaviour models. The corporate rating models have been in place since October 2003 and include statistical models covering customers and noncustomers, and expert models based on the Institution’s internal experience. The use of these models is absolutely essential for the approval and monitoring of operations. In addition to this requirement, during 2007 the granting of operations to companies has been linked to a risk assessment representing the expected loss of the operation. This measure takes into account the customer’s creditworthiness and what guarantees the operations offers. This thus represents a new step forward which will allow Caixa Catalunya to improve its risk management and achieve the risk profile that the Institution regards as appropriate. This year the implementation of two new expert credit quality rating model methods for the Corporate and Public Sector segments has been completed. These models are based on the expert judgement method unlike the other models which are statistical. A new department, reporting functionally to the Risk Control Area, brings together specialist analysts for these segments. This year the process of achieving Bank of Spain approval for these models has also begun. In 2008 a Mortgages model has been introduced specifically for the non-national residents segment. 1.1 Probability of Default (PD) The use of lending quality assessment models allows Caixa Catalunya to ascertain the probability of default (PD) for each customer assessed. This probability of default is defined as the likelihood that a customer will go into arrears within 12 months following the credit rating. This risk parameter is obtained from the rating that the credit quality model gives to the customer. To get this rating, information from various sources is used, such as the customer’s banking behaviour, information on financial statements in the case of companies, and information of a qualitative nature. Each PD value is given a score on the master scale. This scale, which is used by all Caixa Catalunya models, enables comparisons to be made between customers, even if they have been assessed by different models. The methodology used to obtain the PD associated with each score follows the Solvency Circular guidelines in the sense that as well as taking into account the arrears of Caixa Catalunya’s past portfolio, it also includes macroeconomic variables that allow it to gauge a complete economic cycle in the estimations it makes. During 2008, the methodology used by the Institution was adapted to the requirements established by the Bank of Spain in the context of the approval process. Compliance with these requirements has been satisfactory, according to the Supervisor. 1.2 Exposure (EAD) Exposure analysis allows the Institution to model the evolution of the level of use of credit risk operations subject to a loan limit. This allows us to estimate how much the debt will be at the time the default takes place. The information used to estimate the EAD is based on the history of defaults with the Institution, taking into account the usage levels of operations that have gone into arrears in the months prior to the default. As with the PD, in 2008 the internal methodology for calculating the EAD parameter was adjusted to the observations made by the Supervisor and the outcome was given a positive rating. In 2008 the internal segment has been used to obtain the differentiated risk conversion factors for Credit Accounts. 36 1.3 Severity (LGD) Based on Caixa Catalunya’s credit default history, the outcome of recovery processes is modelled taking into account all costs incurred by the institution once judicial and extrajudicial debt recovery processes have been completed. Once the overdue debt, the costs incurred and the final amount recovered are known, it is possible to determine both the recovery rate and its counterpart, Severity. To estimate the loss severity we need to analyse the processes of recovery and their results in terms of aspects such as product type, the guarantees associated with the operation and the ownership of the client. In 2007, in accordance with the guidelines established by the Supervisor in Validation Document 1, Caixa Catalunya developed the necessary methodology to produce Downturn LGD and Long Run LGD estimates. The latter takes into consideration the influence of the economic cycle on the capacity and efficiency of the Institutions’ recovery processes. In 2008 LGD has been segmented by internal segments. Also this year the calculation method for LGD Best Estimate has been mapped out. 1.4 Estimated Expected Loss The processes carried out by Caixa Catalunya to determine the probability of default, exposure and severity quantify the expected loss of the credit portfolio, which is understood to mean the average amount expected to be lost over the time horizon of one year. In 2004, the Institution completed the process of implementing expected loss in order to use it in the Bank’s daily risk management. This allowed the Institution to make initial comparisons with the use of funds and to define the area of action in the management of portfolio credit quality. In the context of the process of approval of internal models during 2006 and 2007, the Bank of Spain conducted exhaustive analyses of the methods for calculating the different risk factors that make up expected loss and the implementation of rating models in the Institution’s risk management practices. This process finished in June 2008, when formal approval for the models was obtained from the Bank of Spain for their use under the new Solvency regulations. 1.5 Estimated Economic Capital The Caixa Catalunya Group has taken part in the pilot scheme for drawing up a Capital SelfAssessment Report in determining internal capital needs based on a strategic approach. This approach seeks to obtain a capital figure at General Management level and then subsequently distribute it to the most significant business units into which the institution is organised. There are two complementary aspects to the methodology used by Caixa Catalunya. One is quantitative and brings together the most significant risks to which the institution may be exposed and which need to be covered with capital, while the other is qualitative and is based on adequate management of risks which are not quantified as it is held that active management is sufficient to delimit them. The risk quantification methodology uses a correlated Monte Carlo simulation which covers credit, market, operational and balance sheet risk in order to forecast expected and unexpected banking losses. While expected losses are covered with reserves, unexpected ones (which are very unlikely to occur) have to be covered with capital (equity). This quantification is supplemented by determinist methods for the other types of risk. In addition Caixa Catalunya plans future capital sources and needs in order to ensure an adequate relation between the risk profile and anticipated equity. This strategic capital planning is done in line with a timescale of 3 years. Different stress scenarios are also established for the coming years in order to identify events that may have a negative effect on the institution’s solvency. All the above is conducted following the solvency policies and objectives established by the Board of Directors and they are monitored in order to take the appropriate corrective measures in the event of any kind of deviation. 37 1.6. Credit-risk monitoring policy To guarantee correct credit-risk management, credit behaviour is monitored in order to detect, be aware of and manage risks taken on with companies showing signs that could develop into potential problems. Monitoring is carried out in absolute functional and organizational independence of the lending divisions. Caixa Catalunya has developed a Risk Assessment System (RAS) capable of anticipating potential drops in customer credit ratings with an automatic customer alert management process and a calculation algorithm that takes into account the Institution’s global relationship with the customer. This tool is related to the score granted by the Rating System, regarding it as one of the important variables in this algorithm. In 2006 and 2007 an adjustment process took place with the aim of adapting the ratings given as closely as possible to the risk profile of the portfolio of companies and the total implementation of the SVR model in the Credit Risk Department, incorporating this rating in the different management tools. During 2008, implementation started across the whole organization by creating a new transaction which showed the agenda of each commercial executive with companies with high and very high risk alerts, as well as the list of alerts which gave rise to the past three ratings of the customer. Similarly, a specific unit was set up to monitor developers with an ongoing risk of more than 10 million euros. In 2009 we are planning to establish a blocking mechanism to formalizing/renewing new SVR operations. 2. Operational Risk 2.1 Operational risk management Operational risk is taken to mean the probability of losses due to personal inefficiency or errors in processes, systems or external factors. Operational-risk management is a strategic element for the Caixa Catalunya Group as it has a direct effect on the generation of value through results and an indirect effect on reputation and the confidence of social agents, regulators, customers and general public in the Institution. Therefore, it is important to maintain a high degree of awareness in internal control management as it forms part of the institutional culture of the Group. One way of explaining it is by clear regulatory manuals that are properly structured, simple to use and available to the whole organization through the qualitative management tool GIRO. A number of departments in the Institution are also responsible for adjusting and monitoring risks and controls over the latter. The Auditing Department of Caixa Catalunya has powerful software tools for operating-risk management and mitigation, which use a system of alerts to manage and monitor incidences related to the Institution's operating risk. The main tasks of this Department are to prevent and detect operating deviations at the various management centres during the regular on-site and remote audits. The Circular 3/2008 includes a series of proposals for operational risk involving the design of a management model that meets a series of quality standards based on the pillars of sufficiency of the Institution’s own resources, supervision and the transparency of the Accord. At the end of 2003, Caixa Catalunya began to implement a global operational risk management model using state-of-the-art tools and methodologies to promote the comprehension, prevention and mitigation of operational losses and the global profile of the Institution in each business area. In 2008, Caixa Catalunya continued working on an advanced model for the management of operational risk at the Institution that would meet both the expectations of supervisory organizations – established in Basel II – and the challenges posed by the Institution’s operations in its area of business. Also during this period, the process of validating the model was conducted by Internal Auditing, Internal Validation and the Bank of Spain itself. The Internal Auditing department has prepared two specific reports which join the four existing reports made in previous years. Meanwhile, the Internal Validation department has prepared its second report based on the model. The model fulfils all the requirements established by the Supervisor and in this respect the Bank of Spain has issued a 38 positive rating of the management system designed, highlighting the organization’s high level of involvement. The management model consists of a series of actions aimed at systemizing the identification, assessment, monitoring, measuring and mitigation of risk across the whole organization, with the support of specialist tools and methodologies, in the framework of global risk management. Specific lines of work have been defined for each area of the management model. These are: 2.2 Identification and evaluation These tasks cover the entire Group and include the drafting of a detailed map of processes, risks and controls for each department and the main subsidiaries, for which a regular self-assessment procedure has been set up in order to produce qualitative information on risk factors and the control context. 2.3 Monitoring A historical database is maintained on operational events, which contains data from 1999 onwards, and includes some of the Group’s subsidiaries. Procedures for the capture, classification and management of events have also been introduced to systematize the future input of data into the database and to centralize the response mechanisms of the Institution. Event capture is automatic in more than 99% of cases. In order to obtain data from other national and international financial institutions for their integration in calculating the capital for Operational Risk using an AMA model, Caixa Catalunya has become a member of the ORX (Operational Risk Exchange) Consortium. 2.4 Measuring Caixa Catalunya carried out statistical modelling on both quantitative and qualitative data. In addition to meeting the requirements of the Solvency Circular for advanced approaches, the Institution hopes to establish internal calculations of the maximum losses that it could suffer in the most adverse situations, in order to guarantee sufficient equity and hence, the continuity of the Institution. 2.5 Specialized tools The operational risk management tools support the cycle of identifying, assessing, monitoring, measuring and mitigation/prevention: G.I.R.O. (Integral Operational-Risk Management): This tool forms part of the Intranet environment and permits the storage and management of the risks map and self-assessments, key risk indicators and materialized loss events. It also has a reports module for the circulation of information on the results of self-assessments and trends in the internal events database at all levels. HEROE: Specialist tool for the measurement and allocation of capital with four sources: internal database, external databases, self-assessments of the control environment, and scenario analysis. 2.6 Management framework The Operational Risk Department, which reports to the Risk Control Area, must ensure that the management cycle of all the above tasks is carried out correctly. In addition, an Operational Risk Committee has been set up to devise corrective actions and solutions to mitigate the main risks. 3. Market Risk This is a loss generated by adverse behaviour in different categories of risk: interest rates, prices, exchange rates, volatility, and the spread of the fixed-income portfolio. To identify and quantify the level of loss due to market risk, the Value-at-Risk (VaR) concept is used, which allows us to obtain the current level of exposure of Treasury activity within a specific timeframe and a statistical confidence interval. Ever since it was introduced in 2001, Caixa Catalunya has been using Historical Simulation methodology to calculate the Market Risk assumed by the business units that hold negotiating or trading 39 positions. The set confidence interval is 99% in a timeframe of one day and a historical depth of 2 years for the series of risk factors to which the Institution’s treasury activities are exposed. According to this methodology the computer system that calculates the VaR determines the worst theoretical loss with the confidence level and the timescale chosen obtained from submitting the positions currently held to the daily variations of the risk factors recorded during the previous two years. In order to contrast the usefulness of the market risk model, Caixa Catalunya carries out a backtesting process which consists of comparing the daily result with the VaR figure obtained from the same position, and checking how many times the daily result exceeds the VaR figure. The model’s validity is confirmed by checking whether the number of excesses is higher than the number anticipated a priori for the chosen confidence interval. The system of controlling market risk is based on a process of daily measuring, monitoring and control of an integral system of limits previously approved by the Board of Caixa Catalunya, which includes VaR figures, the market value of positions, sensitivity to variations in interest rates and stop loss levels relating to all the activities carried out by the Treasury Department that are subject to market risk. 4. Structural Balance Sheet Interest Rate Risk This refers to the exposure of the intermediation margin and economic value of the capital of an institution to variations in interest rates. In its structural balance sheet interest rate risk management, one of Caixa Catalunya’s main objectives is to provide the Intermediation Margin with stability against variations in interest rates and protect the economic value of its capital. The Assets and Liabilities Committee (COAP) is responsible for putting into practice the procedures that guarantee compliance at all times with the control and interest rate risk management policies established by the Board of Directors, and this is where the limits to exposure to this risk are set in terms of variations in the Institution’s asset value and variations in the intermediation margin, looking at a timescale of 12 months. With the aim of giving the intermediation margin stability and protecting the economic value of the balance sheet against interest rate movements, financial derivatives are contracted which form part of the macro-coverage of cashflow and reasonable value, respectively. Under the COAP’s mandate, management of the balance sheet is carried out in a coordinated way between the departments directly responsible for assets and liabilities management. The operational structure is designed to ensure efficient segregation of roles between the informationgenerating centres, decision-makers, managers, controllers and recorders from the first level of Caixa Catalunya’s organizational structure. Reporting to the Risk Management in the Risks Control Area, Market Risk and Balance Sheet Risk is responsible for identifying, measuring, monitoring, following up and reporting on the Institution’s balance sheet risk, with an emphasis on the following functions: a) Calculating the sensitivity of asset value and the sensitivity of the intermediation margin according to the guidelines established in the official statements to be reported regularly to the Bank of Spain. b) Analysing that hedging operations comply with the requirements necessary to be recorded as such. c) Evaluating, following up, monitoring and reporting to the COAP on compliance with the limits and policies set by the COAP. d) Monitoring the efficiency of coverage; identifying the inefficiencies reached in each time period and their impact. e) Validating the methodologies for measuring structural interest rate risk used for its management. The structural balance sheet interest rate risk can be found in the negotiation portfolio, given that all Caixa Catalunya’s operations that generate currency positions are managed jointly with the other negotiating positions. 5. Liquidity Risk Liquidity is defined as the capacity of a financial institution to obtain funds to handle the obligations it has previously taken on, within any timescale. A liquidity risk arises when an institution cannot fulfil its contractual obligations, which has an adverse affect on its image and financial stability. Caixa Catalunya manages liquidity risk from the dual perspective of operating liquidity, managed by the Treasury and Capital Markets division, and structural liquidity, managed by the Bank’s Management through the Committee of Assets and Liabilities. 40 On 17 June 2008, the Board of Directors of Caixa Catalunya approved the Liquidity Management and Monitoring Policies for the Institution, which facilitate the identification of potential liquidity problems in the short and medium term, using certain benchmark parameters to constantly monitor due dates in the balance sheet structure. Likewise, these policies define who is responsible for identifying and then categorizing any liquidity offsets, and the framework for communication and action in order to rapidly and effectively deal with any crises. The operating limits and the signs described in the Liquidity Management and Monitoring Policies to assess the liquidity risk are controlled every day by the Balance Sheet Management Unit. This unit is made up of technicians from the Front-Office Treasury and Balance Sheet Management department, who are responsible for identifying and notifying the Liquidity Committee in the first instance about any alerts as described in the Plan. The Liquidity Contingency Plan envisages certain contingency situations in which the Treasury and Capital Markets Department will inform the COAP and the Senior Management, convening a Liquidity Committee with the relevant seniority and analysing the causes and proposing the appropriate corrective measures. 6. Counterpart Risk Counterpart risk is understood as the possible losses that may be incurred by Caixa Catalunya as a result of the non-payment of a counterpart in monetary and derivatives market operations. The Institution sets maximum limits for exposure to counterpart risk based on the Short and Long Term ratings given by the ratings agencies (Moody’s, FITCH and S&P), while also taking into consideration the equity and other financial variables of the counterpart market with which it wants to operate. These maximum limits are approved by the Board of Directors, and the Risk Management department is authorized to apply more restrictive limits or withdraw them completely in the cases it deems necessary. Caixa Catalunya also uses risk mitigation techniques by signing collateral contracts and compensation agreements with all the counterparts where there is a significant derivatives operation. In this way the counterpart risk taken on is minimized, given that in the case of a breach there is a cash guarantee in place equivalent to the corresponding exposure to the derivatives contracted. 7. Issuer Risk Issuer Risk is understood as the risk of possible losses that might be incurred by Caixa Catalunya due to non-payment by an issuer of fixed-income instruments or asset-backed securities. The Institution uses a methodology similar to that used for counterpart risk in setting maximum investment limits with regard to issuer risk. These maximum limits are approved by the Board of Directors, and the Risk Management department is authorized to apply more restrictive limits or withdraw them completely in the cases it deems necessary. 8. Concentration risk The Institution carries out a periodical portfolio control to evaluate and monitor risk concentrations that could become significant. Concentration risk management is done by establishing controls at the initial phase of conceding the risk and, later on, controls over both the volume and percentage of concentration on equity, at economic group level, sectors of activity, etc. As well as complying with the Supervisor’s regulations, these controls also abide by the internal policies for controlling limits approved by the Board of Directors. 9. Country risk Caixa Catalunya limits its exposure to Counterparty Risk and Issuing Risk with institutions and/or companies whose country falls in the first two groups described in the CBE 4/2004 to ensure there are no risks with countries with a speculative rating. 41 Only certain operations relating to letters of credit and very specific guarantee and counter-guarantee operations for very restricted amounts and periods can be formalized with entities belonging to countries with a lower credit rating. 10. Settlement Risk Includes all types of currency trading, regardless of their contract term. The limit for Liquidation Risk is quantified as double that granted for the shortest counterpart risk term. 11. Internal Validation During the year, the independence of the Internal Validation department was increased in line with the requirements of the “Solvency Circular” and the “Validation Document No. 2” guide from the Bank of Spain. On the one hand, the different validation units of the different risks have been unified into one single department, and on the other, the department now reports directly to the Head of Risk Management. The aim of this is to give the unit greater importance and standing within the Institution. Its mission is to supervise the quality, effectiveness and suitability of the internal models used by the Institution in terms of both calculating and managing regulatory capital. The main areas covered by this department are the essential elements of any advanced risk management system: methodologies, documentation, data used, quantitative and qualitative aspects (use testing), amongst others. In 2008 the Second Internal Validation Cycle was carried out for both Credit Risk and Operational Risk, following the Annual Internal Validation Plan established at the end of 2007. This cycle entailed conducting different tests that covered both qualitative and quantitative aspects. The results have been recorded in various Validation Reports, one for each of the models currently used by the Institution. With regard to Market Risk, during the first quarter the First Internal Validation Cycle was completed. The recipients of the Validation Reports were the Bank of Spain, Internal Auditing and the departments validated. The most noteworthy aspects were sent to the Senior Management. Regarding to Credit Risk validation, the tests were mainly based on verifying that the models had sufficient discrimination capacity, the adequate predictive capacity of the PD curve, and the stability of risk parameters (PD, EAD and LGD), as well as analysing the behaviour of the portfolio in extreme economic situations (stresstesting). Another significant element of the tests was aimed at checking the correct use of the models in daily risk management (use testing). With regard to Operational Risk validation, this cycle centred mainly on assessing the adequacy of internal controls, hypothetical risk scenarios and control factors, implementing the model in the management system and reviewing the methodology. With regard to Market Risk validation, work focused on the model’s field of application, an assessment of the measurement system, operational tests and the technological environment. The third validation cycle on Credit Risk and Operational Risk is currently underway, as is the second validation cycle for Market Risk. F.2. List the risks covered by the system and explain how the risk-control systems adopted fit the profile of the Institution, taking into consideration the structure of its equity: The risks managed by the Departments that make up the Risk Management Division have been analysed in detail in the previous section. The departments that report to the Risk Management Division – acceptance, monitoring, follow-up and recovery of risks – are subject to a process of internal validation and auditing. In 2008 the Solvency Committee was set up, which monitors the objectives and policies for solvency, profitability and use of capital and, if necessary, proposes any corrective measures. Ordinary meetings are held every quarter and discuss information relating to computable equity and consumption, solvency coefficients and forecasts of future solvency scenarios. The governing bodies are also regularly informed as to the ratio between capital adequacy and total assumed risk (based on the risks described in the previous section), as well as the level of observance of the policies and procedures in place for managing risk. Within the framework of Pillar 2, using benchmark data from June 2008, Caixa Catalunya has also undertaken a self-assessment of internal capital in which it quantified, in terms of economic capital for strategic purposes, the capital requirements for all the risks identified as significant. As well as the Pillar 1 risks (credit, operational and market), this calculation included in the economic capital requirements for 42 other risks such as liquidity, structural balance, concentration, etc. The calculation was made using a timescale of three years and at the same time sources of capital were also forecast for a three-year horizon. As a complementary factor to these risks covered by the economic capital quantification model in the process of self-assessment of internal capital, the Institution also identified other significant risks which it has dealt with qualitatively as it considers they are protected. The results of this self-assessment process are set forth in the Capital Self-Assessment Report. We are currently working on a new Capital SelfAssessment Report using benchmark data from 31 December 2008. The qualitative risks mentioned earlier include technological risk, regulatory compliance risk, business risk, reputation risk, etc. F.3. If any of the risks affecting the Bank and/or its group have materialized, indicate the circumstances causing the latter and whether the control systems in place were successful: F.4. Indicate whether there is a committee or other governing body in charge of setting up and overseeing these control mechanisms and describe the functions of the latter: F.5. Describe the process for compliance with the various regulations affecting the Bank and/or its Group: G ANNUAL REPORT PREPARED BY THE INSTITUTION’S INVESTMENTS COMMITTEE, REFERRED TO IN ARTICLE 20 TER OF LAW 31/1985 (AUGUST 2), ON THE REGULATION OF BASIC RULES FOR GOVERNING BODIES OF SAVINGS BANKS G.1. Complete the following table on the purchase or sale of significant shareholdings in listed companies carried out by the Savings Bank during the year, either directly or by companies in its group: Amount (thousands of Euros) Investment or disinvestment 738,332 Disinvestment Date of execution of the operation 27-03-2008 Company subject to investment or disinvestment ABERTIS INFRASTRUCTURAS SA Direct or indirect shareholding of the Bank after the operation Date of issue of the report and ruling of the Investments Committee on the financial feasibility and compliance with the budgets and strategic plans of the Bank 0.18 Issue date 26-032008 Resolution: Favourable. G.2. Complete the following table on the investments and disinvestments in business projects with a presence in the management or governing bodies, carried out by the Savings Bank during the year, either directly or by companies in its group: 43 Amount (thousands of Euros) Investment or disinvestment Date of execution of the operation Company subject to investment or disinvestment Direct or indirect shareholding of the Bank after the operation 52,788 Disinvestment 21-08-2008 FRANCE TELECOM ESPAÑA SA 0.00 15,224 Investment 12-06-2008 P.E. COLL DEL MORO 40.00 34,780 Disinvestment 27-08-2008 0.00 12,808 Disinvestment 01-08-2008 HERENCIA MERIDIONAL SOLAR SL DARLINGTON BV 0.00 Date of issue of the report and ruling of the Investments Committee on the financial feasibility and compliance with the budgets and strategic plans of the Bank Issue date 17-062008 Resolution: Favourable. Issue date 03-062008 Resolution: Favourable Issue date 03-062008 Resolution: Favourable Issue date 29-072008 Resolution: Favourable. G.3. Indicate the number of reports issued by the Investments Committee during the year: Number of reports issued 7 G.4. Indicate the date on which the Annual Report of the Investments Committee was approved: Date of report H 03-02-2009 REMUNERATION H.1. Indicate the total remuneration paid to key management figures and to members of the Board of Directors for their role as management staff: Remuneration Pay and similar remuneration Commitments for pensions insurance premiums or payment of life Amount (thousands of Euros) 3,815 1,705 H.2. Complete the tables below with the total allowances for attendance and similar remuneration: a) Board of Directors: Remuneration Allowances for attendance and similar remuneration Amount (thousands of Euros) 1,191 b) Control Committee: Remuneration Allowances for attendance and similar remuneration 44 Amount (thousands of Euros) 201 c) Remuneration Committee: Remuneration Allowances for attendance and similar remuneration Amount (thousands of Euros) 15 d) Investments Committee: Remuneration Allowances for attendance and similar remuneration Amount (thousands of Euros) 27 H.3. Indicate the total remuneration paid to members of the governing bodies and management staff for representation of the Bank in listed companies or in other organizations in which it has a significant presence or representation: Remuneration (thousands of Euros) 0 H.4. Indicate, if applicable to the Bank or its group, any guarantee or protection clause for cases of dismissal, resignation or retirement for key management staff or members of the Board of Directors in their managerial capacity. Indicate whether these contracts must be communicated or approved by the bodies of the Bank or its group: Number of beneficiaries Board of Directors General Assembly Body authorizing the clauses YES NO Is the General Assembly informed of the clauses? I SHARES I.1. Complete, if applicable, the following table on participations in the Savings Bank: Date of last modification Total volume (thousands of Euros) 0.00 Number of shares 0 If there are different types of share, list them in the table below: Type Number of shares Unit nominal amount I.2. Indicate the direct and indirect holders of participations accounting for a percentage equal to or greater than 2% of the total volume of outstanding shares of your Bank at the end of the financial year, excluding Members of the Board: Name or business name of shareholder Number of direct shares Number of indirect shares (*) % of total volume (*) Through: Name or business name of direct shareholder Total: Number of direct shares 45 % of total volume Indicate the most relevant movements in participation-volume structure during the year: Name or business name of shareholder Date of operation Description of operation I.3. Complete the following tables with the members of the Board of Directors of the Company who have participations in the Savings Bank: Name Number of direct shares Number of indirect shares (*) % of total volume (*) Through: Name or business name of direct shareholder Number of direct shares Total: % of the total volume of participations held by the Board of Directors 0.000 I.4. Complete the following tables on the treasury stock of participations in the Savings Bank: At the close of the financial year: Number of direct shares Number of indirect shares % of total volume of shares (*) Through: Business name of the direct shareholder Number of direct shares Total: Results obtained during the year from treasury stock operations (thousands of Euros) 0 I.5. Describe the terms and conditions for authorizing the General Assembly to conduct the purchase or transfer of the participations indicated in the above section: J COMPLIANCE WITH GOOD GOVERNMENT RECOMMENDATIONS If at the time this report was drafted there are no generally accepted good government recommendations taking into account the legal nature of savings banks, describe the corporate government policies that the Institution must comply with by law, and any additional policies introduced by the Bank. If at the time this report was drafted, the Bank has generally-accepted good government recommendations taking into account the legal nature of savings banks, indicate the Institution’s compliance with the existing corporate government recommendations or its failure to comply with these recommendations, where applicable. If any of the recommendations are not followed, explain the recommendations, rules, practices or criteria applying to the Institution. At the time of writing this report, the document had not been drafted on the corporate government of Savings Banks issuing values admitted for trading on official securities markets, indicated in Clause One 1. i) of Order ECO/354/2004 (February 17) of the Ministry of Economy, the Corporate Government Annual Report and other information on savings banks that issue securities admitted for trading on official securities markets. 46 Nonetheless, Caixa Catalunya has generally followed good government practices, the most significant of which are detailed below. Governing bodies In accordance with Article 21 of its Articles, the members of the governing bodies, regardless of the sector they represent, shall carry out their functions in all events to the exclusive benefit of the interests of Caixa Catalunya, its ACCOUNTHOLDERS and compliance with its corporate purpose, with absolute independence of any other interest that may affect said members. Moreover, members of the governing bodies perform their duties in an honorary capacity, free of charge, and do not receive remuneration in this regard other than allowances for attendance and travel, within the limits of the protectorate of the Department of Economy and Finance of the Generalitat of Catalonia. In accordance with Law 14/2006 of 27 July 2006 of the Generalitat of Catalonia to reform the Savings Bank Law of Catalonia, the Extraordinary General Assembly of Caixa Catalunya adapted its Articles of Association on 2 November 2006 to establish the position of Chairman as a remunerative one. In view of the parameters that need to be considered in accordance with Section 3 of Article 1 of Order 70/2007 from the Department of the Economy and Finance, given that the functions of the chairman are not executive and that it is not a full-time position, in its session on 18 December 2007, the Board of Directors established remuneration for the chairman of 175,000 euros per year, which is compatible with the amount of the allowances to which he is entitled. With regard to the remuneration received by the members of the governing bodies and management staff arising from their representation of Caixa Catalunya in listed companies or companies in which the Institution has a significant presence or representation, it should be noted that this participation is not in a personal capacity, except in some of the Group’s subsidiaries and Cedinsa Concesionaria S.A., Volja Plus S.L. and the Spanish Confederation of Savings Banks – as the articles of this organization require – but rather on behalf of Caixa Catalunya. As a result, this remuneration is always paid to the Bank, not to the individual. There are no entries from Group subsidiaries for salaries, allowances or other types of remuneration to any member of the governing bodies or managerial staff for representing the parent institution in their duties. Adhesion to the United Nations Global Compact Caixa Catalunya completed its membership of the United Nations Global Compact on April 4, 2005, following the unanimous agreement of the Board of Directors at the meeting held on March 15 of the same year, as part of the strategy, culture and daily actions of the Institution and its responsibility towards its customers, employees, suppliers and society in general. The Global Compact is an optional, international, ethical commitment initiative designed to bring together companies, organizations, workers and representatives of civil society to conciliate the interests, purposes and needs of business activity with the values and demands of society. The ultimate aim is to eliminate the harmful effects of current economic dynamics and promote increased social welfare and human dignity. The Global Compact is based on ten Principles by which it encourages its members to support and respect internationally-acknowledged human rights, to prevent involvement in abuse and situations in which these rights are ignored, to support freedom of association, eliminate all manner of forced labour and to completely abolish child labour. Members of the pact also undertake to use cautionary criteria with respect to environmental problems by adopting initiatives to promote greater environmental responsibility and to favour the development and diffusion of technologies that respect the environment. Lastly, companies must work to prevent and take responsibility in the fight against corruption in all its forms, so that we can create a fairer and more charitable society that is more committed to the heritage of the environment. In order to retain their status as active members of the Global Compact, all signatory companies are obliged to present an annual report (Communication On Progress) containing a reaffirmation of their commitment and explaining the advances they have made in each of the 10 Principles. Since it joined the Global Compact, Caixa Catalunya has regularly presented its progress reports by means of one of the two 47 procedures recommended by this organization: inclusion in the Annual Corporate Social Responsibility Report or drawing up an ad hoc document. In either case, the information is available on the Global Compact, website, www.unglobalcompact.org and on the Institution’s website, www.caixacatalunya.com. In 2008, Caixa Catalunya signed two global initiatives related to sustainable development, instigated by the European Savings Banks Group: the ESBG Charter for Responsible Business and the ESBG Resolution Towards a Greener Savings and Retail Banking Sector (documents available at www.esbg.eu). Social Work Caixa Catalunya’s Social Work is implemented through the Caixa Catalunya Foundation and encompasses the five main lines of action in which the Institution is involved (culture, social care, social inclusion, the environment and R+D+i). The Social Work Programme is implemented in accordance with the directives, supervision and control of the Board of Directors and the Social Work Committee, the entity designated by the Board of Directors. The Foundation is also governed by a Trust comprising nine members, including all the directors on the Social Work Committee. The Foundation’s governing body, which meets at least every quarter, is chaired by the Chairman of Caixa Catalunya; other trustees include the General Manager, who serves as vice-chairman, and the Institutional Advisor. In their actions, the members of the Foundation’s Trust are bound by the same criteria and restrictions that apply to the members of the Social Work Committee and do not receive any kind of remuneration for their services. As regards resources allocated to Social Work, each year, the Governing Bodies of Caixa Catalunya decide on the priority areas of action. Prior to this, the demands of society are taken into account, along with the capacity of the public sector to deal with the most important needs that are not otherwise covered. The dedicated resources are managed partly by the Foundation, which represents the instrument though which all the Social Work activities are carried out. In this respect, Social Work is carried out through its own programmes run by the Foundation itself and also in collaboration with not-for-profit organizations. In line with the above, the economic aid granted by Social Work to projects carried out by other organizations is awarded through public competitions aimed at non-profit organizations, in order to increase Caixa Catalunya’s transparency in this field and to collaborate with the initiatives of different areas. The Foundation has posted the rules for calls for project grants on the Internet and once the projects have been submitted they are put before an Assessment Committee designated by the Foundation’s Trust, whose mission is to select the best projects in the fields of solidarity, social care, culture and the environment. Once the aid has been approved, it is published in detail on the corporate website and in the report on Social Work activities, published each year. The basic criteria used for allocating the above aid is the degree to which the activity matches the purpose of the competition, the guarantee of management control and accounting, a coherent relationship between the budget and the results, the relevance of the proposal and the public benefit it will bring. These criteria are consistent with Caixa Catalunya’s commitment to its founding aim of contributing to a better society, promoting positive and sustainable social action from both an economic and environmental perspective. The Social Work activities of Caixa Catalunya are detailed in the Activities Report published each year by Social Work. The Corporate Social Responsibility Report also refers to many of the activities carried out under the umbrella of Social Work. In 2008, the resources dedicated by Caixa Catalunya to its Social Work programmes came to 66.4 million euros, representing 13.8% of the Institution’s profits after tax in the previous financial year. This amount, together with 15.7 million euros of its own revenue, means that the total resources available for Social Work came to 82.1 million euros. It is worth highlighting the investment of 27.1 million euros (33%) in real estate and our own Social Work projects which included, amongst other things, the renovation of the La Pedrera Auditorium, the renovation of the Sant Jordi Clubs and the new Sant Jordi Haemodialysis and Applied Research Centre at the Hospital Clínic. Overall, 28.2% of the total funds were dedicated to social welfare and healthcare; 36.4% to culture and leisure; 10.9% to education and research, and the remaining 24.5% to natural and artistic heritage. Transparency and confidentiality Caixa Catalunya provides its customers with clear and comprehensible information on the products and services they contract, and on the interest rates and fees applied to each of these. In accordance with Bank of Spain regulations, this information is available to the public at all branches and on the Institution’s website. This customer-communication heading places special importance on advertisements in the form of leaflets and posters, which are produced according to the transparency regulations established by competent regulatory bodies (Bank of Spain and the CNMV – National Securities Market Commission). 48 Advertising directed towards customers is subject to criteria of maximum transparency and quality, and is always submitted pre-publishing for the authorization of bodies ensuring compliance with these principles (the Department of Economy and Finance of the Generalitat of Catalonia, the Bank of Spain, the Spanish Securities Market Commission, the Directorate-General of Insurance, etc.). Caixa Catalunya is also a member of Autocontrol, a self-regulating advertising organization established with the aims of converting advertising into a useful economic tool and of guaranteeing fair competition and the rights of users and consumers. The organization has its own Code of Advertising Conduct for member organizations, and guarantees compliance with this through its independent control body. As a result of the new Regulation governing the Protection of Personal Data going into effect, the clauses of contracts have been updated to comply with this new legislation. We are also developing internal regulations for the treatment of non-automated files that reflect the specific aspects of the new Regulation, which will be completed within the moratorium period (April 2009 at the latest). The Security Document has been updated to adapt to the new model proposed by the Spanish Data Protection Agency (APD). In 2008 a study was started to modify the registration of files on the Data Protection Agency Register; the aim is to achieve a logical declaration that allows improved data maintenance and reduces the number of files registered. Ethical relationships with suppliers Caixa Catalunya's commitment to society includes establishing ethical and transparent relationships with its suppliers. The Institution also prefers the use of consumables and recyclable material wherever these meet the set quality standards. Caixa Catalunya’s environmentally-friendly purchasing criteria extends to purchasing the paper it requires from suppliers with the ISO 14001 and EMAS (EU Eco-Management and Audit Scheme) quality certificates. These suppliers subscribe to an environmental-management program that analyses all phases and stages of the life of a product to reduce water consumption and manufacture cellulose in line with sustainable forest management. In accordance with the principle of transparency, since the end of 2003 all purchases of paper and consumables have been done by electronic auction through an Internet portal. This auction is open to all suppliers who meet the established requirements and in accordance with the values of Caixa Catalunya. The process ensures equality of opportunity and information for all suppliers and optimal purchasing prices. Meanwhile, Caixa Catalunya has added a clause in the contracts of its suppliers informing them that the Institution is a member of the UN Global Compact, and thus committed to upholding its 10 Principles, and requiring suppliers to declare that they are aware of this situation and that their business pledges to behave in consonance with these 10 Principles. Prevention of Money Laundering As part of its social commitment to prevent and try to prohibit use of the financial system for the laundering of money from criminal activities, and in compliance with the legislation in this regard, Caixa Catalunya carries out its financial operations in accordance with good banking practice and has introduced, among other procedures, preventive measures for the examination and control of operations, the identification and awareness of customer activity, and employee training programs. In this respect there is a Money Laundering Prevention Manual available which can be found at www.caixacatalunya.es/Conozca Caixa Catalunya/Información Corporativa/Prevención blanqueo de capitales, software tools for detecting suspicious transactions and a training manual for staff members. Caixa Catalunya has set up a Money Laundering Prevention Committee as its top-level body for the prevention of money laundering. The committee is made up of qualified representatives from different fields of the Caixa Catalunya Group connected with this issue. Its main tasks are to establish the policy of Caixa Catalunya in this area, promote the development and implementation of money-laundering prevention procedures and to analyze and report any suspicious operations to SEPBLAC (the Executive Service of the Commission for the Prevention of Money Laundering and Financial Crime) in accordance with legal requirements. 49 Every year Caixa Catalunya submits its procedures and Internal Control and Communications Bodies on the prevention of money laundering to an expert external audit in compliance with Law 19/1993 of 28 December 1993 on specific measures for preventing money laundering. Internal Regulation of Conduct On 14 October 2008, the Board of Directors of the Caixa de Catalunya approved its adhesion to the Securities’ Markets Code of Conduct drawn up by the CECA, which modified the existing Code of Conduct that had been approved on 17 July 2007. These modifications to the Code of Conduct come in response to the enforcement of Law 47/2007 and Royal Decree 217/2008 transposing the Markets in Financial Instruments Directive to Spanish law. Its contents can be found at www.caixacatalunya.es/Conozca Caixa Catalunya/Información Corporativa/Reglamento Interno de Conducta. K OTHER USEFUL INFORMATION If you consider that any principles or aspects relevant to the practice of corporate governance as applied by your Institution has not been discussed in this report, use this section to describe them and explain their contents. General Assembly Noteworthy changes in 2008 were the resignation of Mr. Antoni Fogué Moya, and the death of Mr. Lorenzo Albardías Marfil (both representatives of the Founding Corporation), no replacements having been appointed by the end of the financial year. Replacements have not yet been appointed for Mr. Antoni Soy Casals and Mr. Ferran Mascarell Canalda, board members representing the Local Corporations sector, who resigned in 2006. It is also worth mentioning that for the first time, in compliance with State Law 62/2003 and the Generalitat’s Decree 311/2004, the Madrid City Council appointed a representative in March 2006, who joined the 12 representatives from Catalan town councils, thus increasing the group of County Councils to 12. As a result, the Assembly is temporarily made up of one extra board member, which was anticipated and authorized by the temporary provision of the Generalitat’s Decree 311/2004, i.e. 161 members until the next partial renewal, when the group of 7 County Councils will be replaced by a new group of 6. There are no specific regulations on the General Assembly, as its authority and mode of operation are detailed in the Articles of the Institution. Board of Directors There are no specific regulations on the Board of Directors, as its authority and mode of operation are detailed in the Articles of the Institution. Social Work Committee Mr. Joan Echániz Sans (representative of the Founding Corporation) and Mr. Josep Isern Saun (representative of the Depositors) were appointed as new members of the Social Work Committee at the Board of Directors meeting held on 16 December 2008. Operation of the Governing Bodies The meetings of the Remuneration and Investments Committees are attended by the Director General of the Institution, under the conditions established in the Articles for attendance of the latter at meetings of the Board of Directors in his capacity as Secretary. Section B2 The operation in section B2, where the type of operation is Debtor Factoring and the Conditions box is empty, is due to the fact that the company’s position is as a debtor and therefore the conditions of the transaction do not apply to the company but rather to the lessor. Section B4 Includes Jurídica Manresana S.A. loan subrogation. 50 Section H.1 The criteria used for calculating section H.1 were based on the actual composition of the Board of Directors during the period in question, and not on its composition as at 31/12/08. In addition, during 2008 the working relationship between the company and some of its senior executives came to an end, which generated a cost of 7,617 thousand euros and pension contributions of 577 thousand euros. This Annual Report on Corporate Government was approved by the Board of Directors of the company at the meeting held on 24-02-2009. List the members of the Board who voted against or abstained from approval of this report: Name of Board Member Abstention/vote against 51 ADDENDA TO ANNEX I A.1. GENERAL ASSEMBLY A.1.1. DIRECTORS GENERAL BOARD MEMBERS Name of General Board Member ADRIANA SÁNCHEZ DANÈS ALBERTO FERNÁNDEZ DÍAZ ALFRED NEBOT NEBOT AMADEO JUAN PRAT AMALIA SABATÉ SIMÓ ANA CARMEN BELILLAS ESTADA ANDREU FRANCISCO ROGER ÀNGEL FERNÀNDEZ MARTÍNEZ ÀNGEL GUIU ABELLA ÀNGEL MIRET SERRA ANNA PEDRÓ CARULLA ANTONI LLARDÉN CARRATALÀ ANTONI MONTSENY DOMÈNECH ANTONIA MARÍA SÁNCHEZ MORENO ANTONIO BALMÓN AREVALO ANTONIO CARRASCO SANCHEZMONCAYO ASSUMPTA ESCARP GIBERT BERNAT VÁZQUEZ MALDONADO CARLES HIJOS MATEU CARLES MARTÍ JUFRESA CARLES SAMPONS SALGADO CARME LLOBERA CARBONELL CELESTINO ANDRÉS SÁNCHEZ RAMOS DAVID MASCORT SUBIRANAS DAVID MONTAÑÉS CLEMENTE DOLORES GÓMEZ FERNÁNDEZ EDUARD GISBERT AMAT EMILI MEDAN ANÉ EMILIA SANDRA NAVÍO MALO ENRIC SENDRA GUBIANES ERNEST CASADESÚS ANFRONS ESTANIS FELIP MONSONÍS ESTHER ROVIRA TARRASÓN EUGENI FORRADELLAS BOMBARDÓ FÉLIX CABALLERO MATEO FERNANDO MELÉNDEZ CAÑIZARES FERRAN MARTÍNEZ RAMOS FINA ORRIT GARCIA FRANCESC ANTONI REQUENA CONTRERAS FRANCESC IGLESIES SALA FRANCESC SÁNCHEZ ARCHS FRANCISCA TERUEL LAGUNAS FRANCISCO GARCIA PRIETO FRANCISCO JOSÉ VILLEGAS HERRERO FRANCISCO ÚBEDA LÓPEZ GEMMA LÓPEZ CANOSA GENÍS GARRIGA BACARDÍ HELENA ARRIBAS ESTEVE JAIME GRAUS ALBARRACÍN JAUME CIURANA LLEVADOT Group represented ACCOUNTHOLDERS FOUNDING CORPORATION EMPLOYEES FOUNDING CORPORATION ACCOUNTHOLDERS ACCOUNTHOLDERS FOUNDING CORPORATION FOUNDING CORPORATION MUNICIPAL CORPORATIONS FOUNDING CORPORATION ACCOUNTHOLDERS MUNICIPAL CORPORATIONS FOUNDING CORPORATION FOUNDING CORPORATION MUNICIPAL CORPORATIONS EMPLOYEES MUNICIPAL CORPORATIONS ACCOUNTHOLDERS EMPLOYEES MUNICIPAL CORPORATIONS FOUNDING CORPORATION ACCOUNTHOLDERS FOUNDING CORPORATION MUNICIPAL CORPORATIONS ACCOUNTHOLDERS MUNICIPAL CORPORATIONS FOUNDING CORPORATION FOUNDING CORPORATION ACCOUNTHOLDERS ACCOUNTHOLDERS ACCOUNTHOLDERS MUNICIPAL CORPORATIONS ACCOUNTHOLDERS MUNICIPAL CORPORATIONS EMPLOYEES ACCOUNTHOLDERS FOUNDING CORPORATION ACCOUNTHOLDERS ACCOUNTHOLDERS FOUNDING CORPORATION FOUNDING CORPORATION MUNICIPAL CORPORATIONS FOUNDING CORPORATION ACCOUNTHOLDERS EMPLOYEES ACCOUNTHOLDERS EMPLOYEES FOUNDING CORPORATION ACCOUNTHOLDERS FOUNDING CORPORATION 52 Date of appointment JAUME GRAUPERA VILANOVA JAUME RABEYA CASELLAS JAVIER BASSO ROVIRALTA JESÚS CODERA DUASO JOAN BOSCH PONS JOAN BOADA GRANADA JOAN CARLES DEL RIO PIN JOAN CARLES MAS BASSA JOAN COSTA PLANS JOAN ECHÁNIZ SANS JOAN GÜELL JUAN JOAN LAGUNAS RIERA JOAN MANEL PLA RIBAS JOAN MARIA PAGÀ ORTIGA JOAN MARIA PORTA JOSA JOAN ORRIT ARMENGOL JOAN PERELADA RAMON JOAN PUIGDOLLERS FARGAS JOAN RECASENS GUINOT JOAN SABATÉ BORRAS JOAN VENDRELL VILA JOAN VICH ADZET JOAN VIDAL SELGA JOAN VILADROSA VIDAL JORDI AYMAMÍ ROCA JORDI BERTRAN CASTELLVÍ JORDI LABÒRIA MARTORELL JORDI MOLTÓ BIARNÉS JORDI PÉREZ SUÑER JORDI TUBELLA COLOMINAS JORDI XARGAY CONGOST JOSÉ ALBERTO GARCÍA ENRICI JOSÉ ANTONIO NUÑO CUENCA JOSEP ALONSO ROCA JOSEP AZUARA GONZÁLEZ JOSEP BUENO ESCALERO JOSEP BURGAYA RIERA JOSEP CANAL CODINA JOSEP CORDOMÍ LLADÓ JOSEP GISBERT LLANGOSTERA JOSEP ISERN SAUN JOSEP LLUÍS MORLANES GALINDO JOSEP MARIA GRÀCIA LLUCH JOSEP MARIA LLORENS RULL JOSEP MARIGÓ COSTA JOSEP MAYORAL ANTIGAS JOSEP MOLINS CODINA JOSEP RAMONEDA MOLINS JUAN JOSÉ FERNÁNDEZ MARTÍN JUAN VICENTE BERNAL CARRIÓN JUANA GUIJOSA PIBERNAT JULIA DAURA SÁNCHEZ LÍDIA PARCERISA GONZÁLEZ LLUÍS PALLARÈS PORTA LLUÍS SACREST VILLEGAS LUIS MARTÍNEZ CAMPOS MAITE VILALTA FERRER MANEL ESTRUGA BARTROLÍ MANUEL JESÚS PUJANA FERNÁNDEZ MANUEL MATOSES FORTEA MUNICIPAL CORPORATIONS FOUNDING CORPORATION MUNICIPAL CORPORATIONS FOUNDING CORPORATION MUNICIPAL CORPORATIONS EMPLOYEES FOUNDING CORPORATION MUNICIPAL CORPORATIONS MUNICIPAL CORPORATIONS FOUNDING CORPORATION ACCOUNTHOLDERS FOUNDING CORPORATION ACCOUNTHOLDERS ACCOUNTHOLDERS EMPLOYEES MUNICIPAL CORPORATIONS MUNICIPAL CORPORATIONS FOUNDING CORPORATION FOUNDING CORPORATION FOUNDING CORPORATION ACCOUNTHOLDERS MUNICIPAL CORPORATIONS ACCOUNTHOLDERS ACCOUNTHOLDERS FOUNDING CORPORATION FOUNDING CORPORATION MUNICIPAL CORPORATIONS FOUNDING CORPORATION ACCOUNTHOLDERS EMPLOYEES MUNICIPAL CORPORATIONS ACCOUNTHOLDERS EMPLOYEES EMPLOYEES FOUNDING CORPORATION FOUNDING CORPORATION MUNICIPAL CORPORATIONS FOUNDING CORPORATION ACCOUNTHOLDERS EMPLOYEES ACCOUNTHOLDERS FOUNDING CORPORATION ACCOUNTHOLDERS ACCOUNTHOLDERS FOUNDING CORPORATION FOUNDING CORPORATION FOUNDING CORPORATION FOUNDING CORPORATION FOUNDING CORPORATION ACCOUNTHOLDERS ACCOUNTHOLDERS ACCOUNTHOLDERS ACCOUNTHOLDERS ACCOUNTHOLDERS FOUNDING CORPORATION EMPLOYEES FOUNDING CORPORATION EMPLOYEES ACCOUNTHOLDERS ACCOUNTHOLDERS 53 MARCEL ESTEVE ROBERT MARIA ÀNGELS MAYAYO ABADÍA MARÍA DEL CARMEN VENTURA BORRELL MARIA ELENA BENEDICO GRACIA MARÍA JOSÉ MARGALEF VALLDEPÉREZ MARIA MERCÈ TOR PALAU MARIÀ NICOLÀS ROS MARÍA TERESA MATEO SAMPEDRO MARTA BORONAT SÁNCHEZ MATIES VIVES MARCH MERCEDES DE LA SERNA TORROBA MIQUEL AGUILÀ BARRIL MIQUEL ARISA COMA MIREIA GALLARDO ALBIOL MONTSERRAT BALLÚS COLL MONTSERRAT MÍNGUEZ GARCIA MONTSERRAT ROBUSTÉ CLARAVALLS NARCÍS SERRA SERRA NORMA GUTIÉRREZ GUERRA NÚRIA BOZZO DURAN ORIOL CARBÓ SERIÑANA ÓSCAR CASTILLO FERNÁNDEZ PABLO ROS GARCIA PENDING APPOINTMENT PENDING APPOINTMENT PENDING APPOINTMENT PENDING APPOINTMENT PERE PRAT BOIX PERE ROS PIJOAN RAFAEL ESPINOSA GARCÍA RAMON AYTÉS GALLARDET RAMON BASOMBA GIRALT RAMON BONET OLIVART RAMON CAMPS ROCA RAMON RIERA MACIÀ RAMON SOLÉ REGUES RAQUEL PUIG PÉREZ RAUL DEL PALACIO SAN MIGUEL RICARD MARTÍNEZ MONTEAGUDO RUTH CÁRDENAS MORERA SALVADOR BORDES BALCELLS SALVADOR CARBONELL FILELLA SANTIAGO CAYUELA TOMÁS SARA CARDONA RASO SERGIO VICH SÁEZ SILVIA FREIXAS MIQUEL SÍLVIA GRANELL LÓPEZ SIXTE MORAL REIXACH SONIA CASANOVAS CUELLAR VÍCTOR VILAR VILAR XAVIER GARCIA ALBIOL FOUNDING CORPORATION ACCOUNTHOLDERS ACCOUNTHOLDERS ACCOUNTHOLDERS ACCOUNTHOLDERS ACCOUNTHOLDERS FOUNDING CORPORATION ACCOUNTHOLDERS ACCOUNTHOLDERS FOUNDING CORPORATION ACCOUNTHOLDERS FOUNDING CORPORATION FOUNDING CORPORATION ACCOUNTHOLDERS ACCOUNTHOLDERS MUNICIPAL CORPORATIONS ACCOUNTHOLDERS FOUNDING CORPORATION EMPLOYEES FOUNDING CORPORATION FOUNDING CORPORATION ACCOUNTHOLDERS EMPLOYEES FOUNDING CORPORATION FOUNDING CORPORATION MUNICIPAL CORPORATIONS MUNICIPAL CORPORATIONS FOUNDING CORPORATION ACCOUNTHOLDERS ACCOUNTHOLDERS ACCOUNTHOLDERS ACCOUNTHOLDERS ACCOUNTHOLDERS FOUNDING CORPORATION FOUNDING CORPORATION ACCOUNTHOLDERS EMPLOYEES EMPLOYEES MUNICIPAL CORPORATIONS ACCOUNTHOLDERS MUNICIPAL CORPORATIONS ACCOUNTHOLDERS FOUNDING CORPORATION EMPLOYEES EMPLOYEES ACCOUNTHOLDERS ACCOUNTHOLDERS FOUNDING CORPORATION ACCOUNTHOLDERS ACCOUNTHOLDERS FOUNDING CORPORATION A.1.4. Where applicable, describe the contents of the regulation of the Assembly: Description A.2. Board of Directors A.2.8. Where applicable, describe the contents of the regulation of the Board of Directors: 54 ANNUAL ACCOUNTS OF THE CAIXA CATALUNYA GROUP - 2008 - Financial statements Consolidated balance sheets ....................................................................................................................................58 Consolidated income statements ..............................................................................................................................61 Consolidated statements of recognised income and expenses ...............................................................................62 Consolidated statements of total changes in equity..................................................................................................63 Consolidated cash flow statements...........................................................................................................................66 Notes 1. Introduction, basis of preparation of the consolidated annual accounts and other information ......................66 2. Accounting principles and measurement criteria ............................................................................................74 3. Risk management ...........................................................................................................................................108 4. Distribution of Caixa Catalunya profit .............................................................................................................117 5. Significant movements in investments ...........................................................................................................117 6. Business segment reporting ...........................................................................................................................118 7. Remuneration of the Board of Directors and Senior Management of Caixa Catalunya................................118 8. Cash and balances with central banks...........................................................................................................120 9. Financial assets and liabilities held for trading...............................................................................................120 10. Other financial assets at fair value through profit or loss ...............................................................................124 11. Available-for-sale financial assets ..................................................................................................................124 12. Loans and receivables....................................................................................................................................126 13. Held-to-maturity investments..........................................................................................................................129 14. Hedging derivatives (assets and liabilities) ....................................................................................................130 15. Non-current assets held for sale.....................................................................................................................131 16. Equity investments..........................................................................................................................................131 17. Reinsurance assets ........................................................................................................................................135 18. Property and equipment .................................................................................................................................136 19. Intangible assets .............................................................................................................................................137 20. Other assets....................................................................................................................................................137 21. Financial liabilities at amortised cost ..............................................................................................................138 22. Liabilities under insurance contracts ..............................................................................................................142 23. Provisions (except for Provisions for taxes) ...................................................................................................142 24. Other liabilities ................................................................................................................................................143 25. Minority interests.............................................................................................................................................143 26. Valuation adjustments ....................................................................................................................................144 27. Reserves .........................................................................................................................................................145 28. Tax matters .....................................................................................................................................................147 29. Community Projects........................................................................................................................................150 30. Contingent risks and contingent liabilities and other information...................................................................151 31. Geographical breakdown of branches............................................................................................................154 32. Interest and similar income.............................................................................................................................154 33. Interest and similar expenses.........................................................................................................................155 34. Income from equity instruments .....................................................................................................................155 35. Income of entities accounted for using the equity method.............................................................................156 36. Fee and commission income..........................................................................................................................157 37. Fee and commission expense........................................................................................................................157 38. Gains/(losses) from financial assets and liabilities.........................................................................................157 39. Exchange differences .....................................................................................................................................158 40. Other operating income ..................................................................................................................................158 41. Other operating expenses ..............................................................................................................................159 42. Administrative expenses.................................................................................................................................159 43. Gains/(losses) on sale of non-current assets held for sale not classified as discontinued operations .........161 44. Related party transactions ..............................................................................................................................161 45. Customer service ............................................................................................................................................162 Caixa Catalunya Group Consolidated balance sheets at 31 December 2008 and 2007 (Notes 1 to 6) 2008 2007* Cash and balances with central banks (Note 8) 1,790,213 801,594 Financial assets held for trading (Note 9) - Due from banks - Customer loans - Debt securities - Other equity instruments - Trading derivatives Memorandum item: loaned or advanced as collateral 1,079,804 268,547 811,257 166,023 1,767,228 1,251,501 23,773 491,954 565,119 56,319 56,319 - 55,971 55,971 - Available-for-sale financial assets (Note 11) - Debt securities - Other equity instruments Memorandum item: loaned or advanced as collateral 2,773,341 1,975,987 797,354 246,253 6,973,524 4,831,347 2,142,177 - Loans and receivables (Note 12) - Due from banks - Customer loans - Debt securities Memorandum item: loaned or advanced as collateral 50,663,811 599,239 50,011,118 53,454 606,170 55,183,842 4,628,222 50,555,620 3,934,528 Held-to-maturity investments (Note 13) Memorandum item: loaned or advanced as collateral 2,288,605 150,998 - ASSETS (Thousands of euros) Other financial assets at fair value through profit or loss (Note 10) - Due from banks - Customer loans - Debt securities - Other equity instruments Memorandum item: loaned or advanced as collateral Changes in the fair value of hedged items in portfolio hedges of interest rate risk Hedging derivatives (Note 14) 25,491 422,502 Non-current assets held for sale (Note 15) Equity investments (Note 16) - Associates - Jointly-controlled entities Pension-linked insurance contracts Reinsurance assets (Note 17) Property and equipment (Note 18) - Property, plant and equipment - Own use - Other assets under operating leases - Assigned to Community Projects Fund - Investment properties Memorandum item: acquired under finance lease Intangible assets (Note 19) - Goodwill - Other intangible assets Tax assets - Current - Deferred (Note 28.5) Other assets (Note 20) - Inventories - Other TOTAL ASSETS (3,522) 256,735 18,941 373 240,610 66,119 174,491 285,546 19,391 266,155 - - 18,920 15,675 1,275,747 1,118,926 1,003,063 115,863 156,821 - 1,145,419 1,084,914 977,924 106,990 60,505 - 51,276 51,276 49,682 49,682 421,096 21,873 399,223 348,949 36,816 312,133 2,500,373 2,411,284 89,089 63,627,049 1,320,399 1,260,334 60,065 68,201,415 * Presented for comparison purposes only. Notes 1 to 45 of the accompanying consolidated annual accounts are an integral part of the consolidated balance sheet as at 31 December 2008. 58 EQUITY AND LIABILITIES (Thousands of euros) LIABILITIES Financial liabilities held for trading (Note 9) - Central bank deposits - Deposits from banks - Customer deposits - Marketable debt securities - Trading derivatives - Short positions - Other financial liabilities Other financial liabilities at fair value through profit or loss - Central bank deposits - Deposits from banks - Customer deposits - Marketable debt securities - Subordinated debt - Other financial liabilities Financial liabilities at amortised cost (Note 21) - Central bank deposits - Deposits from banks - Customer deposits - Marketable debt securities - Subordinated debt - Other financial liabilities 2008 2007* 771,577 771,577 - 1,302,859 466,281 836,578 - - - 56,517,771 5,873,081 3,364,604 26,828,263 18,125,173 1,680,507 646,143 59,884,048 4,162,455 6,432,040 26,449,983 21,005,386 1,386,399 447,785 Changes in fair value of hedged items in portfolio hedges of interest rate risk 242,941 (150,199) Hedging derivatives (Note 14) 169,056 333,760 - - Liabilities associated with non-current assets held for sale Liabilities under insurance contracts (Note 22) 2,288,566 2,192,703 Provisions - Provision for pension and similar obligations (Note 23) - Provisions for taxes and other legal contingencies (Note 28) - Provisions for risks and contingent liabilities (Note 23) - Other provisions (Note 23) 327,691 206,254 22,437 53,565 45,435 302,310 211,656 23,132 42,178 25,344 Tax liabilities - Current - Deferred (Note 28.5) 168,109 12,648 155,461 500,158 1,221 498,937 Community Project Fund (Note 29) 162,963 147,532 Other liabilities (Note 24) 212,809 184,279 Capital repayable on demand TOTAL LIABILITIES 59 - - 60,861,483 64,697,450 EQUITY Equity - Endowment fund or capital - Issued - Less: Unpaid and uncalled - Share premium - Reserves (Note 27) - Accumulated reserves (losses) - Reserves (losses) of entities accounted for using the equity method - Other equity instruments - Compound financial instruments - Participating stock and associated funds - Other equity instruments - Less: Own securities - Income attributable to equity holders of the parent - Less: dividends and remuneration Valuation adjustments (Note 26) - Available-for-sale financial assets - Cash flow hedges - Hedges of net investments in foreign operations - Exchange differences - Non-current assets held for sale - Entities accounted for using the equity method - Other valuation adjustments Minority interests (Note 25) - Valuation adjustments - Other TOTAL EQUITY TOTAL EQUITY AND LIABILITIES Memorandum item Contingent risks (Note 30) Contingent liabilities (Note 30) 2008 2007* 2,732,345 2,538,677 2,559,741 (21,064) 193,668 - 2,618,970 2,131,051 2,145,606 (14,555) 487,919 - 9,752 24,198 (2,311) 10 (12,145) - 831,854 823,252 10,209 (1,607) - 23,469 23,469 53,141 53,141 2,765,566 3,503,965 63,627,049 68,201,415 3,126,426 3,595,636 11,331,888 13,507,276 * Presented for comparison purposes only. Notes 1 to 45 of the accompanying consolidated annual accounts are an integral part of the consolidated balance sheet as at 31 December 2008. 60 Caixa Catalunya Group Consolidated income statements for the years ended 31 December 2008 and 2007 (Notes 1 to 6) (Thousands of euros) 2008 2007* Interest and similar income (Note 32) 3,343,308 2,936,211 Interest and similar expenses (Note 33) 2,445,952 2,080,784 897,356 855,427 INTEREST MARGIN Income from equity instruments (Note 34) 45,097 53,415 Income of entities accounted for using the equity method (Note 35) - Associates - Jointly-controlled entities (66,020) 2,943 (68,963) 25,142 3,444 21,698 Fee and commission income (Note 36) 395,355 371,982 44,930 49,014 48,937 (54,505) 709 99,459 3,274 (35,928) (54,064) (1,608) 9,877 9,867 20,514 30,363 Other operating income (Note 40) 1,137,349 1,078,678 Other operating expenses (Note 41) 1,125,366 995,556 GROSS MARGIN 1,308,292 1,334,509 666,386 450,286 216,100 646,960 416,327 230,633 59,894 53,304 Fee and commission expenses (Note 37) Gains/(losses) on financial assets and liabilities (net) (Note 38) - Held for trading - Other financial assets at fair value through profit or loss - Financial instruments not at fair value through profit and loss - Other Exchange differences (net) (Note 39) Administrative expenses (Note 42) - Personnel expenses - Other general administrative expenses Depreciation and amortisation (notes 18 and 19) 8,264 Provisions (net) (Notes 23 and 28) Impairment losses on financial assets (net) - Loans and receivables (Note 12) - Other financial instruments not at fair value through profit and loss (Notes 11 and 13) NET OPERATING MARGIN 350,655 334,479 16,176 (197,284) 285,008 110,386 110,386 Impairment losses on other assets (net) - Goodwill and other tangible assets - Other assets (Note 20) Gains/(losses) on sale of non-current assets held for sale (Note 16.1) (2,910) - Loss on business combinations (1,418) 771,032 722,326 48,706 (5,759) (5,759) 306,207 - Gains/(losses) on sale of assets not classified as non-current assets held for sale not classified as discontinued operations (Notes 11 and 43) 515,446 PROFIT BEFORE TAX 204,866 593,855 Income tax (Note 28.3) 19,666 100,763 Compulsory allocation to community funds and projects PROFIT/(LOSS) FROM ORDINARY ACTIVITY Profit/(loss) from discontinued operations (net) CONSOLIDATED PROFIT FOR THE YEAR Profit/(loss) attributed to minority interests (Note 25) - - 185,200 493,092 - - 185,200 493,092 (8,468) PROFIT ATTRIBUTED TO THE PARENT (3,119) 193,668 5,173 487,919 * Presented for comparison purposes only. Notes 1 to 45 of the accompanying consolidated annual accounts are an integral part of the consolidated income statement for 2008. 61 Caixa Catalunya Group Consolidated statements of recognised income and expenses (consolidated statements of changes in equity) for the years ended 31 December 2008 and 2007 (Notes 1 to 6). Thousands of euros A) PROFIT FOR THE YEAR B) OTHER RECOGNISED INCOME/(EXPENSES) 1. Available-for-sale financial assets a) Valuation gains/losses b) Amounts transferred to profit and loss c) Other reclassifications 2. Cash flow hedges a) Valuation gains/losses b) Amounts transferred to profit and loss c) Amounts transferred to the initial carrying amount of hedged items d) Other reclassifications 2008 2007* 185,200 493,092 (822,102) 37,074 (1,141,506) (531,008) 610,498 - 39,595 29,251 (10,344) - (17,930) (44,050) (26,015) 105 14,578 4,411 (10,167) - - 3. Exchange differences a) Valuation gains/losses b) Amounts transferred to profit and loss c) Other reclassifications (2,850) (14,890) 12,040 4. Exchange differences a) Translation gains/losses b) Amounts transferred to profit and loss c) Other reclassifications - 5. Non-current assets held for sale a) Translation gains/losses b) Amounts transferred to profit and loss c) Other reclassifications - 6. Actuarial gains/losses on pension plans (12,145) (12,145) 7. Entities accounted for using the equity method a) Valuation gains/losses b) Amounts transferred to profit and loss c) Other reclassifications - 8. Other recognised income and expenses 352,329 9. Income tax TOTAL RECOGNISED INCOME/(EXPENSES) (A+B) a) Attributable to the parent b) Attributable to minority interests (1,210) (1,210) (15,889) (636,902) 530,166 (628,434) (8,468) 524,993 5,173 * Presented for comparison purposes only. Notes 1 to 45 of the accompanying annual accounts are an integral part of the consolidated statement of recognised income and expenses (consolidated statement of changes in equity) for 2008. 62 Caixa Catalunya Group Consolidated Statement of Total Changes in Equity for years ended 31 December 2008 and 2007 (Notes 1 to 6). Net equity attributable to the parent Equity 2008 (Thousands of euros) Balance at 31 December 2007 Adjustments due to changes in accounting policy Adjustments to correct errors Adjusted opening balance Total recognised income/(expenses) Other changes in equity Increases/(decreases) in capital/endowment fund Conversion of financial liabilities into capital Revaluation gains on equity instruments Reclassification from/to financial liabilities Distribution of dividends/Equity holders’ remuneration Own securities operations (net) Transfers between equity items Increases/(decreases) due to business combinations Discretionary allocations to community funds and projects Equity-based payments Rest of increases/(decreases) in equity Balance at 31 December 2008 Endowme nt fund or capital Reserves Income attributable to the parent - 2,131,050 487,919 831,854 53,141 3,503,964 - 2,131,050 487,919 831,854 53,141 3,503,964 - - 193,668 (822,102) (8,468) (636,902) - 407,627 (21,204) (101,496) - - - - - - - - - - - - - - - - - - - - - - - - - 407,627 - - - - - - - 2,538,677 63 (487,919) (412,919) - Valuation adjustments - - Minority interests (21,204) Total equity (26,496) - - - - - - - - 193,668 9,752 23,469 2,765,566 (75,000) - (75,000) - Net equity attributable to the parent Equity 2007* (thousands of euros) Endowment fund or capital Balance at 31 December 2006 Adjustments due to changes in accounting policy Adjustments to correct errors Adjusted opening balance Total recognised income/(expenses) Other changes in equity Increases/(decreases) in capital/endowment fund Conversion of financial liabilities into capital Revaluation gains on equity instruments Reclassification from/to financial liabilities Distribution of dividends/Equity holders’ remuneration Own securities operations (net) Transfers between equity items Increases/(decreases) due to business combinations Discretionary allocations to community funds and projects Equity-based payments Rest of increases /(decreases) in equity Balance at 31 December 2007 Reserves Income attributable to the parent Minority interests Total equity 794,780 46,021 3,040,531 - - - 794,780 46,021 3,040,531 - 1,850,045 - - - 1,850,045 349,685 - - 487,919 - 281,005 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 281,005 - 1,947 - - - - - - - - - - - - - - - 2,131,050 487,919 831,854 53,141 3,503,964 * Presented for comparison purposes only. 64 349,685 Valuation adjustments (349,685) (279,685) - (70,000) - 37,074 - 5,173 530,166 1,947 (66,733) 3,267 - (70,000) - Caixa Catalunya Group Consolidated cash flow statements for the years ended 31 December 2008 and 2007 (Notes 1 to 6) Thousands of euros 1. Cash flows from operating activities 2008 2007 * 133,582 (201,138) Profit for the year 185,200 493,092 Adjustments for cash flows from operating activities Depreciation of property and equipment Other adjustments 483,394 59,894 423,500 41,204 53,304 (12,100) Net (increase)/decrease in operating assets (3,306,332) (666,910) 348 (480,526) (3,797,705) 1,638,461 Held for trading Other financial assets at fair value through profit or loss Available-for-sale financial assets Loans and receivables Other operating assets Net (increase)/decrease in operating liabilities Held for trading Other financial liabilities at fair value through profit or loss Financial liabilities at amortised cost Other operating liabilities 888,959 (1,959,737) (150,789) 3,259,581 (467,302) 207,206 (3,861,010) 52,762 (531,282) (3,660,385) 330,657 (649,361) 882,414 (180,291) Collection/payment of income tax 19,666 100,763 2. Cash flows from investing activities 566,911 202,949 Payments: Property and equipment Intangible assets Equity investments Subsidiaries and other business units Non-current assets and associated liabilities held for sale Held-to-maturity investments Other payments related with investing activities 180,801 139,555 1,594 21,084 18,568 - 269,955 158,650 25,292 86,013 - Collections: Property and equipment Intangible assets Equity investments Subsidiaries and other business units Non-current assets and associated liabilities held for sale Held-to-maturity investments Other payments related with investing activities 747,712 6,317 741,395 - 472,904 8,086 464,818 - 267,612 (20,796) Payments: Dividends Subordinated debt Redemption of own securities instruments Acquisition of own securities instruments Other payments related with investing activities 232,388 205,892 26,496 20,796 18,540 2,256 Collections: Subordinated debt Issue of own securities instruments Disposal of own securities instruments Other payments related with financing activities 500,000 500,000 - - 3. Cash flows from financing activities 4. Effect of exchange rate changes 5. Net increase/decrease in cash and cash equivalent 6. Cash and cash equivalents at beginning of year 7. Cash and cash equivalents at end of year 20,514 30,363 988,619 11,378 801,594 790,216 1,790,213 801,594 270,951 1,519,262 1,790,213 253,798 547,796 801,594 Components of cash and cash equivalents at end of year Cash Cash equivalents at central banks Other financial assets Less: overdrafts and equivalents at end of year Total cash and cash equivalents at end of year * Presented for comparison purposes only. Notes 1 to 45 of the accompanying consolidated annual accounts are an integral part of the consolidated cash flow statement for 2008. 65 NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2008 1. Introduction, basis of preparation of the consolidated annual accounts and other information 1.1. Introduction Caixa d'Estalvis de Catalunya (hereinafter Caixa Catalunya) is a non-profit institution classified as a general popular savings bank. The Articles of Association and other public domain information concerning Caixa Catalunya, which began its activities on 26 October 1926, can be consulted both on Caixa Catalunya’s official website (www.caixacatalunya.es) and at its registered offices (plaza Antoni Maura, 6, Barcelona). The Entity is a legal entity whose prime objective as a financial entity of public utility, which is at the service of its accountholders and of the economic development of the geographical region in which it operates, is to provide all the financial services which society may need as well as to participate in community work projects. The Caixa Catalunya Group is made up of Caixa Catalunya and investees, which handle complementary operations in the areas of finance, insurance, real estate, services, pensions, lending, etc. The statutory activities of the main entities of the Caixa Catalunya Group are detailed in Note 2.1. The management and use of customer funds raised and administered by savings banks are governed by specific legal regulations which, inter alia, establish that net profit for the year must be allocated to Reserves and the Community Projects Fund. The consolidated annual accounts of the Caixa Catalunya Group (hereinafter also “the Group”) for 2007 were approved at the General Assembly of Caixa Catalunya held on 12 March 2008. 1.2. Basis of presentation of the consolidated annual accounts and comparative information The consolidated annual accounts of the Caixa Catalunya Group for 2008 were prepared by the Board of Directors of Caixa Catalunya on 24 February 2009. These consolidated annual accounts and those of the Group’s investees will be presented for approval at the parent’s General Assembly and the corresponding subsidiaries’ general shareholders meetings. The Directors expect that they will be approved without modification. The consolidated annual accounts have been prepared in accordance with International Financial Reporting Standards (hereinafter IFRS) adopted by the European Union through EU Regulations, in accordance with Regulation 1606/2002 of the European Parliament and of the Council of 19 July 2002. Furthermore, the Bank of Spain issued Circular 4/2004 of 22 December, modified by Circular 6/2008 of 26 November, on public and confidential financial reporting standards and financial statement models, adapting IFRS adopted by the European Union to Spanish credit entities. The consolidated annual accounts have been prepared taking into consideration all statutory accounting principles and standards and measurement criteria with a significant effect on consolidated annual accounts, so as to give a true and fair view of the consolidated equity and financial position at 31 December 2008 and of the results of operations, of the changes in consolidated equity and of the consolidated cash flows generated for the year then ended. These consolidated annual accounts are based on the accounting records of the Caixa Catalunya Group. Note 2 summarises the most significant accounting principles and policies and valuation criteria used in the preparation of the consolidated annual accounts of the Caixa Catalunya Group for 2008. All statutory accounting principles and criteria with a significant effect on the preparation of the consolidated annual accounts were applied. New standards, revised standards and amendments adopted in 2008 In accordance with the date in which they came into force, the Group has adopted the following IFRS, amendments and interpretations published during 2008. IFRIC 11 IFRS 2 – Group and Treasury Share Transactions (as from 1 January 2008). Amendments to IAS 39 and IFRS 7 – Reclassification of financial assets (as from 1 July 2008). The Group has not adopted early the other standards endorsed by the European Union permitting early adoption at 1 January 2008. 66 At the date of preparing these consolidated annual accounts, the most significant standards and interpretations published by the IASB (even if they are still not in force because they will take effect subsequent to the date of the consolidated annual accounts or because they have still not been adopted by the European Union) are as follows: Statutory application for years starting Standards and modifications to standards: IFRS 8 Operating segments Revision of IAS 23 Borrowing costs Revision of IAS 1 Financial statement presentation Review of IFRS 3 (1) Business combinations Amendment to IAS 27 (1) Consolidated and separate financial statements Amendment to IFRS 2 Vesting conditions and cancellations Puttable financial instruments and obligations arising on Amendment to IAS 32 and IAS 1 liquidation Cost of an investment in separate financial statements of Amendment to IFRS 1 and IAS 27 an entity Amendment to IAS 39 (1) Eligible hedged items 1 January 2009 1 January 2009 1 January 2009 1 July 2009 1 July 2009 1 January 2009 1 January 2009 1 January 2009 1 July 2009 Interpretations: IFRIC 12 (1) IFRIC 13 IFRIC 14 IFRIC 15 (1) IFRIC 16 (1) IFRIC 17 (1) Service concession arrangements Customer royalty programmes IAS 19 – The limit on a defined benefit asset, minimum funding requirements and their interaction Agreements for the construction of real estate Hedges of a net investment in a foreign operation Distribution of non-cash assets to owners (3) 1 January 2009 (2) 1 January 2009 (2) 1 January 2009 1 October 2008 1 July 2009 (1) Standards and interpretations not adopted by the European Union at the date of preparing the consolidated annual accounts. (2) Date of statutory application in accordance with approval in the Official Journal of the European Union. (3) This interpretation is pending endorsement by the European Union. IFRS 8 (operating segments). This standard replaces IAS 14. The main novelty of the new standard is the requirement of an entity to adopt a “management approach” to financial reporting for segments of a business enterprise. Generally the information to be reported will be that used by management to evaluate segment performance and allocate resources between segments. The Directors have not evaluated whether applying this standard will require redefining the approach to reporting financial information by segment taken to date. Revision of IFRS 3 (business combinations) and amendment to IAS 27 (consolidated and separate financial statements). The modified standards were issued as a result of the project to converge the international standards on business combinations with generally accepted accounting principles in the United States of America. The revised IFRS 3 and amendments to IAS 27 involve very significant changes to the accounting treatment of business combinations which, in general, place greater emphasis on the use of fair value. The Directors have not yet assessed what impact the application of these revised and amended standards could have on future business combinations and the respective effects on the consolidated annual accounts. Since these standards must be applied prospectively, in general the Directors do not expect that realised business combinations will be significantly modified. The Directors have assessed the possible impacts of applying the remaining standards in the future and consider that when they take effect, they will not have a significant impact on the consolidated annual accounts. All statutory accounting principles and criteria with a significant effect on the preparation of the consolidated annual accounts were applied. 1.3. Responsibility for information and estimates The information contained herein is the responsibility of the Directors of Caixa Catalunya. 67 In the preparation of the consolidated annual accounts of the Caixa Catalunya Group for 2008, estimates made by the Directors of the Caixa Catalunya Group have occasionally been used to quantify certain assets, liabilities, income, expenses and commitments contained therein. These estimates refer primarily to: Impairment losses on certain assets (Notes 11, 12, 13, 14, 15 and 16). The assumptions used for actuarial calculations of liabilities and commitments for post-employment benefits and other long-term commitments with employees (Notes 2.13, and 42). The useful life of property and equipment and intangible assets (Notes 2.15 and 2.16). The fair value of certain unlisted assets and liabilities (Notes 9, 11, 12, 13, 14 and 18). The fair value of goodwill (Note 2.16.1). The valuation of specific allowances (Notes 23 and 28.6). Although these estimates have been based on the best information on the issues analysed available at 31 December 2008, it is possible that future events will require significant revisions to be made thereto (either up or down) in coming years. If so, revisions would be prospectively made in accordance with Regulation 19 of Bank of Spain Circular 4/2004 and IAS 8, and the effects of the modified estimate would be recognised in the corresponding consolidated income statement for the affected years. 1.4. Comparative information and information for 2007 The information for 2007 disclosed in these notes to the consolidated annual accounts is presented for comparative purposes only and therefore, does not constitute the consolidated annual accounts for 2007. The models of the consolidated balance sheet, consolidated income statement, consolidated statement of recognised income and expenses, consolidated statement of total changes in equity and consolidated statement of cash flows presented in these consolidated annual accounts are in line with the models contained in Bank of Spain Circular 4/2004, modified in 2008 by Bank of Spain Circular 6/2008, and differ in terms of the basis of presentation of certain items and margins from those presented in the consolidated annual accounts as at and for the year ended 31 December 2007. As a result of this change, which has no impact on equity or the result, the consolidated financial statements for 2007, presented for comparative purposes in these consolidated annual accounts, have been modified from those presented in the previous year to adapt them to the formats established by Bank of Spain Circular 4/2004, modified by bank of Spain Circular 6/2008. A reconciliation of the consolidated balance sheet at 31 December 2007 which formed an integral part of the consolidated annual accounts at that date and the consolidated balance sheet presented for comparative purposes in these consolidated annual accounts at 31 December 2008 have been modified to bring them into line with the aforementioned model, is as follows: 68 Structure of assets on the consolidated balance sheet in accordance with Bank of Spain Circular 6/2008 Structure of assets on the consolidated balance sheet in accordance with Bank of Spain Circular 4/2004 Thousands of euros Thousands of euros ASSETS Cash and balances with central banks Held for trading Other financial assets at fair value through profit and loss Available-for-sale financial assets Loans and receivables 2007 801,594 i k derivatives Hedging Non-current assets held for sale Equity investments Pension-linked insurance contracts Reinsurance assets Property and equipment Intangible assets Tax assets Other assets Cash and balances with central banks 1,767,228 Held for trading Other financial assets at fair value through profit and loss 55,971 Available-for-sale financial assets 6,973,524 55,183,842 Loans and receivables - Held-to-maturity investments Changes in fair value of hedged items in portfolio hedges of interest rate ASSETS 801,594 1,767,069 55,971 6,973,524 55,184,001 Held-to-maturity investments Changes in fair value of hedged items in portfolio hedges of interest rate (3,522) 256,735 Hedging derivatives 373 Non-current assets held for sale 285,546 Equity investments (3,522) 256,735 373 285,546 Pension-linked insurance contracts 15,675 Reinsurance assets 1,145,419 Property and equipment Intangible assets 49,682 348,949 Tax assets 1,320,399 Prepayments and accrued income Other assets TOTAL ASSETS 2007 TOTAL ASSETS 68,201,415 15,675 1,145,419 49,682 348,949 18,713 1,301,686 68,201,415 Structure of liabilities on the consolidated balance sheet in accordance with Bank of Spain Circular 6/2008 Structure of assets on the consolidated balance sheet in accordance with Bank of Spain Circular 4/2004 Thousands of euros Thousands of euros EQUITY AND LIABILITIES Held for trading Other financial liabilities at fair value through profit and loss Financial liabilities at amortised cost Changes in fair value of hedged items in portfolio hedges of interest rate Hedging derivatives Liabilities associated with non-current assets held for sale 2007 EQUITY AND LIABILITIES 1,302,859 Held for trading Other financial liabilities at fair value through profit and loss - Financial liabilities at fair value through equity 59,884,048 Financial liabilities at amortised cost (150,199) 333,760 - 59,910,371 (150,199) Hedging derivatives 268,543 Provisions 302,310 2,192,703 - Changes in fair value of hedged items in portfolio hedges of Liabilities associated with noncurrent assets held for sale Liabilities under insurance contracts Liabilities under insurance contracts 2007 1,299,899 2,192,703 Tax liabilities 500,158 Provisions 302,310 Community Projects Fund 147,532 Tax liabilities 500,158 Other liabilities 184,279 Prepayments and accrued income 181,708 Other liabilities 191,957 Capital repayable on demand - Equity having the substance of a financial liability TOTAL LIABILITIES Equity Valuation adjustments Minority interests TOTAL EQUITY TOTAL EQUITY AND LIABILITIES TOTAL LIABILITIES 64,697,450 Minority interests 2,618,970 831,854 Valuation adjustments 53,141 Equity 3,503,965 TOTAL EQUITY 68,201,415 TOTAL EQUITY AND LIABILITIES 69 64,697,450 53,141 831,854 2,618,970 3,503,965 68,201,415 A reconciliation of the consolidated income statement for the year ended 31 December 2007 which formed an integral part of the consolidated annual accounts for 2007 and the consolidated income statement for the same period prepared in accordance with the model established by Bank of Spain Circular 4/2004, modified Bank of Spain by Circular 6/2008, presented for comparative purposes in the consolidated annual accounts for 2008, is as follows: Structure of the consolidated income statement in accordance with Bank of Spain Circular 6/2008 Structure of the consolidated income statement in accordance with Bank of Spain Circular 4/2004 Thousands of euros Thousands of euros 2007 2007 Interest and similar income 2,936,211 Interest and similar income 2,829,532 Interest and similar expenses Remuneration of repayable capital payable on demand 2,080,784 Interest and similar expenses 2,042,306 INTEREST MARGIN Income from equity instruments Share of income of entities accounted for using the equity method Fee and commission income Fee and commission expense Gains/(losses) on financial assets and liabilities (net) Exchange differences (net) Other operating income Other operating expenses GROSS MARGIN Administrative expenses - Personnel expenses - Other general administrative expenses Depreciation and amortisation Provisions (net) Income from equity instruments 855,427 NET INTEREST INCOME 53,415 840,641 53,415 Share of income of entities accounted for using the equity method 25,142 Fee and commission income 371,982 371,982 Fee and commission expense 49,014 Insurance business Gains/(losses) on financial assets and liabilities (net) Exchange differences (net) 63,782 49,014 (35,928) 30,363 1,078,678 ORDINARY INCOME 995,556 1,334,509 30,363 1,246,968 342,548 Cost of sales 268,720 Other operating income 416,327 Personnel expenses 36,506 416,327 Other general administrative expenses Depreciation and amortisation (1,418) (35,928) Sale and income from provision of nonfinancial services 646,960 230,633 53,304 25,142 230,633 53,304 Other operating expenses 7,921 Impairment losses on financial assets (net) 350,655 NET OPERATING MARGIN 649,117 NET OPERATING MARGIN 285,008 Impairment losses (net) 344,896 Impairment losses on other assets (net) Gains/(losses) on sale of non-current assets held for sale Loss on business combinations Gains/(losses) on sale of non-current assets held for sale not classified as discontinued operations PROFIT BEFORE TAX Income tax Compulsory allocation to community funds and projects PROFIT FOR THE YEAR FROM CONTINUED OPERATIONS Profit/(loss) from discontinued operations (net) CONSOLIDATED PROFIT FOR THE YEAR Profit attributable to the parent Profit attributable to minority interests Provisions (net) (5,759) (1,418) Financial income on non-financial activities Financial expenses from nonfinancial activities 306,207 - (3,119) 323,451 Other losses 19,203 593,855 PROFIT BEFORE TAX 100,763 Income tax Compulsory allocation to community funds and projects PROFIT/(LOSS) ACTIVITY 493,092 FROM ORDINARY Profit/(loss) from discontinued operations (net) - 29,450 Other gains 593,855 - 13,418 100,763 493,092 - 493,092 CONSOLIDATED PROFIT FOR THE YEAR 493,092 487,919 5,173 Profit attributable to the parent Attributed to minority interests 487,919 5,173 The principal differences between the consolidated financial statement models established in Bank of Spain Circular 4/2004, modified by Bank of Spain Circular 6/2008, used to prepare these consolidated annual accounts and those used to prepare the consolidated annual accounts for 2007 are as follows: 70 1. Consolidated balance sheet. Compared to the balance sheet comprising an integral part of the consolidated annual accounts at 31 December 2007, the balance sheet model presented in these consolidated annual accounts: a) Includes under assets, “Property and equipment– Property, plant and equipment”, which groups “Property, plant and equipment – Own use”, “Property, plant and equipment – Other assets under operating lease”, and “Property, plant and equipment – Assigned to Community Projects” included under assets on the consolidated balance sheet presented in the consolidated annual accounts for 2007. b) Includes under assets, “Other assets”, which groups “Prepayments and accrued income” and “other assets” included under assets on the consolidated balance sheet presented in the Group’s consolidated annual accounts for 2007. c) Does not include the liabilities "Financial liabilities at fair value through equity (net)” (which was zero in the balance sheet included in the Group’s consolidated annual accounts at 31 December 2007) or “Equity having the substance of a financial liability”, the balance of which is recognised under “Financial liabilities at amortised cost” under liabilities in the consolidated balance sheet. d) Separately presents “Community Projects Fund”, which was included under “Other liabilities” on the consolidated balance sheet included in the consolidated annual accounts at 31 December 2007. e) Includes under liabilities, “Other liabilities” which groups “Accrued expenses and deferred income” and “Other liabilities” recognised under liabilities on the consolidated balance sheet included in the annual accounts at 31 December 2007 (excluding the part corresponding to the abovementioned Community Projects Fund). f) Includes a new caption under liabilities entitled “Capital repayable on demand”. g) Eliminates "Participating stock and associated funds" under consolidated equity, which is now recognised as “Other equity instruments” under consolidated equity. h) Eliminates the adjustments to the value of consolidated equity “Financial liabilities at fair value through equity”, the balance of which has been transferred to the new caption “Other valuation adjustments”. A new caption is also included in the adjustments to the value of consolidated equity entitled “Entities accounted for using the equity method” in which the valuation adjustments arising from recognising investments in associates and jointly-controlled entities using the equity method are recognised separately. i) "Other financial assets” under loans and receivables on the assets side of the balance sheet is eliminated and the items therein are transferred to “Due from banks” and “Customer loans” under the same caption on the assets side of the balance sheet taking into account the sector to which each item belongs. j) The breakdown by substance of assets recognised under “Non-current assets held for sale” on the assets side of the balance sheet is eliminated. k) “Provisions – Provisions for taxes” is renamed “Provisions – Provisions for taxes and other legal contingencies”, whereby this caption will include not only tax contingencies but also legal contingencies, which were recognised in the previous model under “Provisions – Other provisions”. l) Lastly, certain equity items have also changed name without giving rise to substantial changes (e.g. “Profit attributable to equity holders of the parent” has been changed to “Profit attributable to the parent”). 2. Consolidated income statement. Compared to the income statement comprising an integral part of the consolidated annual accounts at 31 December 2007, the income statement model presented in these consolidated annual accounts: a) Does not include the “Net interest income” and introduces a new margin entitles “Interest margin” comprising the difference between "Interest and similar income" and “Interest and similar expenses” and “Remuneration of capital repayable on demand” (the latter of which did not exist on the consolidated income statement forming an integral part of the Group’ consolidated annual accounts as at and for the year ended 31 December 2007). b) The results of the Group’s insurance business are no longer aggregated and are recognised according to their substance under various consolidated income statement captions with a subsequent impact on each of the margins and captions therein. 71 Specifically, income from insurance and reinsurance contracts is recognised under “Other operating income” in the consolidated income statement, while claims paid and other insurance-related expenses, premiums paid to third parties for reinsurance, and provisions made to cover insurance-related risks accrued by the insurance business are included under “Other operating expenses” in the consolidated income statement. Financial income and expenses from the insurance and reinsurance business is included under “Interest margin”, “Interest and similar income”, and “Interest and similar expenses”. c) Includes a new margin entitled “Gross margin”. “Ordinary income" is eliminated. This new “Gross margin” is similar to the former “Ordinary income", basically except for the fact that it includes other operating income and expenses, which were not included under ordinary income, and the effect of including the financial income and expenses from non-financing activity in accordance with their substance. d) Eliminates “Sales and income from non-financial services” and “Cost of sales” in the consolidated income statement, which are now basically recognised under “Other operating income” and “other operating expenses” in the consolidated income statement. e) “Personnel expenses” and “Other general administrative expenses” are now included under “Administration expenses”. f) “Impairment losses (net)" are now presented under two captions: “Impairment losses on financial assets (net)”, including the net impairment losses on financial assets other than equity instruments classified as “Equity investments”, and “Impairment losses on other assets (net)”, including the net impairment losses on equity instruments classified as “Equity investments” and other non-financial assets. g) Eliminates “Financial income on non-financial activities” and “Financial expenses from non-financial activities”, which are basically now recognised under “Interest and similar income” and “Interest and similar expenses” in the consolidated income statement. h) Eliminates the "Operating income” and includes “Net operating margin”. These two margins differ in that the second includes the Group’s financial income and expenses from non-financial activities, net impairment losses on financial instruments and net provisions. i) Does not include “Other gains” and “Other losses”. j) Includes three new captions: “Gains/(losses) on sale of assets not classified as non-current assets held for sale”, “Loss on business combinations” and “Gains/(losses) on sale of non-current assets held for sale not classified as discontinued operations”, which primarily comprise items which formed part of the two abovementioned eliminated captions. “Gains/(losses) on sale of non-current assets held for sale not classified as discontinued operations” comprises, inter alia, net impairment losses on these assets which prevailing legislation does not establish should be recognised under a different caption, and the gains and losses on the sale of equity instruments, which the Board of Directors of Caixa Catalunya was responsible for deciding to sell due to their special characteristics. The other gains and losses that were recognised under the two eliminated captions not included in the three newly-created captions have been classified on the consolidated income statement according to their substance. k) Gains and losses on financial operations involving financial instruments at cost, amortised cost or available for sale which differ from the adjustments to fair value hedges which hedge these items, are now recognised as “Other financial instruments not at fair value through profit and loss” under “Gains/(losses) on financial assets and liabilities (net)” in the consolidated income statement. 3. Consolidated statement of income and recognised expenses and full-format consolidated statement of total changes in equity. The consolidated statement of changes in equity and details of changes in equity disclosed in the notes to the annual accounts as at and for the year ended 31 December 2007 are replaced by the model statement of recognised income and expenses and statement of total changes in equity included in these annual accounts for 2008, which basically include the following significant differences: a) Both the consolidated statement of total changes in equity and the consolidated statement of recognised income and expenses are presented in the consolidated annual accounts as two separate statements, while no disclosures on the information therein being given in the notes to the financial statements. b) The consolidated statement of recognised income and expense does not separately include “Other financial liabilities at fair value”, which are included under “Other recognised income and expenses”. 72 c) The consolidated statement of recognised income and expenses includes “Actuarial gains/(losses) on pension plans” under which changes in equity resulting from recognition of these actuarial gains and losses are recognised; “Entities accounted for using the equity method” including variations resulting from adjustments to the value of consolidated equity due to recognising investments in associates and jointlycontrolled entities using the equity method; and “Other recognised income and expenses” which includes items recognised as valuation adjustments to consolidated equity that are not recognised under any specific captions of this statement. d) The consolidated statement of recognised income and expenses includes “Income tax” under which the tax effect of items taken directly to equity is recognised, with the exception of “Entities accounted for using the equity method”, which are presented net of the corresponding tax effect, whereby the gross amounts of items comprising each caption charged to valuation adjustments to consolidated equity are presented. In the consolidated statement of changes in equity model included in the consolidated annual accounts for 2007, each item recognised as a valuation adjustment is presented net of the tax effect. 4. Consolidated cash flow statements. Details of cash and cash equivalents are provided at the end of the model included in these consolidated annual accounts, which were not included in the consolidated cash flow statement presented in the consolidated annual accounts at 31 December 2007. Certain details of specific operating assets and liabilities, adjustments to profit and loss, and cash flows from financing activities are eliminated, while the wording and disclosures of certain captions comprising cash flows from investing activities are modified. 1.5. Ownership interests in credit entities At 31 December 2008 the Caixa Catalunya Group did not directly or indirectly hold any significant interests, i.e., 5% or more of capital or voting rights, in any other Spanish or foreign credit entity. 1.6. Environmental impact Given the nature of their principal activity, the entities comprising the Caixa Catalunya Group have no liabilities, expenses, assets, provisions or contingencies of an environmental nature that could be significant in relation to the Group's equity, financial situation, or results. Therefore, these notes to the consolidated annual accounts do not include any specific disclosure on environmental issues. 1.7. Minimum capital requirements 1.7.1. Minimum Equity Ratio At 31 December 2008 and 2007, and throughout these two years, the Caixa Catalunya Group met the minimum levels of this requirement as established in applicable Spanish regulations based on Regulation 1745/2003 of 12 September 2003. 1.7.2. Minimum Cash Reserve Requirement At 31 December 2008 and 2007, and throughout these two years, the Caixa Catalunya Group met the minimum levels of this requirement as established in applicable Spanish regulations based on Regulation 1745/2003 of 12 September 2003. 1.8. Deposit Guarantee Fund Caixa Catalunya is a member of the Savings Bank Deposit Guarantee Fund. During 2008 and 2007, the expense for contributions made by the Caixa Catalunya Group to this body amounted to 9,498 thousand euros and 7,284 thousand euros, and was charged against “Other operating expenses” in the accompanying consolidated income statement (see Note 41). 1.9. Subsequent events Between 31 December 2008 and the date on which these consolidated financial statements were prepared no significant subsequent events arose. 73 2. Accounting principles and measurement criteria The accounting principles and measurement criteria applied in preparing the Group’s consolidated annual accounts for 2008 were as follows: 2.1. Consolidation 2.1.1. Subsidiaries Those entities over which the Caixa Catalunya Group exercises control are considered subsidiaries. This control is normally, though not exclusively, evidenced by the direct or indirect ownership of 50% or more of the voting rights of the subsidiary or, even if this percentage is lower or zero, through other circumstances or agreements which grant the Caixa Catalunya Group de facto control. In accordance with IAS 27, control is understood to be the power to govern the financial and operating policies of an enterprise in order to obtain profits from its activities. Subsidiaries consolidated annual accounts are fully consolidated with those of Caixa Catalunya in accordance with IAS 27. Consequently, all significant balances deriving from transactions between entities consolidated by this method have been eliminated during the consolidation process. In addition, third-party interests in: the Group’s equity is shown under “Minority interests” on the consolidated balance sheet (see Note 25). consolidated profit for the year is recognised in “Profit attributed to minority interests” on the consolidated income statement (see Note 25). The profit or losses of subsidiaries which have been acquired during the year are only consolidated insofar as they relate to the period from the date of acquisition to year end, inclusive. The profit or losses of subsidiaries which have been sold during the year are only consolidated insofar as they relate to the period from the beginning of the year to the disposal date. The most significant acquisitions and disposals of subsidiaries during 2008 are disclosed in Note 5. The following table contains relevant information on group entities at 31 December 2008: 74 Thousands of euros 2008 Company Business Caixa Catalunya’s direct or indirect stake Dividends Investment cost (net) distributed Profit/(loss) Assets Liabilities 1 Equity after tax during 2008 Promotora Catalunya 2 Mediterránea, SA Real-estate development 100% 203,875 1,137,512 917,054 253,020 (32,562) 40,499 Ascat Vida, SA de Seguros y 3 Reaseguros Insurance and pension fund management 100% 114,211 2,685,427 2,515,145 144,976 25,306 30,739 Investment in securities 100% 110,707 122,779 4,341 123,314 (4,876) - Land development 100% 103,210 1,073,959 974,516 103,210 (3,767) - Real-estate development 100% 73,672 428,286 360,960 62,391 4,936 - Investment in securities 100% 53,768 60,499 1,652 57,007 1,840 690 Real-estate development 100% 37,839 54,622 13,429 36,651 4,542 - 100% 31,637 30,307 5 32,075 (1,773) 4,680 Alcalá 120, Promociones y 7 Gestión Inmobiliaria, SL Investment in securities Real-estate development 100% 26,072 299,449 287,098 28,834 (16,483) - Club de Golf Hacienda del Álamo, 5 SL Real-estate development 97.87% 25,205 26,844 691 26,926 (773) - 100% 23,217 43,529 5,464 26,491 11,574 16,768 Invercartera, SA 4 2 Gescat, Gestión de Suelo, SL Armilar Procam, SL 5 Invercartera Energía, SL Inpau, SA 6 2 6 Invercartera Capital SCR, SA Caixa Catalunya Gestión, Gestora Investment fund de Instituciones de Inversión management 3 Colectiva, SA Ascat Seguros 3 Generales, SA Non-life insurance 100% 12,000 40,771 27,108 11,958 1,705 - Gescat, Viviendas en 2 Comercialización, SL Real-estate development 100% 8,010 144,527 137,917 8,010 (1,400) - Real-estate development 51% 7,663 14,850 2 14,845 3 - Investment in securities Real-estate development Real-estate development 100% 7,105 8,699 2 7,954 743 801 100% 6,835 23,270 14,047 7,045 2,178 - 50% 6,275 42,760 31,321 12,302 (863) - Real-estate development 100% 5,810 138,230 132,443 5,810 (23) - Investment in real estate 100% 5,561 41,618 37,069 5,499 (950) - Internet information leisure offers 100% 5,415 3,972 251 3,380 341 - Real-estate development 50% 4,907 152,892 165,277 10,989 (23,374) - Real-estate development 50% 4,750 15,950 7,764 9,594 (1,408) - Audiovisual productions 100% 4,340 571 601 373 (403) - Real-estate development Investment in securities 100% 3,230 31,247 30,314 1,794 (861) - 100% 3,145 3,149 4 3,070 75 - Promocions Terres Cavades, SA 8 Invercartera Internacional, SL 4 .9 Cerbat, SL TP Best 4000, SL 8 2 Activos Macorp, SL 4 Casigar Inversiones 2008, SL Caixa Catalunya Tel.Entrada, SL Seif Procam, SL 10 11 Area Tres Procam, SL The Gaudins Projects, SL Proviure, SA 4 12 Car 2000 Inversiones Mobiliarias, 3 SA 6 75 Thousands of euros 2008 Company Business Financial brokerage Caixa Catalunya International 13 Finance BV Caixa Catalunya’s direct or indirect stake Dividends Investment cost (net) distributed Profit/(loss) Assets Liabilities 1 Equity after tax during 2008 100% 2,000 12,546 10,157 2,000 389 601 Jale Procam, SL 14 Real-estate development 50% 1,953 21,951 19,698 2,638 (385) - Procamvasa, SA 15 Real-estate development 50% 1,570 14,439 6,389 8,247 (197) - Insurance brokerage Energy generation Real-estate development 100% 1,539 18,944 11,564 1,334 6,046 5,614 100% 1,346 19,136 17,518 1,282 336 - 75% 1,013 6,210 4,833 1,748 (371) - Gestión de Activos Titulizados, Securitization Sociedad Gestora de Fondos de fund 4 Titulización, SA 100% 902 4,511 840 1,263 2,408 1,741 Real-estate development 50% 812 28,746 30,205 3,505 (4,964) - Real-estate development 51% 720 74,499 83,919 175 (9,595) - Real-estate development 100% 680 4,727 4,238 559 (70) - 2 Real-estate development 100% 530 4,911 4,660 458 (207) - 18 Real-estate development 80% 406 70 117 (47) - - Real-estate development 50% 300 40,931 39,283 818 830 - Investment in securities 100% 300 8,596 4,107 294 4,195 - Home rental 100% 210 13,411 12,545 180 686 - 74.88% 180 3,460 3,616 (81) (75) - 50% 156 3,194 2,152 897 145 - 3, 23 Ascat Mediació Operador Bancassegurances Vinculat, SL 4, 24 Bargas Solar, S.B.D. Nord, SL 11 Premier Procam, SA Pórtico Procam, SL 16 17 Proviure Barcelona, SL 2 Proviure Ciutat de Lleida, SL Viviendas en Propiedad, SL Aprosa Procam, SL 19 Invercartera Fotovoltaica, SL 4 Proviure Parc d?Habitatges, SL 12 Ecoparque Besaya, SL 10 Real-estate development Información i Tecnologia 18 Catalunya, SL Computing services Caixa Catalunya Administración y 4 Gestión de Servicios, SA Services 100% 152 37,690 29,381 1,682 6,627 8,740 Sports and leisure centre and car park Financial brokerage 100% 60 1,809 1,644 137 28 - 100% 60 480,223 480,085 73 65 81 Financial services 100% 60 2,181 862 72 1,247 727 85% 51 54 - 59 (5) - Centre Lúdic Diagonal, SA 6 Caixa Catalunya Preferents, SA Caixa Catalunya Servicios 4 Empresa, SL Metropolitan Procam, SL 7 6 Real-estate development Parque Fotovoltaico Puebla 4, 25 Montalbán Energy generation 100% 22 57 71 12 (26) - MRD Registro y 20 Documentación, SL Services 100% 17 2,028 468 111 1,449 2,340 60% 5 2,216 1,385 1,008 (177) - Internet services 100% 3 1 0 2 (1) - Financial brokerage 100% 1 9,337 9,066 134 137 313 Fodecor, SA 21 Caixa Catalunya On Line, SL Real-estate development 6 Caixa Catalunya International 22 Finance Limited 76 1 Does not include after-tax income 15 Registered office: pasaje Doctor Serra, 2, Valencia 2 Registered office: passeig de Gràcia, 49, Barcelona 16 Registered office: c/ Velázquez, 150, Madrid 3 Registered office: c/ Provença, 398-404, Barcelona 17 Registered office: paseo de la Castellana, 123, Madrid 4 Registered office: c/ Fontanella, 5-7, Barcelona 18 Registered office: avda. Ventisquero de la Condesa, 46, Madrid 5 Registered office: passeig del Ferrocarril, 337, Castelldefels 19 Registered office: avda. Diagonal, 615, Barcelona 6 Registered office: plaça Antoni Maura, 6, Barcelona 20 Registered office: avda. Icària, 148-150, Barcelona 7 Registered office: avda. Indústria, 4, Barcelona 21 Registered office: Rbla. Catalunya, 53, Barcelona 8 Registered office: avda. Roma, 6, Tarragona 22 Registered office: Ugland House South Church Street, Box 9 Registered office: Mª Aurèlia Campany, 2, Lleida 23 Formerly Ascat Correduría de Seguros, SL. Change of business 10 Registered office: Bausa, 13-15, Madrid 11 Registered office: c/ Estrella, 157, Barcelona 12 Registered office: passeig de Gràcia, 61, Barcelona 13 Registered office: c/ Prins Bernhardplein, 200 1097 JB, Amsterdam, Holland 14 309, George Town, Cayman Islands name in 2007. 24 Group made up of 25 limited companies with the same business 25 Group made up of 7 limited companies with the same business name, plus a number from 1 to 25. name, plus a number from 1 to 7. Registered office: c/ Virgen de los Milagros, 48, Puerto de Santa María, Cadiz The Caixa Catalunya Group has also recognised on its consolidated balance sheets and income statements, the various asset securitisation funds set up since 1 January 2004 (see Note 30.5), as it considers that no effective risk transfer has taken place. 2.1.2. Jointly controlled entities A jointly-controlled entity is governed by a contractual agreement through which two or more entities (“participants”) carry out operations or hold assets in such a way that any strategic financial or operating decision affecting them requires the unanimous consent of all participants. These operations or assets are not integrated into financial structures other than those of the participants. A jointly-controlled entity can also be an investment in an entity that is not a subsidiary but which is controlled jointly by two or more unrelated enterprises. In accordance with the first transitional provision of Bank of Spain Circular 4/2004, Section L) Joint ventures, the Caixa Catalunya Group has opted to consolidate the consolidated annual accounts of investees classified as jointly-controlled entities using the equity method (see Note 2.1.3). Information on the most significant acquisitions in 2008 of jointly-controlled entities and new equity investments in entities that were so-classified at the beginning of the year, and on the disposals of equity holdings in entities considered jointly-controlled entities is disclosed in Note 16.2. This Note also provides a breakdown of the effect on the main captions and margins of the consolidated income statement and consolidated balance sheet had the proportional consolidation method been applied to these investments. The following table contains key information on these entities: 77 Thousands of euros 2008 Company Business 2 Garveprasa, SGPS, SA Prasa y Procam, SL Prasatur, SL 3 4 Unión Sanyres, SL 5 Corporación Bética 3 Immobiliaria, SA Caixa Catalunya’s direct or indirect stake Investment cost (net) Profit/(loss) Assets Liabilities 1 Equity after tax Dividends distributed during 2008 Real-estate development 50% 125,129 472,019 240,366 233,358 (1,705) 6,000 Real-estate development 50% 66,925 329,906 196,504 136,104 (2,702) - Real-estate development 50% 23,064 152,325 152,672 2,023 (2,370) - Senior citizen residences Real-estate development 25% 40,568 161,755 (23) 161,919 (141) - 50% 18,871 122,423 129,563 (5,805) (1,335) - 25% 25,758 223,321 126,175 100,476 (3,330) - 50% 21,515 352,191 335,545 46,960 (30,314) 2,076 2,500 Centros Residenciales Sanyres Real-estate 4 Sur, SL development 6 Real-estate Vertix Procam, SL development Riofisa Procam, SL 7 Real-estate development 50% 18,991 167,462 123,263 38,963 5,236 Ávenis Procam, SL 8 Real-estate development 50% 15,000 155,577 152,395 25,640 (22,458) - Torca Procam Polska SP. 9 ZOO Real-estate development 50% 13,265 125,788 129,306 1,330 (4,848) - Espais Catalunya Inversions 10 Inmobiliàries, SL Real-estate development 51% 11,094 286,670 276,040 7,884 2,746 - Espais Catalunya 10 Mediterrània, SA Investment in securities 33% 10,659 29,800 9 30,535 (744) - Road infrastructure 20% 10,584 56,736 4,551 52,520 (335) - Investment in securities 47.37% 9,832 92,943 72,521 20,289 133 - Real-estate development 33.33% 3,333 26,180 23,596 9,455 (6,871) - Real-estate development 25% 5,989 74,585 82,961 617 (8,993) - Real-estate development 50% 5,630 56,280 58,294 7,607 (9,623) - Puerto Ciudad Las Palmas, 14 SA Real-estate development 47.5% 5,514 73,830 60,135 14,096 (401) - Cedinsa Ter Concesionaria, 11 SA Road infrastructure 20% 4,500 88,306 66,756 22,032 (482) - Cedinsa EixTransversal 11 Concesionaria, SA Road infrastructure 20% 4,310 32,594 11,442 21,015 137 - 39.80% 4,259 6,191 2 6,219 (30) - Real-estate development 50% 4,227 155,692 146,483 12,719 (3,510) - Real-estate development 50% 3,853 62,107 56,374 8,307 (2,574) 1,295 Real-estate development 50.07% 3,755 191,665 190,381 8,065 (6,781) 268 Senior citizen residences 25% 3,117 32,954 46,134 (11,015) (2,165) - Cedinsa Concesionaria, SA Volja Plus, SL 11 12 Millennium Procam, SL Sanyres Sur, SL 7 4 Adendia Procam, SL Ocycandey 2006, SL 13 15 Energy generation Promociones MRA Procam, 16 SA Nou Mapro, SA 17 Pronorte Uno Procam, SA Sanidad y Residencias 5 21, SA 18 78 Thousands of euros 2008 Company Business Meridional Solar, SL Mankel System, SL 19 10 Parque Eólico Los Pedreros, 20 SL Eugesa Procam, SL 21 Caixa Catalunya’s direct or indirect stake Investment cost (net) Dividends distributed during 2008 Profit/(loss) Assets Liabilities 1 Equity after tax Investment in securities 50% 3,002 13,555 7,816 6,344 (605) - Investment in securities 33% 2,971 24,418 17,032 7,882 (496) - Energy generation 40% 2,803 48,585 39,459 8,152 974 - Real-estate development 55% 2,750 36,611 33,312 5,554 (2,255) - 38.81% 2,445 43,578 37,894 6,012 (328) - Iniciativas Eólicas Castellanas, 22 SA Energy generation Cedinsa d’Aro 11 Concesionaria, SA Road infrastructure 20% 2,200 79,919 69,305 10,969 (355) - Inmobiliaria Monte Boadilla, 23 SL Real-estate development 51% 2,075 43,542 37,890 4,767 885 - Real-estate development 26.43% 1,983 11,108 7,227 3,731 150 - Real-estate development 51% 1,530 63,401 61,251 3,136 (986) - 31.9% 1,500 2,714 1,846 1,003 (135) - Real-estate development 50% 1,500 24,265 44,514 2,093 (22,342) - Energy generation 20% 1,394 42,360 31,985 6,629 3,746 399 Hotel management 33% 1,344 5,000 3,244 2,621 (865) - Real-estate development 51% 1,275 7,825 7,306 2,469 (1,950) - Real-estate development 50% 1,250 23,842 22,873 2,498 (1,529) - Parque Eólico Coll del Moro, 12 SL Energy generation 40% 1,242 4,713 4,705 8 - - Parque Eólico de Torre 12 Madrina, SL Energy generation 40% 1,242 4,593 4,586 7 - - Promociones Mies del Valle, 29 SL Real-estate development 51% 1,020 10,840 9,206 1,678 (44) - Privilege Inversiones SIMCAV, 30 SA Investment in securities 29% 992 3,426 4 3,338 84 - Real-estate development 50% 750 17,663 16,627 926 110 - Alma Hotelmanagement 32 GmbH Hotel management 33% 705 3,284 2,352 1,378 (446) - 4 Real-estate development 25% 645 493 516 (19) (4) - Tein Centro Tecnológico del 33 Plástico, SL Industrial services 40% 640 5,798 6,497 (50) (649) - Parque Eólico de Vilalba dels 12 Arcs, SL Energy generation 40% 621 1,960 1,957 3 Badalona Building Waterfront, 10 SL Real-estate development 50% 559 45,463 45,042 442 (21) Baring Private Equity Partners 34 España, SA Securitised fund management Real-estate development 45% 465 2,250 1,633 (239) 856 447 50% 430 2,848 2,107 824 (83) - Promar 21, SL 4 Nova Terrassa-3, SL 24 Centro Inmunológico de 25 Catalunya, SA Euro Lendert, SL Health services 26 Elecdey Carcelén, SL 27 Alma Gestión de Hoteles, SL Nova Egara-Procam, SL Vicsan-Procam, SL Torca Procam, SA 24 28 31 Alzambra Sanyres, SL Proviure CZF, SL 10 35 79 - - Thousands of euros 2008 Company Business Espais Cerdanyola, SL Miyuki 2000, SL 10 243 231 - Real-estate development 50% 325 43,977 36,406 2,715 4,856 - Energy generation 40% 318 22,346 21,659 791 (104) - Real-estate development 50% 150 26,130 22,827 2,942 1,167 Investment in securities 50% 100 135 7 130 (2) - Investment in securities 34% 87 122,031 121,776 255 - - Energy generation 20% 42 141 (27) 164 4 - Real-estate development 51% 31 85 4 72 9 - Energy generation 50% 2 4 1 3 - - Investment in securities 33% 3 6 - 7 (1) - Real-estate development 51% 2 459 365 93 1 - Energy generation 50% 2 313 367 3 (57) - Energy generation 50% 2 36 35 3 5 Senior citizen residences 25% 1 784 2,923 5 Senior citizen residences 25% 1 1,208 Real-estate development 33% 1 Energy generation 36% 1 36 19 7 39 Nova Terrassa-30, SL 24 Bargas Solar Mater, SL 40 Parque Fotovoltaico Puebla de 19 Montalbán 15, SL Sanyres European Care I, SL Sanyres Margarethenhof, SL Ecamed Pamplona, SL 41 Parque Eólico de Molinars, 12 SL after tax 81,673 Parque Fotovoltaico Puebla 19 de Montalbán Tolosa 161, SL 1 Equity 82,147 38 Viviendas Mirp, SL Liabilities 363 Generadora Energética 37 Solar, SL Cedinsa Solar, SL Profit/(loss) Assets Dividends distributed during 2008 50% Desarrollos Catalanes del 12 Viento, SL Volja Lux, SARL Investment cost (net) Real-estate development 10 Provicat Sant Andreu, SA Caixa Catalunya’s direct or indirect stake 361 (2) - (1,444) (695) - 3,686 (1,499) (979) - 4,270 4,284 3 (17) - 4 1 3 - Exceptionally, Repinves, SA, of which 32.40% of the voting rights are held, is not considered a jointly-controlled entity, as the only management decision the Group makes is the maintenance, purchase or sale of the Repsol-YPF, SA shares in its portfolio. 80 - 1 Does not include after-tax income Registered office: rúa das Cássias, Edificio Los Arcos, Vilamoura, Portugal 3 Registered office: c/ San Álvaro, 2, Córdoba 4 Registered office: avda. Grande Capitán, 2, Cordoba 5 Registered office: c/ Alcalde Guzman, s/n, Córdoba 6 Registered office: rda. General Mitre, 12, Barcelona 7 Registered office: avda. Europa, 22, Parque Empresarial La Moraleja, Alcobendas, Madrid 8 Registered office: pg. del Ferrocarril, 337, Castelldefels 9 Registered office: Ul. Gliwicha, 228-40-861, Katowice, Poland 10 Registered office: c/ Balmes, 155, Barcelona 11 Registered office: c/ Tarragona, 141-157, bloque B, Barcelona 12 Registered office: c/ Fontanella, 5-7, Barcelona 13 Registered office: c/ O'Donnell, 4, Madrid 14 Registered office: muelle de Sta. Catalina, s/n, Centro Comercial el Muelle, Las Palmas 15 Registered office: Barrio Rubo, s/n, Pielagos, Cantabria 16 Registered office: avda. Sancho el Fuerte, 18, Pamplona 17 Registered office: rda. Zamenhof, 24, Sabadell 18 Registered office: c/ Príncipe Vergara, 43, Madrid 19 Registered office: c/ General Pardiñas, 92, Madrid 20 Registered office: c/ Amistad, 23, Barcelona 21 Registered office: c/ Major, 182, Salt, Girona 22 Registered office: c/ Condestable, 4, Burgos 2 23 Registered office: c/ Virgen de la Alegría, 5, Madrid Registered office: c/ Major, 17, Terrassa 25 Registered office: c/ Alta Ribagorça, 12, Pol. Mas Blau II, El Prat de Llobregat 26 Registered office: ctra. Alcalá de Henares a Camarma de Esteruelas, km 4.9, Madrid 27 Registered office: Muela de la Peña Negra, Polígono 13, Carcelén, Albacete 28 Registered office: pça. de la Font, 5, Torredembarra, Tarragona 29 Registered office: avda. San Juan del Canal, 37, Soto de la Marina, Cantabria 30 Registered office: C/ Provença, 398-404, Barcelona 31 Registered office: c/ Fluvià, 64, Badalona 32 Registered office: Brahmsstrasse, 10, 14193 Berlin, Germany 33 Registered office: c/ Sepúlveda, 32, Barcelona 34 Registered office: c/ Hermosilla, 11, Madrid 35 Registered office: passeig de Gràcia, 49, Barcelona 36 Registered office: c/ Vilamarí, 75, Barcelona 37 Registered office: c/ Muntaner, 536, Barcelona 38 Registered office: 51 Avenue J-F. Kennedy, L-1855 Luxembourg 39 Registered office: c/ Navas de Tolosa, 161, Terrassa, Barcelona 40 Registered office: c/ María de Molina, 39. Madrid. 41 Registered office: c/ Beloso, 11. Pamplona. 24 2.1.3. Associates An associate is an entity over which the Caixa Catalunya Group exercises significant influence but not control or joint control. This influence usually takes the form of a direct or indirect shareholding of 20% or more of the entity’s voting rights. In the consolidated annual accounts, associates are accounted for using the equity method, as defined in IAS 28. If, as a result of losses, an associate has negative equity, the investment would be carried at zero in the Group’s consolidated balance sheet, unless the Group is required to provide financial backing, in which case a provision would be recognised. Note 16.1 contains information for 2008 on the most significant acquisitions of associates and new equity investments in entities that were of this nature at the beginning of the year, and on disposals of investments in associates. The following table contains key information on these entities: 81 2008 Thousands of euros Company Business Caixa Catalunya’s Investment direct or indirect cost stake (net) Dividends distributed Profit/(loss) Assets Liabilities 1 after tax Equity during 2008 Energy generation 29.25% 40,825 36,728 31,136 5,429 163 - Industrial maintenance 23.41% 2,451 12,534 5,904 2,841 3,789 - Energy generation 29.25% 2,529 66,729 51,845 12,262 2,622 - Investment in securities 25.03% 8,136 89,142 53,797 30,809 4,536 125 Energy generation 29.25% 1,946 16,065 13,383 689 1,993 - Civil engineering works Industrial maintenance 23.41% 5,131 75,448 50,410 22,503 2,535 - 23.41% 4,762 18,448 5,068 11,953 1,427 3,346 Energy generation 21.94% 3,069 12,835 9,976 2,660 199 - Europea de Mantenimiento 8 Industrial, SA Industrial maintenance 23.41% 2,704 5,589 3,877 2,075 (363) 503 General Mantenimiento Técnico, 9 SL Investment in real estate 23.41% 1,806 8,334 2,979 4,843 512 818 Student hall of residence 25% 786 10,244 6,582 3,057 605 207 Venture capital management 27.78% 750 2,317 138 2,072 107 - Real-estate development 21.42% 678 448 0 448 - - Energy generation 40% 503 826 (14) 1,090 (250) - Student hall of residence 20% 460 2,429 125 2,299 5 - Energy generation 25% 225 5,018 3,892 918 208 90 Student hall of residence 25% 195 3,929 2,806 811 312 73 23.41% 29 260 134 126 - - 23.41% 15 1,749 1,253 347 149 - Real-estate development 25% - 2,965 2,029 - 936 305 Advisory services 20% - 372,035 245,320 107,231 19,484 5,467 Establecimientos Industriales y 2 Servicios, SL Comomin de Tuberías, SL Hidrodata, SA 3 2 Hujoceramic, SL 4 Hidroeléctrica del Noguera, SL 2 Construcciones de Tuberías 5 Industriales, SA Tradehi, SL 6 Solwindet Las Lomas, SL Siresa Barcelonesa, SA Innova 31 SCR, SA Costa Ferma, SA 7 10 11 12 13 European Biofuels 012, SL Siresa Domus, SA 10 Promotora del Rec dels Quatre 14 Pobles, SA Siresa Europea, SA 10 Cotinavec Portugal, ULDA 15 Europea de Mantenimiento 16 Industrial de Cataluña, SL SCI Magnan Saint Philippe Applus Energy, SL 17 18 Civil engineering k Industrial maintenance 1 Does not include after-tax income 10 Registered office: c/ Roger de Llúria, 118, Barcelona 2 Registered office: c/ Passeig de Gràcia, 70, Barcelona 11 Registered office: c/ Jordi Girona, 31, Barcelona 3 Registered office: avda. Jesús Sánchez Madero, s/n, Algeciras, 12 Registered office: avda. Roma, 6, Tarragona Cadiz 13 Registered office: avda. Diagonal, 399, Barcelona 4 Registered office: avda. Manuel Escobedo, 13, Onda, Castellón 14 Registered office: Molí de la Trobada, s/n, Montferrer-Castellón, Lleida 5 Registered office: ctra. Reus-Torredembarra, s/n, 15 Registered office: rúa Castilho, 5, Lisbon, Portugal La Pobla de Mafumet, Tarragona 16 6 Registered office: pol. Ind. Silvota, 47, Posada, Asturias 7 Registered office: avda. Madric, 1, Granada 17 8 Registered office: ctra. Cartagena-Madrid, Cartagena, Murcia 18 9 Registered office: avda. Roma, 10-12, Barcelona Registered office: zona Industrial UA-1, Parcela 6, La Pobla de Mafumet, Tarragona Registered office: c/ Pouche, 31, París, France Registered office: crta acceso facultad de Medicina, s/n, Bellaterra, Cerdanyola del Vallès, Barcelona 82 2.1.4. Financial statements of Caixa Catalunya Caixa Catalunya is the parent entity of the Caixa Catalunya Group. Its summarised financial statements for 2008 and 2007 are as follows: Caixa Catalunya. Balance sheets at 31 December 2008 and 2007 Thousands of euros Assets Cash and balances with central banks Financial assets held for trading Other financial assets at fair value through profit or loss Available-for-sale financial assets Loans and receivables Held-to-maturity investments Changes in fair value of hedged items in portfolio hedges of interest rate risk Hedging derivatives Non-current assets held for sale Equity investments Pension-linked insurance contracts Property and equipment Intangible assets Tax assets Other assets 2008 2007 1,790,195 1,081,919 801,585 1,769,892 56,319 55,971 1,093,170 51,982,465 2,288,605 5,165,850 55,108,600 - Net Equity and Liabilities Financial liabilities held for trading 840,539 1,366,237 Financial liabilities at amortised cost Changes in fair value of hedged items in portfolio hedges of interest rate risk - - 56,605,225 59,616,026 242,941 (150,199) 162,713 341,162 - - (3,522) 425,752 254,882 693,725 373 537,502 212,832 1,220,635 48,420 347,949 73,057 2007 Other financial liabilities at fair value through profit or loss Hedging derivatives 25,492 2008 230,157 1,097,437 47,605 323,384 63,386 Liabilities associated with noncurrent assets for sale Provisions 286,384 Community Projects Fund Tax liabilities Other liabilities Capital repayable on demand 162,963 151,638 101,077 147,532 481,934 118,440 - - 58,553,480 62,206,797 Valuation adjustments Equity 19,154 2,767,901 805,810 2,440,495 Total Equity 2,787,055 3,246,305 61,340,535 65,453,102 Total Liabilities Total Assets 61,340,535 65,453,102 Memorandum accounts 15,958,982 18,988,159 83 Total Equity and Liabilities 285,665 Caixa Catalunya. Income statements for the years ended 2008 and 2007 Thousands of euros 2008 2007 Interest and similar income 3,326,201 2,852,546 Interest and similar expenses 2,504,807 2,102,093 NET INTEREST MARGIN 821,394 750,453 Income from equity instruments 155,966 172,929 Fee and commission income 365,451 338,413 Fee and commission expense 42,263 47,978 Gains/(losses) on financial assets and liabilities (net) 49,660 (41,903) Exchange differences (net) 20,499 30,397 Other operating income 25,888 28,124 Other operating expenses 15,299 12,062 1,381,296 1,218,373 627,263 600,254 57,661 50,834 GROSS MARGIN Administrative expenses Depreciation and amortisation 8,498 Provisions (net) (1,129) Impairment losses on financial assets (net) 735,014 349,789 NET OPERATING MARGIN (47,140) 218,625 6,593 Impairment losses on other assets (net) Gains/(losses) on sale of assets not classified as non-current assets held for sale (4,146) - Loss on business combinations (1,456) 315,453 - Gains/(losses) on sale of non-current assets held for sale not classified as discontinued operations (Notes 11 and 43) 515,445 PROFIT BEFORE TAX 457,566 532,415 55,160 50,177 Income tax Compulsory allocation to community funds and projects PROFIT FROM ORDINARY ACTIVITY Profit/(loss) from discontinued operations (net) PROFIT FOR THE YEAR 84 (3,119) - - 402,406 482,238 - - 402,406 482,238 Caixa Catalunya. Statements of changes in equity (statements of recognised income and expense) for years ended 31 December 2008 and 2007 Thousands of euros A) PROFIT FOR THE YEAR B) OTHER RECOGNISED INCOME (EXPENSES) 2008 2007 402,406 482,238 (786,656) 49,423 (1,108,214) (494,056) (614,158) - 57,923 61,518 (3,595) - (17,889) 8,126 (26,015) - 13,892 24,059 (10,167) - 4. Exchange differences a) Translation gains/losses b) Amounts transferred to profit and loss c) Other reclassifications 2,309 2,309 - (1,210) (1,210) - 5. Non-current assets held for sale a) Translation gains/losses b) Amounts transferred to profit and loss c) Other reclassifications - - 6. Actuarial gains/losses on pension plans - - 7. Other recognised income and expenses - 1. Available-for-sale financial assets a) Valuation gains/losses b) Amounts transferred to profit and loss c) Other reclassifications 2. Cash flow hedges a) Valuation gains/losses b) Amounts transferred to profit and loss c) Amounts transferred to the initial carrying amount of hedged items d) Other reclassifications 337,138 8. Income tax (384,250) TOTAL RECOGNISED INCOME/(EXPENSES) (A+B) 85 (21,182) 531,661 Caixa Catalunya. Statements of changes in equity (full-format statements of equity) for years ended 31 December 2008 and 2007 Thousands of euros Net equity attributable to the parent Equity 2008 Balance at 31 December 2007 Adjustments due to changes in accounting policy Adjustments to correct errors Adjusted opening balance Total recognised income/(expenses) Other changes in equity Increase/(Decreases) of capital/endowment fund Conversion of financial liabilities to capital Revaluation gains on other equity instruments Reclassification to/from other financial liabilities Distribution of dividends/ Remuneration to equity holders Operations with own equity instruments (net) Transfers between equity items Increases/(decreases) due to business combinations Discretionary allocations to community funds and projects Equity-based settlements Rest of increases/(decreases) in equity Balance at 31 December 2008 Endow ment fund or capital Reserves Income for the year Valuation adjustme nts - 1,958,257 482,238 805,810 3,246,305 - 1,958,257 482,238 805,810 3,246,305 - - 402,406 (786,656 ) (384,250) - 407,238 - - - - - - - - - - - - - - - - - - - - - - - - - - 407,238 - - - - - - - - - - - - - - 2,365,495 402,406 19,154 2,787,055 86 (482,238) (407,238) (75,000) - - - Total equity (75,000) (75,000) - Net equity attributable to the parent Equity 2007 Endowment fund or capital Reserves Income for the year Valuation adjustments Total equity Balance at 31 December 2006 Adjustments due to changes in accounting policy Adjustments to correct errors Adjusted opening balance - 1,697,831 323,963 756,387 2,778,181 - 1,697,831 323,963 756,387 2,778,181 Total recognised income/(expenses) - - 482,238 49,423 531,661 Other changes in equity Increase/(Decreases) of capital/endowment fund Conversion of financial liabilities to capital Revaluation gains on other equity instruments Reclassification to/from other financial liabilities Distribution of dividends/ Remuneration to equity holders Operations with own equity instruments (net) Transfers between equity items Increases/(decreases) due to business combinations Discretionary allocations to community funds and projects Equity-based settlements Rest of increases/(decreases) in equity - 260,426 - - - - - - - - - - - - - - - - - - - - - - - - - - 260,426 - 6,463 - - - - - - Balance at 31 December 2007 - 1,958,257 87 (323,963) (253,963) (70,000) 482,238 - 805,810 (63,537) (70,000) 3,246,305 Caixa Catalunya. Statements of cash flows for the years ended 31 December 2008 and 2007 Thousands of euros 2008 1. Cash flows from operating activities 2007 211,965 (242,441) Income for the year 402,406 482,238 Adjustments for cash flows from operating activities Depreciation of property and equipment Other adjustments 240,780 57,661 183,119 85,704 50,834 34,870 Net (increase)/decrease in operating assets (3,207,384) 1,933,806 Held for trading Other financial assets at fair value through profit or loss Available-for-sale financial assets Loans and receivables Other operating assets Net (increase)/decrease in operating liabilities (667,474) 348 (439,416) (2,403,926) 303,084 (3,693,765) (1,957,299) (150,789) 3,195,318 773,914 72,662 1,073,246 (525,698) (3,304,889) 136,822 (643,374) 1,898,695 (182,075) Held for trading Other financial liabilities at fair value through profit or loss Financial liabilities at amortised cost Other operating liabilities Collection/payment of income tax 55,160 50,177 2. Cash flows from investing activities 462,058 246,201 Payments: Property, plant and equipment Intangible assets Equity investments Subsidiaries and other business units Non-current assets and associated liabilities held for sale Held-to-maturity investments Other payments related with investing activities 280,236 123,198 815 156,223 - 170,351 118,289 26,822 25,240 - Collections: Property, plant and equipment Intangible assets Equity investments Subsidiaries and other business units Non-current assets and associated liabilities held for sale Held-to-maturity investments Other payments related with investing activities 742,294 3,559 738,735 - 416,552 408,104 8,448 - 294,088 22,770 Payments: Dividends Subordinated debt Redemption of own securities instruments Acquisition of own securities instruments Other payments related with investing activities 205,912 205,912 - - Collections: Subordinated debt Issue of own securities instruments Disposal of own securities instruments Other payments related with financing activities 500,000 500,000 - 22,770 22,770 - 3. Cash flows from financing activities 4. Effect of exchange rate changes 5. Net increase/Decrease in cash and cash equivalent 6. Cash and cash equivalents at beginning of year 7. Cash and cash equivalent at end of year Cash and cash equivalents at end of year Cash Cash equivalents at central banks Other financial assets Less: overdrafts and equivalent at end of year Total cash and equivalent at end of year 88 20,499 30,397 988,610 11,387 801,585 1,790,195 790,198 801,585 270,933 1,519,262 1,790,195 253,789 547,796 801,585 2.2. Financial instruments A financial instrument is a contract that simultaneously generates a financial asset in one entity and a financial liability or equity instrument in another entity. An equity instrument is a contract that evidences or reflects a residual interest in the assets of the issuer after deducting all of its liabilities. 2.2.1. Initial recognition of financial instruments Financial instruments are initially recognised on the consolidated balance sheet when the Caixa Catalunya Group becomes party to the contractual provisions of the instrument. In particular, debt instruments, such as loans and receivables, are recorded from the date on which the legal right or obligation to receive or pay cash, respectively is generated. Financial derivatives are generally recognised from the trade date. So-called regular way purchases or sales of a financial asset, i.e., a contract for the purchase or sale of a financial asset that requires delivery of the asset within the time frame generally established by regulation or convention in the market place concerned and that cannot be settled net (e.g. stock exchange contracts or foreign exchange futures trading contracts), are recorded from the date on which the rewards, risks, rights and duties intrinsic to all owners are transferred to the purchaser. Depending on the type of financial asset bought or sold, this date may be the trade date or the settlement or delivery date. In particular, spot market transactions and those performed with debt instruments traded on secondary Spanish securities markets are recognised on their settlement date, while transactions in equity instruments traded on secondary securities markets are recognised on their trade date. 2.2.2. Derecognition of financial instruments A financial asset is derecognised from the consolidated balance sheet in any of the following circumstances: When the contractual rights over the associated cash flows have expired. When the financial asset and the risks and rewards of the financial asset are substantially transferred or, even if there is no substantial transfer or retaining of the latter, when control of the financial asset is relinquished (see Note 2.7). A financial liability, on the other hand, is derecognised from the balance sheet when its associated obligations extinguish or when it is re-acquired by the Caixa Catalunya Group with the intention of replacing or cancelling it. 2.2.3. Fair value and amortised cost of financial instruments The fair value of a financial instrument at a specified date is the amount for which it could be delivered, if an asset, or settled, if a liability, in a transaction carried out between knowledgeable, willing parties on an arm’slength basis. The most objective, common benchmark for the fair value of a financial instrument is the price that would be paid on an organised, transparent and deep market (“quote price” or “market price”). If a market price does not exist for a given financial instrument, its fair value is estimated by reference to the price established in recent transactions involving similar instruments and, in the absence thereof, by reference to measurement models which have been sufficiently tested by the international financial community, taking into account the specific features of the instrument to be measured and, most particularly, the various types of risk associated with the instrument. The fair value of financial derivatives traded in organised, transparent and deep markets and included in financial assets and liabilities held for trading is equated with their daily quoted price and if, due to exceptional reasons, their quoted price cannot be determined at a given date, they are measured using methods similar to those used to measure derivatives not traded in organised markets. The fair value of derivatives not traded in organised markets or derivatives traded in organised markets lacking depth or transparency is determined using methods recognised by the financial markets (namely “net present value” (NPV), option pricing models, etc.). Financial instruments have therefore been classified into the following three levels according to how their fair value is measured: Level 1: Prices quoted on an active market. Level 2: Prices quoted on active markets for similar instruments or by reference to measurement techniques in which all significant inputs are directly or indirectly based on data from observable markets. 89 Level 3: Valuation techniques in which a significant input is not based on data from observable markets. An input is considered to be significant when it is important to calculating fair value taken as a whole. Amortised cost is understood to be the acquisition cost of a financial asset or liability, plus or minus, as appropriate, repayments of the principal or interest, for the portion systematically recognised in the consolidated income statement, using the effective interest method, of the difference between the initial cost and the maturity amount of such financial instruments. In the case of financial assets, amortised cost also includes any valuation adjustments for impairment. The effective interest rate is the discount rate that exactly matches the net carrying amount of a financial instrument to all its estimated cash flows of all kinds through its remaining life. For fixed-rate financial instruments, the effective interest rate is that of the contractual interest rate established on the acquisition date, adjusted where applicable, for premiums and initial discounts, fees, and transaction costs which, in accordance with Bank of Spain Circular 4/2004, should be included in the calculation of the effective interest rate. In the case of floating-rate financial investments, the effective interest rate is calculated in the same manner as for fixed-rate transactions and is recalculated each time the contractual interest rate of the transaction is reset, taking into account any changes in the expected future cash flows of the latter. 2.2.4. Classification and measurement of financial assets and liabilities For measurement purposes, financial instruments are divided into the following categories: Financial assets and liabilities at fair value through profit or loss. This category is made up of financial instruments classified as held for trading, plus other financial assets and liabilities which are recognised at fair value through profit or loss. • Financial assets held for trading are those acquired for the purpose of realising them in the short term or those which are part of a portfolio of identified financial instruments that are managed together, and for which there is evidence of a recent actual pattern of short-term profit taking, and also derivative instruments that do not fulfil the definition of a financial guarantee contract and are not designated as hedging instruments. • Financial liabilities held for trading are those issued for the purpose of realising them in the short term or those which are part of a portfolio of identified financial instruments that are managed together, and for which there is evidence of a recent actual pattern of short-term profit taking, in addition to short positions arising from sales of assets temporarily purchased under non-optional reverse repurchase agreements or of borrowed securities, and derivatives which do not fulfil the definition of a financial guarantee contract and instruments not designated as hedging instruments. • Other financial assets or liabilities at fair value through profit or loss are hybrid financial instruments comprising an embedded derivative and a host contract which, although not included in financial assets and liabilities held for trading, must be measured entirely at fair value when it is not possible to segregate the embedded derivative from the host contract as required under Bank of Spain Circular 4/2004 and IFRS. Financial instruments classified at fair value through profit or loss are initially measured at fair value. Subsequent changes in their fair value are recognised under “Gains/(losses) on financial assets and liabilities” on the consolidated income statement, except for changes in fair value due to accrued returns on financial instruments other than trading derivatives, which are recognised under “Interest and similar income”, “Interest and similar expenses” or “Income from equity instruments” on the consolidated income statement, depending on their substance. The income and expenses associated with debt instruments included in this category are calculated using the effective interest method. However, financial derivatives whose fair value cannot be objectively determined are measured in these consolidated annual accounts at cost. These are mainly interest rate swaps contracted in connection with the asset securitisation fund set up before 1 January 2004, due to the subjectivity and volatility of the assumptions used in their calculation. Proceeds from derivatives sold to customers are accrued until maturity. Held-to-maturity investments. This category includes debt securities with fixed maturity and with fixed or determinable cash flows that the Caixa Catalunya Group has the intention and ability to hold to maturity. The debt securities included in this category are initially measured at fair value, adjusted for transaction costs directly attributed to the purchase of the financial asset, which are charged to the consolidated income statement using the effective interest method defined by Bank of Spain Circular 4/2004 and the IFRS. They are subsequently measured at amortised cost, calculated using the effective interest rate method. 90 The interest accrued on these securities is recognised under “Interest and similar income” on the consolidated income statement. Exchange differences on securities denominated in currencies other than the euro are recognised as explained in Note 2.4. Any impairment losses on these securities are recognised as explained in Note 2.8. Loans and receivables. This category includes unlisted debt securities, financing granted to third parties through ordinary lending activities carried out by the Caixa Catalunya Group and receivables from purchasers of goods and users of services. These financial assets are initially measured at fair value, adjusted by the amount of fees and commissions and transaction costs directly attributable to the acquisition of the financial asset, which are recognised on the consolidated income statement using the effective interest method until maturity, in accordance with Bank of Spain Circular 4/2004. They are subsequently measured at amortised cost. Assets acquired at a discount are measured at the cash amount paid. The difference between their repayment value and the amount paid is recognised using the effective interest method as finance income on the consolidated income statement during the remaining term to maturity. The Caixa Catalunya Group generally intends to hold granted loans and advances until final maturity and therefore, they are presented on the consolidated balance sheet at amortised cost. The interest accrued on these transactions is calculated used the effective interest method and recognised under “Interest and similar income” in the consolidated income statement. Exchange differences on instruments denominated in currencies other than the euro are recognised as explained in Note 2.4. Any impairment losses on these instruments are recognised as explained in Note 2.8. The accounting treatment of debt securities included in fair value hedging transactions is described in Note 2.3. Available-for-sale financial assets. This caption includes debt securities and equity instruments not classified in other categories. Debt instruments are always initially measured at fair value adjusted by the transaction costs directly attributable to the acquisition of the financial asset, which are recognised on the consolidated income statement using the effective interest method until maturity in line with Bank by Spain Circular 4/2004 and under IFRS, except where the financial assets do not have a fixed maturity, in which case they are recognised in profit and loss when impaired. Available-for-sale financial assets are also measured at fair value subsequent to initial recognition. Nonetheless, equity instruments whose fair value cannot be determined in a sufficiently objective manner are measured at cost in the accompanying consolidated annual accounts, net of any impairment loss, calculated using the criteria explained in Note 2.8. Changes in the fair value of available-for-sale financial assets due to accrued interest or dividends are recognised through a balancing entry under “Interest and similar income” (calculated using the effective interest method) and “Income from equity instruments”, respectively, in the consolidated income statement. Any impairment losses on these securities are recognised as indicated in Note 2.8. Exchange differences on financial assets denominated in currencies other than the euro are recognised as explained in Note 2.4. Variations in the fair value of financial assets hedged in fair value hedging transactions are recognised as indicated in Note 2.3. All other changes in the fair value of financial assets classified as available-for-sale from the time of acquisition are recognised through a balancing entry under “Equity – Valuation adjustments – Available-for-sale financial assets” until the financial asset is derecognised. The balance recognised in equity is then taken to ”Gains/(losses) on financial assets and liabilities (net)”. Equity investments. See Note 2.1. Financial liabilities at amortised cost. This category of financial instruments includes financial liabilities not included in any of the previous categories. Liabilities issued by investees that have the legal form of capital but do not meet the conditions for qualification as equity, i.e., essentially preference shares issued by investees that do not entitle the holders to voting rights or dividends in the event of certain circumstances, are classified in this category. These liabilities are initially measured at fair value adjusted by transaction costs directly attributable to issue. They are subsequently measured at amortised cost, calculated using the effective interest method. Interest borne on financial liabilities at amortised cost is recognised under “Interest and similar expenses” on the consolidated income statement. Exchange differences on securities denominated in currencies other than the 91 euro are recognised as explained in Note 2.4. Changes in the fair value of financial liabilities hedged in fair value hedges are measured as described in Note 2.3. Embedded derivatives included in hybrid financial liabilities in this category are separated from these contracts and treated independently for accounting purposes if the characteristics and economic risks of the embedded derivative are not closely connected to those of the host contract, and measured in the same manner as the derivatives held for trading. Nonetheless, liabilities designated as hedged items in fair value hedges are carried at fair value in the consolidated income statement. Furthermore, financial instruments that must be considered non-current assets held for sale, in accordance with regulation thirty-four of Bank of Spain Circular 4/2004, are recognised in the consolidated financial statements in line with the criteria laid out in Note 2.22. 2.3. Hedge accounting and risk management The Caixa Catalunya Group uses financial derivatives as part of its strategy to reduce its exposure to interest rate and foreign exchange rate risks, among others (see Note 3). When these transactions meet the requirements of IAS 39 and Bank of Spain Circular 4/2004, they qualify for hedge accounting. When the Group designates a transaction as a hedge, it does so from the inception of the transaction or of the instrument included in the hedge, and the transaction is duly documented. The hedge accounting documentation duly identifies the hedged instrument or instruments and the hedging instrument or instruments, the substance of the risk to be hedged, and the criteria or methods used by the Caixa Catalunya Group to assess the effectiveness of the hedge over its entire life, taking into account the risk sought to be hedged. The Group applies hedge accounting for hedges that are highly effective. A hedge is considered to be highly effective if, at inception and during its expected life, the changes in fair value or in the cash flows that are attributed to the hedged risk are almost entirely offset by changes in the fair value or in the cash flows, as appropriate, of the hedging instrument or instruments. To measure the effectiveness of hedges, the Group analyses whether, from the beginning to the end of the term defined for the hedge, it may be expected, prospectively, that the changes in fair value or in the cash flows of the hedged item that are attributable to the hedged risk will be almost entirely offset by changes in the fair value or in the cash flows, as appropriate, of the hedging instrument or instruments and, retrospectively, that the results of the hedge will be within a range of 80% to 125% of the results of the hedged item. Hedging transactions entered into by the Caixa Catalunya Group are classified into the following categories: Fair value hedges: these hedge the exposure to changes in the fair value of financial assets and liabilities or of unrecognised firm commitments, or of an identified portion of such assets, liabilities or firm commitments that is attributable to a particular risk, provided that they affect the consolidated income statement. In fair value hedges, gains or losses arising on both the hedging instrument and the hedged items attributable to the type of risk being hedged are recognised directly under “Gains/(losses) on financial assets and liabilities (net)” in the consolidated income statement. Hedge accounting is discontinued when the hedging instrument expires or is sold, when the hedge no longer meets the requirements for consideration as such, or when its designation as a hedge is revoked. When, in accordance with the above paragraph, fair value hedge accounting is discontinued, in the case of hedged items measured at amortised cost, the valuation adjustments accrued under prior hedge accounting as described above are recognised on the consolidated income statement until the hedged instrument expires, and the effective interest rate is applied as recalculated on the date on which the hedging was discontinued. Cash flow hedges: these hedge the changes in cash flows that are attributed to a particular risk associated with a financial asset or liability or with a highly probable forecast transaction, provided that it will affect the consolidated income statement. In cash flow hedges, the gains or losses arising on the portion of the hedging instruments qualifying as an effective hedge are recognised temporarily under “Equity – Valuation adjustments – Cash flow hedges”. Financial instruments hedged in this type of hedging transaction are recognised using the methods described in Note 2.2, without any changes for the fact that they are considered to be hedged instruments. In cash flow hedges, the gains or losses arising on the portion of the hedging instruments qualifying as an effective hedge are recognised temporarily under “Valuation adjustments – Cash flow hedges” in equity. Financial instruments hedged in this type of hedge transaction are recognised in line with the criteria detailed above. Gains 92 and losses are not recognised on the consolidated income statement until the gains or losses on the hedged item are recognised on the consolidated income statement or until the date of maturity of the hedged item. The gains or losses on the portion of the hedging instruments qualifying as an ineffective hedge are recognised directly under “Gains/(losses) on financial assets and liabilities (net)” in the consolidated income statement. When a cash flow hedge is discontinued, the accumulated gains or losses on the hedging instrument recognised under “Valuation adjustments – Cash flow hedges" in equity are maintained under this caption until the related cash flows occur. Subsequent to which, the gains or losses are released to profit and loss or the cost of the asset or liability is adjusted. The Caixa Catalunya Group hedges against the interest rate risk of a certain amount of interest rate-sensitive financial assets or liabilities which form part of the portfolio of held for trading instruments but are not identified as specific hedging instruments. These hedges, which are known as macro-hedges, can be fair value hedges or cash flow hedges (see Note 3.3). In fair value macro-hedges, the gains or losses arising on the hedged items which are attributable to interest rate risk are recognised directly on the consolidated income statement under “Changes in fair value of hedged items in portfolio hedges of interest rate risk”, under assets or liabilities, based on the substance of the hedged item. In cash flow macro-hedges, the hedged items are recognised using the measurement criteria described in Note 2.2, without any changes for the fact that they are considered to be hedged instruments, while the derivatives are recorded at fair value, and the gains or losses arising on the portion of the hedging instruments qualifying as an effective hedge are recognised temporarily in equity under “Valuation adjustments”. 2.4. Foreign currency transactions 2.4.1. Functional currency The functional currency of the Caixa Catalunya Group is the euro. Therefore, all balances and transactions in currencies other than the euro are regarded as denominated in foreign currency. The breakdown of the equivalent values in thousands of euros of the main asset and liability balances held on the balance sheet in foreign currency, taking into account the substance of these items and the most significant currencies in which they are denominated, is as follows: 93 Equivalent in thousands of euros Assets 2008 Liabilities Assets 2007 Liabilities Balances in US Dollars Banks and central bank deposits Customer loans Debt securities Customer deposits Marketable debt securities Other 294,560 48,140 237,509 8,911 292,373 163,424 119,092 9,857 294,229 50,398 179,509 17,850 46,472 2,151,691 705,166 101,479 1,328,660 16,386 Balances in Swiss Francs Banks and central bank deposits Customer loans Customer deposits Other 233,232 1,066 232,166 - 851 825 26 246,839 49,901 196,528 410 1,264 1,249 15 Balances in Pounds Sterling Banks and central bank deposits Customer loans Debt securities Customer deposits Other 40,444 11,061 22,786 6,573 24 14,187 13,814 373 51,563 18,298 23,969 8,911 385 35,811 22,093 13,494 224 Balances in other currencies Banks and central bank deposits Customer loans Debt securities Customer deposits Other 738,462 14,617 715,764 4,588 3,493 24,607 4,001 19,307 1,299 369,470 8,505 349,296 7,469 4,200 135,840 110,932 23,730 1,178 1,306,698 332,018 962,101 2,324,606 Total balances denominated in foreign currencies 2.4.2. Criteria for translation of foreign currency balances The translation of foreign currency balances into euros is carried out in two consecutive steps: Translation of foreign currency balances into the functional currency of the entities and branches. Translation into euros of balances held in the functional currencies of entities whose functional currency is not the euro. Translation of foreign currency to the functional currency: foreign currency transactions carried out by consolidated entities or those accounted for using the equity method are initially recorded in their respective financial statements at their functional currency equivalent, applying the exchange rates in force on the dates of the transactions. Subsequently, the consolidated entities translate the foreign currency monetary amounts into their functional currencies using the prevailing year-end exchange rate. Foreign currency transactions carried out by the Caixa Catalunya Group are initially recognised in the consolidated financial statements at their euro equivalent, which is calculated using the spot exchange rates in force on the date of each transaction. The Caixa Catalunya Group subsequently translates the foreign currency amounts into euros using the following exchange rate: Monetary items are translated at the average exchange rates on the spot currency market prevailing at the appropriate year ends. Non-monetary items measured at historic cost are translated into the functional currency at the exchange rate on the day of purchase. Non-monetary items measured at fair value are translated at the exchange rate prevailing on the date on which their fair value was determined. Income and expenses are translated at the average exchange rates for the period. Forward foreign currency purchase and sale contracts outstanding are translated to euros at the yearend exchange rates on the forward currency market. 94 2.4.3. Exchange rates used The exchange rates used to translate foreign currency balances into euros for preparation of the consolidated annual accounts, taking into account the criteria above, are those published by the European Central Bank on the date indicated. 2.4.4. Recognition of exchange differences The exchange differences resulting from the translation of foreign currency balances into the functional currency are generally recognised at their net amount under “Exchange differences (net)” in the consolidated income statement, except for differences in financial instruments at fair value through profit and loss, which are recognised on the consolidated income statement without distinguishing them from other changes in fair value. However, exchange differences in non-monetary items the fair value of which is adjusted through equity are recognised in equity under “Valuation adjustments – Exchange differences” on the consolidated balance sheet until they are realised. 2.4.5. Exchange rate risk exposure The Treasury and Capital Markets Division consolidates and manages the entire foreign currency risk position generated by the branch network and the trading businesses. The procedure involves transferring the overall customer-generated position to the Treasury and Capital Markets Division, where it is handled on aggregate, together with the department’s own open position (see Note 3.4.1). 2.5. Recognition of income and expenses The most significant criteria used to recognise income and expenses are summarised below. 2.5.1. Interest income, interest expense, dividends and similar items Interest income, interest expenses and similar items are generally recognised on an accruals basis using the effective interest method described in Section 2.2.3. Dividends received from non-group entities, jointly-controlled entities or associates are recognised as income when the right to receive them arises. 2.5.2. Commissions, fees and similar items Fee and commission income and expenses and similar items that are not used as part of the effective interest rate calculations and/or are not part of the acquisition cost of financial assets or liabilities, other than those classified at fair value through profit and loss are recognised in the income statement using different criteria depending on their nature. The most significant of these are: Those linked to the purchase of financial assets and liabilities measured at fair value through profit and loss, which are recognised in the income statement when they are paid. Those arising from transactions or services lasting over time, which are recorded in the income statement over the life of the transaction or service. Those related to services provided in a single act, which are accrued when the single act is executed. Fee and commission expenses or received for financial services, regardless of their contractual denomination, are accrued in the income statement according to whether they are classified as financial or non-financial fees. Financial fees such as loan and credit origination fees, are part of the effective income or cost of a financial transaction and are recognised under the same caption as financial income or expenses, i.e. as “Interest and similar income” and “Interest and similar expenses”. These fees and commissions, except when they offset direct costs related to the transaction, are recognised on the consolidated income statement over the life of the transaction as an adjustment to the effective income or cost of the transaction. If the commitment expires without the financing being drawn down, they are recognised on the consolidated income statement on the date of expiry. Related direct costs are taken to be those which would not have arisen if the transaction had not been arranged. The sum of paid fees that can be recorded as income on the consolidated income statement to offset the related direct costs, if there is no analytical accounting to calculate this sum, cannot be greater than 0.4% of the principal of the financial instrument, up to a maximum of 400 euros. The full sum can be recognised when it is greater than 90 euros. 95 Non-financial fees and commissions are those arising from the provision of services carried out over a period of time or to services provided in a single act. 2.5.3. Non-financial income and expenses These are recognised for accounting purposes on an accruals basis. 2.5.4. Deferred collections and payments These are recognised for accounting purposes at the amount resulting from discounting expected cash flows using the effective interest method. 2.6. Offsetting Financial assets and liabilities are offset, i.e. recognised on the consolidated balance sheet at their net amount, only if the entities have a contractually or legally enforceable right to set off the amounts of such instruments and intend either to settle on a net basis, or to realise the asset and settle the liability simultaneously. 2.7. Transfers of financial assets The accounting treatment of the transfer of financial assets depends on the degree to which the associated risks and benefits are transferred: If the risks and rewards are substantially transferred to a third party the financial asset transferred is derecognised from the balance sheet and, at the same time, any rights or obligations retained or created by the transfer are recognised. This case typically applies to unconditional sales, sales with repurchase agreements at fair value at the repurchase date, sales of financial assets where the seller holds a call or issues a put option heavily out of the money, asset securitisations where the originator retains no subordinated finance and offers no kind of credit enhancement to the new holders, and similar disposals. If the risks and rewards associated with the financial asset are substantially retained, the financial asset continues to be recognised on the balance sheet and is measured using the same criteria as before the transfer. This case typically applies to sales of financial assets with agreements to repurchase at a fixed price or for the sale price plus interest, securities loan contracts where the borrower must return the securities or equivalent assets, financial asset securitisations which retain subordinated financing, or any other type of credit improvement that substantially absorbs the expected credit losses for the securitised assets and other similar disposals. On the contrary, the following items are recognised and not offset: An associated financial liability at a value equal to the payment received, subsequently measured at amortised cost, to the extent that it is not classified as a financial liability at fair value through profit and loss. In order that it does not constitute a present obligation, on calculating the value of this financial liability, the transferor must deduct any financial instruments (such as securitisation bonds and loans) it holds which represent financing for the transferee to which the financial assets have been transferred, to the extent that these instruments specifically finance the transferred assets. Both the income from the financial asset that has been transferred but not derecognised from the balance sheet and expenses from the new financial liability. Nevertheless, if the Caixa Catalunya Group purchases bonds issued pursuant to these securitisations, they are deducted from the financial liability recognised under “Marketable debt securities”. It may also be that the risks and rewards are neither substantially retained nor substantially transferred. This case typically applies to sales of financial assets where the seller holds a call option or issues a put option that is neither heavily in nor out of the money, securitisations where the originator takes on subordinated finance or other types of credit enhancement by virtue of which the originator significantly reduces exposure to the transferred asset or other similar cases. In these circumstances the following cases can be distinguished: If the seller does not retain control of the transferred financial asset: the transferred asset is derecognised and any right or obligation retained or generated as a result of the transfer is recognised separately. If the seller retains control of the transferred financial asset: the asset continues to be recognised on the balance sheet at a value equal to its exposure to possible changes in value and a financial liability associated with the transferred asset is recognised. The net amount of the transferred asset and associated liability will be the amortised cost of the rights and obligations retained, if the transferred asset is measured at amortised cost, or the fair value of the rights and obligations retained if the transferred asset is measured at fair value. 96 In line with the above, financial assets are only derecognised from the consolidated balance sheet or when the implied risks and rewards associated with ownership of the asset have been transferred substantially to third parties. Note 30.5 summarises the circumstances of the main asset transfers undertaken in 2008 and prior years that did not lead to the derecognition of these assets from the consolidated balance sheet. 2.8. Impairment of financial assets A financial asset is considered to be impaired and its carrying amount is duly adjusted to reflect the impact of this impairment when there is objective evidence that events have taken place producing: A negative impact on the future cash flows estimated at the time the transaction was formalised in the case of debt instruments (loans and debt securities). When its carrying amount may not be fully recovered. As a general rule, the carrying amount of impaired financial instruments is adjusted with a charge to the consolidated income statement for the period in which impairment becomes evident, and the reversal, if any, of previously recognised impairment losses is recognised on the consolidated income statement for the period in which the impairment is eliminated or reduced, except for equity instruments classified as available for sale, for which impairment reversals are recognised under “Valuation adjustments” in equity. When the recovery of any recognised amount is considered unlikely, the amount is written off from the consolidated balance sheet, without prejudice to any actions that may be initiated to seek collection until their contractual rights are definitively extinguished as a result of to expiry of the statute-of-limitations period, a waiver or any other cause. The criteria used by the Caixa Catalunya Group to determine impairment losses in each of the categories of financial instruments, together with the method used to calculate the hedges recognised on this impairment are described below. 2.8.1. Debt instruments carried at amortised cost The amount of an impairment loss incurred on a debt instrument carried at amortised cost is equal to the positive difference between its carrying amount and the present value of its estimated future cash flows. However, the market value of listed debt instruments is considered a reasonable estimation of the present value of expected future cash flows. To estimate the future cash flows of debt instruments, the following factors are taken into account: All amounts expected to be obtained during the remaining life of the instrument, including those that could be generated by any of its guarantees, as applicable (after deducting the necessary costs for allocation and subsequent sale). Impairment loss takes into account the calculation of the possibility of collecting accrued, past due and uncollected interest. The different types of risk associated with each instrument. The circumstances under which collection is likely to occur. These cash flows are then discounted at the instrument’s effective interest rate (if the contractual rate is fixed) or at the effective contractual interest rate on the reset date (when the rate is floating). In the specific case of impairment losses resulting from the materialisation of insolvency risk (credit risk), a debt instrument is considered impaired due to insolvency when: There is evidence of deterioration in the debtor’s ability to pay, either because it is in arrears or for other reasons. When “country risk” materialises, which is understood as the risk that affects debtors resident in a country as a result of circumstances other than the usual commercial risk. 97 Impairment losses on these assets are assessed as follows: Individually, for all significant debt instruments and for instruments which, although not material, are not susceptible to being classified in homogeneous groups of instruments with similar risk characteristics: instrument type, debtor’s industry and geographical location, type of guarantee or collateral, age of past-due amounts, etc. Collectively: transactions are classified on the basis of the substance of the payment obligations the conditions of the country of residence of the debtor, the status of the transaction and type of guarantees or collateral, the age of past-due amounts, etc. The impairment losses (“identified losses”) are established for each risk group that have to be recognised in the consolidated annual accounts of the consolidated entities. In addition to identified losses, an overall impairment loss is recognised on risks classified as standard and therefore, not specifically identified. This loss is quantified using the statistical parameters established by the Bank of Spain on the basis of its past experience and the information available to it on the Spanish banking sector, modified as circumstances warrant. Debt instruments and contingent risks that do not meet criteria for individual classification as doubtful but which display weaknesses that could lead to impairment losses for the Caixa Catalunya Group in excess of the hedge due to intensification of risks under close surveillance are classified as substandard risk (see Note 12.3). The recognition of interest income in the income statement is discontinued for all debt instruments that are individually classified as impaired, either because they are more than three months past due or because objective signs of impairment are observed. 2.8.2. Other debt instruments The amount of impairment losses on debt securities included in the available-for-sale financial asset portfolio is the positive difference between their acquisition cost (net of any principal repayment or amortisation) and their fair value, less any impairment loss previously recognised in the consolidated income statement. The procedure for calculating impairment losses arising from insolvency of the issuer of the debt instruments classified as available for sale is the same as that used for debt instruments carried at amortised cost, which is explained in Note 2.8.1. When there is objective evidence that the negative differences arising on measurement of these assets are due to impairment, they are not recognised under the equity item “Valuation adjustments – Available-for-sale financial assets” and are recognised for the cumulative impairment considered until then in the consolidated income statement. If all or part of the impairment losses are subsequently reversed, the reversed amount is recognised on the consolidated income statement for the period in which the reversal occurs. Similarly, negative differences occurring in the measurement of debt instruments classified in equity as “noncurrent assets held for sale” are considered realised, and they are accordingly recognised on the consolidated income statement when classified as “non-current assets held for sale”. The recognition of interest income on the consolidated income statement is discontinued for all debt instruments that are individually classified as impaired when they are past due for more than three months or because objective signs of impairment are observed. 2.8.3. Equity instruments classified as available for sale and measured at fair value An impairment loss on equity instruments included under available-for-sale financial assets is the positive difference between their acquisition cost (net of all principal repayments) and their fair value, less any impairment loss previously recognised in the consolidated income statement. The criteria for recognising impairment losses on instruments classified as available for sale are similar to those used for “Other debt instruments” explained in Note 2.8.2, with the exception that any reversal of these losses is recognised in equity under “Valuation adjustments – Available-for-sale financial assets”. 2.8.4. Equity instruments carried at cost Impairment losses are recognised on the consolidated income statement for the period in which they arise as a direct deduction of the cost of the instrument. These losses can only be reversed subsequently if the assets are sold. 98 2.8.5. Equity investments Impairment losses on equity investments in jointly-controlled entities and associates which, for the purposes of these consolidated annual accounts are not considered “financial instruments”, are estimated and recognised using generally accepted measurement methods. These losses can be reversed if the objective events triggering them disappear. 2.9. Financial guarantees and provisions “Financial guarantees” are defined as contracts that require the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the original or modified terms of a debt instrument, irrespective of their legal form (bonds, financial guarantees, credit derivatives, etc.). Regardless of the guarantor, instrumentation or other circumstances, financial guarantees are reviewed periodically to determine credit risk exposure and, if appropriate, to consider whether a provision is required. Credit risk is determined using similar criteria to those for quantifying impairment losses of debt instruments carried at amortised cost, which are explained in Note 2.8.1. The provisions recognised for these arrangements are recognised under “Provisions – Provisions for risks and contingent liabilities” on the liability side of the consolidated balance sheet. The provisions and recoveries thereof are recognised with a charge or credit to “Provisions (net)” in the accompanying consolidated income statement (see Note 23). When a provision is recognised for financial guarantees, commissions pending accrual recognised under “Accrued expenses and deferred income” on the liability side of the consolidated balance sheet are reclassified to the corresponding provision. 2.10. Leases 2.10.1. Operating leases In operating leases, ownership of the leased asset and substantially all risks and rewards incidental to ownership remain with the lessor. When the Caixa Catalunya Group acts as lessor in operating leases, it recognises the acquisition cost of the leased assets under “Property and equipment”, either as “Investment properties” or “Other assets under operating leases”, depending on the substance of the leased assets. These assets are depreciated in line with the policies adopted for similar property, plant and equipment for own use, and the income from lease contracts is recognised on a straight-line basis under “Other operating income” in the consolidated income statement. When the Group acts as lessee in operating leases, lease expenses including any incentives granted by the lessor, where applicable, are charged on a straight-line basis to “Other general administrative expenses” on the consolidated income statement. 2.10.2. Finance leases Finance leases are leases that transfer substantially all the risks and rewards incidental to ownership of the leased asset to the lessee. When the consolidated entities act as lessors of an asset in a finance lease, the sum of the present values of the lease payments receivable from the lessee, plus the guaranteed residual value (which is generally the exercise price of the lessee’s purchase option at the end of the lease term), is recognised as a loan to third parties and is therefore, included under “Loans and receivables” on the consolidated balance sheet based on the substance of the lessee. When the consolidated entities act as lessees, they present the cost of the leased assets in the consolidated balance sheet, based on the substance of the leased asset, and, simultaneously, recognise a liability for the same amount (which is the lower of the fair value of the leased asset and the sum of the present value of the lease payments payable to the lessor plus, if appropriate, the exercise price of the purchase option). The depreciation policy for these assets is consistent with that for property, plant and equipment for the Group’s own use (see Note 2.15.1). 99 In both cases, the financial income and expenses arising under finance lease agreements are credited to “Interest and similar income“ or debited to “Interest and similar expenses”, respectively, in the consolidated income statement, with accrual calculated using the effective interest method in accordance with IAS 39. 2.11. Assets under management Third-party assets managed by the Caixa Catalunya Group are carried off-balance sheet. Commissions generated by this activity are included under “Fee and commission income” in the consolidated income statement. Information regarding the third-party assets under management at 31 December 2008 is disclosed in Note 30.4. 2.12. Mutual funds and pension funds managed by the Caixa Catalunya Group The mutual funds and pension funds managed by the Caixa Catalunya Group are not presented on the face of the Group’s consolidated balance sheet since the related assets are owned by third parties (see Note 30.4). Commissions generated during the year for the various services rendered to these funds, namely depositary and asset management fees, etc., are included under “Fee and commission income” on the consolidated income statement (see Note 36). 2.13. Personnel expenses 2.13.1. Post-employment obligations: pensions, employee benefits and early retirements In accordance with current regulations and collective bargaining agreements, Caixa Catalunya must supplement permanent or severe disability benefits and social security benefits to pensioners, widows and orphans, for all employees hired before a specific date. Certain additional guarantees apply to the entire workforce, regardless of the date on which members joined the staff. On 27 December 2000 a labour agreement was entered into enabling current employees with guaranteed defined benefits to choose either to contribute accruals for past services to a defined contribution pension plan, or to maintain these services under the insurance policy. Contributions to the pre-existing defined contribution system were also increased. Pursuant to the savings banks employee statute, employees who did not expressly opt for the pension plan reserve their right or future right to the supplementary social security system, in addition to those of any other regulation or practice that may be of application. This agreement was effected in 2001 with almost all current staff members opting to transfer to the pension plan (which forms part of the Fondo Caixa Catalunya XV, Fondo de Pensiones – pension fund – managed by the group entity, Ascat Vida, SA, de Seguros y Reaseguros, hereinafter Ascat Vida, SA). For employees opting to join the plan, the previous calculation system for pension commitments was unwound, as were additional guarantees and accruals of past services. The full sum of these commitments was transferred to the pension plan and insurance policies held with the group entity, Ascat Vida, SA. Pursuant to the above agreement and the corresponding restructuring plan, the transfer of funds will take place over ten years, accruing interest at a rate of 4.5%. Current policies were adapted to Royal Decree 1588/1999 on pension obligation externalisation. The Entity recognises pension plan contributions accrued under the above labour agreement as an expense. The insurance policy taken out with employees for pension obligations is recognised under “Provisions for pension and other commitments” on the liability side of the consolidated balance sheet (see Note 23). On 31 December 2004, Caixa Catalunya agreed with its unions to establish a partial retirement scheme for a defined group of employees, setting up a special provision to meet future commitments for wages, salaries and social security contributions, defined pension plan contributions, etc., up to the age of retirement agreed in each case with employees who joined the various programmes contemplated in the above agreement. 2.13.2. Death and disability Caixa Catalunya’s obligations to cover the contingencies of employee death and disability for the period in which they are employed, met by insurance policies taken out with Ascat Vida, SA, are recognised on the consolidated income statement for a sum equal to the increase in the associated mathematical reserve. The amount accrued under these insurance policies in 2008, included under “Personnel expenses” in the consolidated income statement, was 3,969 thousand euros (4,535 thousand euros in 2007). 2.13.3. Termination benefits In accordance with IFRS and Bank of Spain Circular 4/2004, when the Caixa Catalunya Group undertakes to demonstrably terminate its link with its employees before the normal retirement date or to pay compensation as 100 part of an offer to encourage voluntary redundancy, it must recognise a provision for such planned severance payments. Since there is no such commitment, there are no provisions in this connection in the consolidated balance sheet. The Caixa Catalunya Group has agreements in place with its Senior Management to pay specific compensation in the event that their employment contracts are terminated prematurely. At 31 December 2008 the Group had not recognised any provision for this item, given that the triggering event has not taken place. 2.13.4. Credit facilities to employees Under IFRS and Bank of Spain Circular 4/2004, credit facilities made available to employees at below market rates are considered to be monetary benefits. They are calculated as the difference between market rates and those agreed between the group entities and the employee, and are recognised under “Personnel expenses – Wages and salaries”, with a balancing entry under “Interest and similar income” in the consolidated income statement. 2.14. Income tax The expense for Spanish income tax is recognised on the consolidated income statement in accordance with the Spanish General Chart of Accounts enacted by Royal Decree 1514/2007 of 16 November and the implementing standard. The current income tax expense is calculated as the tax payable on taxable income for the year, adjusted for the changes arising during the year in the assets and liabilities recognised as a result of temporary differences, tax credits and allowances, and tax loss carryforwards (see Note 28). The Caixa Catalunya Group considers a temporary difference exists when there is a difference between the carrying amount of an asset and its tax base. The tax base of an asset or liability is taken to be the amount attributed to that asset or liability for tax purposes. A taxable temporary difference is one that will generate a future obligation for the Group to make a payment to the relevant taxation authorities. A deductible temporary difference is one that will generate a future right for the Group to a refund or to make lower payment to the relevant taxation authorities. Tax credits, allowances and loss carryforwards are amounts that, after performance of the activity or obtainment of the profit or loss giving entitlement to them, are not used for tax purposes in the related tax return until the conditions for doing so established in prevailing tax regulations are met, provided that the Group considers it probable that they will be used in future periods. Current tax assets and liabilities are those considered recoverable from or payable to the authorities, respectively, within a term not exceeding twelve months from the date they were recognised. On the other hand, deferred tax assets and liabilities are those considered recoverable from or payable to the authorities, respectively, in subsequent years. Deferred tax liabilities are recognised for all taxable temporary differences. The Caixa Catalunya Group only recognises deferred tax assets arising from deductible temporary differences, tax credits, allowances or loss carryforwards if the following conditions are met: It is considered probable that the Group will obtain sufficient future taxable income to be able to offset them. in the case of deferred tax assets arising from loss carryforwards, the tax losses result from identifiable causes which are unlikely to recur. No deferred tax assets or liabilities are recognised if they arise from the initial recognition of an asset or liability (except in the case of a business combination) that at the time of recognition affects neither accounting profit nor taxable income. Deferred tax assets and liabilities recognised are reassessed at each balance sheet date in order to ascertain whether they still exist, and the appropriate adjustments are made on the basis of the findings of the analyses performed. 101 2.15. Property and equipment 2.15.1. Property, plant and equipment for own use Property, plant and equipment for own use includes assets, either owned or acquired under finance leases, held by the Caixa Catalunya Group for administrative purposes other than those of Community Projects, or for the production or supply of goods, that are expected to be used for more than one period. Among other items, this category includes assets received by the Group as full or partial satisfaction for financial assets representing receivables from third parties, which are intended to be held for continuing use. Property plant and equipment for own use is recognised on the consolidated balance sheet at acquisition cost, adjusted for valuation adjustments in accordance with the first transitional provision of Bank of Spain Circular 4/2004 as indicated in Note 18, less: The corresponding accumulated depreciation. Where applicable, estimated impairment losses resulting from comparing the net value of each item with the corresponding recoverable amount. For this purpose, the acquisition cost of foreclosed property which are included in the property, plant and equipment of the Caixa Catalunya Group for its own use, is the carrying amount of the financial assets settled through foreclosure. Depreciation is calculated using the straight-line method, on the basis of the acquisition cost of the assets less their residual value. As an exception, land is not depreciated since it is considered to have an indefinite life. The annual property, plant and equipment depreciation charge is recognised under “Depreciation and amortisation – Property, plant and equipment” on the consolidated income statement and is calculated basically using the depreciation rates set out below, which are based on the years of estimated useful life of the various assets: Annual (%) Buildings Fixtures Fittings General Equipment Electronic equipment 2% 10 % 6–8% 9 – 12 % 15 – 33 % At each reporting date, the Caixa Catalunya Group analyses whether there are any internal or external indications of impairment (i.e. its carrying amount exceeds its recoverable amount). If this is the case, the carrying amount of the asset is reduced to its recoverable amount and future depreciation charges are adjusted in proportion to the revised carrying amount and to the new remaining useful life, if the useful life has to be reestimated. Any reduction in the carrying amount of property, plant and equipment for own use is recognised with a charge to “Impairment losses (net) – Property, plant and equipment” in the consolidated income statement. Similarly, if there is an indication of a recovery in the value of an item of property, plant and equipment, the Caixa Catalunya Group recognises the reversal of the impairment loss recognised in prior periods also under “Impairment losses (net) – Property, plant and equipment”, adjusting the future depreciation charges accordingly. Under no circumstances may the reversal of an impairment loss on an asset increase its carrying amount above the amount at which it would have been stated if no impairment losses had been recognised in prior years. Upkeep and maintenance expenses on property, plant and equipment for own use are charged against “Other general administrative expenses” on the consolidated income statement in the year in which they are incurred. Property, plant and equipment that requires more that a year to make it available for use is included in the acquisition price or production costs or financial expenses accrued prior to bringing it into use that have been charged by the supplier or correspond to loans or other third-party financing directly attributable to acquisition, production or construction. Capitalisation of these financial expenses is suspended during the years in which development of the asset is interrupted and finishes when all the activities required to bring the asset to the condition necessary for it to be capable of operating are substantially completed. 2.15.2. Investment properties “Investment properties” on the consolidated balance sheet include the net carrying amount of land, buildings and other structures held for rental purposes or in order to obtain capital gains in the event of sale, through potential increases in their market value. 102 The criteria used to determine the acquisition cost of investment properties, the corresponding depreciation rates, estimated useful life, and potential impairment losses are the same as those described above for property, plant and equipment for own use (see Note 2.15.1). 2.15.3. Other assets under operating lease “Other assets under operating lease” on the consolidated balance sheet include the net carrying amount of property, plant and equipment other than land and property held under operating leases. The criteria used to determine the acquisition cost of leased assets, the corresponding depreciation rates, estimated useful life, and potential impairment losses are the same as those described above for property, plant and equipment for own use (see Note 2.15.1). 2.15.4. Assigned to Community Projects The “Property, plant and equipment – Assigned to Community Projects” caption of the balance sheet reflects the net carrying amount of the property, plant and equipment assigned to Caixa Catalunya’s Community Projects. The criteria used to ascertain the acquisition cost of assets assigned to Community Projects, the corresponding depreciation charges, estimates useful life and potential impairment losses are the same as those for property, plant and equipment for own use (see Note 2.15.1), with the sole exception that the corresponding depreciation charges or impairment losses, or recovery thereof as warranted, are not charged/credited to the consolidated income statement, but are rather recognised under “Community Projects” on the consolidated balance sheet. 2.16. Intangible assets Intangible assets are identifiable non-monetary assets without physical substance which arise as a result of a legal transaction or which are developed internally by the Caixa Catalunya Group. However, only intangible assets whose cost can be estimated objectively and from which it is considered probable that future economic benefits will be generated are recognised. Intangible assets are recognised initially at acquisition or production cost and are subsequently measured at cost, less any accumulated amortisation and any accumulated impairment losses. All of the Caixa Catalunya Group’s intangible assets currently have a finite useful life and any impairment loss in their carrying amount is recognised under “Impairment losses on other assets – Goodwill and other intangible assets” in the consolidated income statement. The criteria for recognising impairment losses on these assets and, where applicable, recovery of losses recognised in previous years, are similar to those used for property, plant and equipment for own use (see Note 2.15.1). 2.16.1. Goodwill Positive differences between the cost of investments in consolidated entities and entities accounted for using the equity method and their acquired carrying amount, adjusted on first-time consolidation, are recognised as follows: 1. If the excess can be assigned to specific assets of the entities acquired, by increasing the value of the assets (or reducing the value of the liabilities), the fair values of which were higher (lower) than the carrying amounts at which they had been recognised in the acquired entities’ balance sheets. 2. Where differences can be assigned to specific intangible assets, they are explicitly recognised on the consolidated balance sheet provided their fair value at the acquisition date can be measured reliably. 3. The remaining surplus is recognised as goodwill and assigned to one or more specific cashgenerating units. Goodwill is only recognised when it has been acquired for consideration and accordingly represents advance payments made by the acquirer for future economic benefits generated by the assets of the acquiree that are not individually and separately identifiable and recognisable. Goodwill acquired on or after 1 January 2004 is measured at acquisition cost, whereas that acquired earlier is recognised at the carrying amount at 31 December 2003, calculated in accordance with the standards applied previously by the Group (Bank of Spain Circular 4/1991, June 14). In both cases, at the end of each reporting period, any goodwill is reviewed for impairment (i.e. a reduction in its recoverable amount to below its carrying 103 amount). Any impairment is written down with a charge to “Impairment losses of other assets – Goodwill and other intangible assets” in the consolidated income statement. Goodwill impairment cannot be subsequently reversed. 2.16.2. Negative goodwill Negative differences between the cost of investments in consolidated entities and entities accounted for using the equity method and their acquired carrying amount, adjusted on first-time consolidation, are recognised as follows: If the negative goodwill is attributable to specific assets and liabilities of the entities acquired, increasing the value of the liabilities (or reducing the value of the assets) whose fair values were higher (lower) than the carrying amounts at which they had been recognised in the acquired entities’ consolidated balance sheets. Remaining amounts are recognised under “Other gains” on the consolidated income statement for the year that the acquisition of the investment in the consolidated entity took place or the consolidated entity was consolidated using the equity method. 2.16.3. Other intangible assets Intangible assets other than goodwill are recorded on the consolidated balance sheet at their acquisition or production cost, net of their accumulated amortisation and any possible impairment losses. The maximum amortisation period is six years and write-downs are recognised where necessary. 2.17. Inventories This caption included under “Other assets” on the consolidated balance sheet includes non-financial assets that consolidated entities: hold for sale in the ordinary course of their business, hold in the process of production, construction or development for such sale, or plan to consume in the process of production or provision of services. Inventories therefore include the land and properties other than investment properties held for sale or for inclusion in a property development. Inventories are measured at the lower of cost, which includes all disbursements for acquisition and transformation and the direct and indirect costs incurred to bring them to their present condition and location, and their “net realisable value”. Net realisable value is defined as the estimated selling price of inventories in the ordinary course of business, less estimated production costs and costs to sell. Any write-downs of inventories to net realisable value and any subsequent reversals of write-downs below the carrying amount are recognised under “Impairment losses on other assets – Other assets” on the consolidated income statement for the year in which the write-down or reversal occurs. The carrying amount of inventories is derecognised and recognised as an expense on the consolidated income statement under “Cost of sales” when the sale relates to activities that form part of the Caixa Catalunya Group’s ordinary activity, or under “Other operating expenses” in all other cases, in the period in which the sales proceeds are recognised. 2.18. Insurance transactions In accordance with generally accepted accounting principles in the insurance sector, consolidated insurance entities recognise premiums written as income and charge claims against their income statement when the claims are finally settled. This means that, at each balance sheet date, they have to accrue all amounts credited to their income statements but unearned and all costs incurred but not recognised on the income statement. The most significant accruals by consolidated entities on insurance directly written by them are recognised under the following technical provisions: Unearned premiums: provision reflecting the premium charged in a year that is attributable to future years, less transfers to the equalisation reserve. 104 Unexpired risks: these supplement the unearned premium provision if this is thought to be inadequate to cover the valuation of the risks and expenses for the unexpired period of the cover at the closing date. Claims: this provision reflects the estimated value of obligations on past claims outstanding at year end, including claims pending settlement or payment and undeclared claims, after deducting any prepayments and adjusting for internal and external costs of claim handling, as well as any additional provisions that may be necessary to cover discrepancies in the valuation of claims that take a long time to settle. Life insurance: in life insurance where the period of coverage is a year or less, the unearned premium provision reflects premiums paid in the year attributable to future years. Where this is insufficient, an additional provision for unexpired risks is calculated reflecting the valuation of risks and expenses forecast for the future period at the balance sheet date. In life insurance where the coverage period is longer than a year, the mathematical provision is calculated as the difference between the present actuarial value of future obligations of consolidated entities active in the sector and those of the policyholder or insured party. The basis for the calculation is taken as the inventory premium (premium plus handling charge) accrued over the year. Life insurance when the investment risk is borne by the policyholders: this provision is determined on the basis of the measurement of the assets specifically related to the contract. Share in profits: this provision covers the share of profits accruing to policyholders, insured parties or beneficiaries of insurance policies and the share of premiums to be repaid to policyholders or insured parties as a result of factors affecting the insured risk, where these have not been individually assigned. Technical provisions for accepted reinsurance are calculated using similar criteria to those applied to direct insurance, generally based on information provided by the ceding insurer. Technical provisions on insurance and accepted reinsurance are recognised on the consolidated balance sheet under “Liabilities under insurance contracts” (see Note 22). Technical provisions for ceded reinsurance are calculated by applying the same criteria as for direct insurance to the reinsurance contracts taken out and are shown on the consolidated balance sheet under “Reinsurance assets” (see Note 17). In accordance with IFRS 4, the Caixa Catalunya Group has carried out a liability sufficiency test on its insurance contract liabilities. In line with this procedure, the Group has concluded that the liabilities recognised are sufficient on the date of preparation of the annual accounts to meet future contractual obligations. 2.19. Provisions and contingent liabilities The consolidated annual accounts distinguish between: Provisions: amounts covering present obligations at the date of the balance sheet arising from past events which could give rise to a loss for the Caixa Catalunya Group, considered likely to occur and certain in terms of substance but uncertain in terms of its amount and/or timing. Contingent liabilities: possible obligations that arise from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more future events beyond the control of the Caixa Catalunya Group. The consolidated annual accounts include all the material provisions with respect to which it is considered more likely than not that the obligation will have to be settled. Contingent liabilities are not recognised in the consolidated annual accounts and disclosure is only provided pursuant to the requirements of Bank of Spain Circular 4/2004 (see Note 30.1). Provisions are estimated taking into account the best available information on the consequences of the event generating them and are recalculated at the end of each financial year. They are used to meet the specific obligations for which they were originally recognised and are totally or partially reversed when the aforementioned obligations cease to exist or diminish. The provisions deemed necessary based on the above criteria are recognised by debiting or crediting the “Provisions (net)” caption of the consolidated income statement. 105 Provisions are classified on the basis of the obligations covered: Provision for pensions and similar obligations: includes all provisions covering post-employment benefits, including commitments made to employees in early retirement and similar obligations (see Note 2.13). Provisions for taxes: includes provisions made to cover tax contingencies. Provisions for risks and contingent liabilities: includes provisions made to cover contingent risks, which are understood to be transactions in which the Group guarantees third-party obligations arising from financial guarantees extended or other types of contract, and contingent liabilities, taken to be irrevocable commitments that could lead to the recognition of financial assets. Provisions for litigation and similar items. Other provisions: Includes all remaining provisions made by the Caixa Catalunya Group. At the 2008 year end, certain lawsuits and claims against the Caixa Catalunya Group were in progress arising from the ordinary course of their operations. The Group’s legal advisers and Directors consider that the outcome of such lawsuits and claims will not have a material effect on the consolidated financial statements for the years in which they are settled. 2.20. Consolidated statement of changes in equity Bank of Spain Circular 4/2004 establishes that certain assets and liabilities must be recognised with a balancing entry under equity. These balancing entries or “Valuation adjustments” are included under the Group’s equity, net of tax effects. This information is subsequently disclosed in two financial statements: the statement of recognised income and expenses and the statement of total changes in equity. These statements present the changes in this caption arising during the year, plus the gains or losses arising during the year and, where appropriate, the adjustments made due to changes in accounting principles or errors in prior years. Consolidated statement of recognised income and expenses This part of the statement of changes in equity presents income and expenses recognised by the Group as a result of its activity during the year, distinguishing between those items recognised through profit and loss on the consolidated income statement for the year, and the other income and expenses which, in accordance with prevailing accounting standards, are recognised directly in equity. This financial statement therefore presents: The profit or loss for the year. Net income and expenses temporarily recognised as valuation adjustments in equity. Net income and expenses definitively recognised in equity. Income tax accrued on the above-mentioned items, with the exception of valuation adjustments resulting from investments in associates or jointly-controlled entities accounted for using the equity method which are presented net. Total recognised income and expenses. Changes in recognised income and expenses recognised in equity as valuation adjustments are broken down as: Valuation gains/(losses): income, net of expenses incurred during the year, recognised directly in equity. Amounts recognised under this caption during the year are retained in this caption, even if they are transferred to profit and loss, at the initial value of other assets or liabilities, or are reclassified to another caption. Amounts transferred to profit and loss: consisting of valuation gains and losses previously recognised in equity, even in the same year, which are taken to profit and loss. Amount transferred to the initial carrying amount of hedged items: comprising the valuation gains and losses previously recognised in equity, even in the same year, which are recognised at the initial carrying amount of the assets and liabilities as a result of cash flow hedges. 106 Other reclassifications: consisting of transfers made during the year between valuation adjustments in accordance with criteria established by prevailing accounting standards. These items are presented gross and the corresponding tax effect is recognised under “Income tax” in this statement. Of the 2008 profit for the year of 185,200 thousand euros, 636,513 thousand euros is deducted and transferred to “Valuation adjustments” in equity. This amount mainly corresponds to the sale of Abertis, SA (see Note 11) and the part of the revaluation of the derivatives forming the cash flow macro-hedge which offset the hedged flows accrued during the year. On the other hand, the increase in the fair value of items recognised directly in equity led to a downwards adjustment of 170,699 thousand euros, net of the related tax effect, specifically in relation to the fair value of the entities classified as held for sale and the fair value of cash flow hedges. Published profit for the year is reduced by a further 14,890 thousand euros due to exchange differences on non-monetary items. Accordingly, total 2008 income and expenses amounted to 636,902 thousand euros. Consolidated statement of total changes in equity This part of the consolidated statement of changes in equity presents all changes in equity, including those due to changes in accounting principles and correct of errors. This statement therefore presents a reconciliation of the opening carrying amount of all items comprising equity to the closing carrying amount, grouping movements in the following items according to their substance: Adjustments due to changes in accounting principles and correction of errors: includes changes in equity due to the retroactive adjustment to financial statement balances because of changes in accounting principles or to correct errors. Recognised income and expenses: comprises an aggregate of all the aforementioned items recognised in the statement of recognised income and expenses. Other changes in equity: includes the remaining items recognised in equity such as capital increases or decreases, distribution of results, own securities transactions, equity-based payments, transfers between equity items, and any other increase or decrease in equity. 2.21. Consolidated cash flow statements The following terms are used in the consolidated cash flow statements: Cash flows: inflows and outflows of cash and cash equivalents, which are short-term, highly liquid investments that are subject to an insignificant risk of changes in value. Operating activities: the typical activities of the Caixa Catalunya Group and other activities that are not investing or financing activities. Investing activities: the acquisition, sale or placement by other means of long-term assets and other investments not included in cash and cash equivalents. Financing activities: activities that result in changes in the size and composition of consolidated equity and liabilities that are not operating activities. 2.22. Non-current assets held for sale and related liabilities “Non-current assets held for sale” on the consolidated balance sheet includes the carrying amount of items – individual items, disposal groups or items forming part of a business unit earmarked for disposal ("discontinued operations") – the sale of which in their present condition is highly likely to be completed within one year from the date of the consolidated annual accounts. Investments in associates or jointly-controlled entities that meet the requirements set forth in the paragraph above are also considered as non-current assets held for sale. Therefore, the recovery of the carrying amount of these items, which can be financial or non-financial, is likely to be realised through the sale transaction and not through continuing use. In particular, real estate assets or other non-current assets foreclosed by the Caixa Catalunya Group in full or partial satisfaction of payment obligations are classified as non-current assets held for sale, unless the consolidated entities have opted to keep them in use. 107 Similarly, “Liabilities associated with non-current assets held for sale” includes the liabilities associated with the disposal groups or discontinued operations of the Caixa Catalunya Group. Generally, assets classified as non-current assets held for sale are measured at the lower of their carrying amount at the time they are so classified and their fair value less estimated costs to sell. While depreciable property, plant and equipment and amortisable intangible assets remain in this category, they are not depreciated or amortised. If the carrying amount exceeds the fair value of the assets, net of costs to sell, the carrying amount is adjusted by the excess with a charge to “Impairment losses (net) – Non-current assets held for sale” in the consolidated income statement. If their fair value is subsequently recovered, the impairment losses previously recognised are reversed, increasing the carrying amount of the assets up to the limit prior to impairment, recognising a balancing entry under “impairment losses (net) - Non-current assets held for sale” in the consolidated income statement. 2.23. Community Projects The Community Projects Fund is recognised under “Community Projects Fund” in the consolidated balance sheet. Transfers to this fund are treated as distribution of the Caixa Catalunya Group’s profit. The expenses generated by Community Projects are charged to the Community Projects Fund balance sheet caption and are not recognised in the consolidated income statement. The property, plant and equipment and liabilities assigned to Community Projects are recognised in separate, specific captions of the consolidated balance sheet. Community Projects realised through activities of the Caixa Catalunya Group are recognised by deducting the corresponding amounts from the Community Projects Fund and simultaneously crediting them to the income statement in accordance with normal market conditions for this type of activity. 3. Risk management The entities making up the Caixa Catalunya Group manage their specific risks individually. Given its importance to the Group, there now follows an explanation of the management of Caixa Catalunya’s own risks. 3.1. Liquidity risk Caixa Catalunya manages the liquidity risk inherent to its activity and financial instruments to ensure that it has sufficient liquidity at all times to meet the payment commitments assumed to settle its liabilities on their respective maturity dates without compromising Caixa Catalunya’s capacity to take advantage of strategic market opportunities quickly. The entity manages liquidity risk from a dual perspective: operating liquidity, managed by the short-term unit of the Treasury and Capital Markets Division, and structural liquidity, managed by the entity’s Management through the Assets and Liabilities Committee. Structural liquidity, in particular meeting the entity’s financing needs, is managed by issue programs which guarantee liquidity over the various time horizons and keep short-term market dependence at acceptable volume levels, minimising the risks involved in daily liquidity management. In order to cover possible liquidity issues, the Caixa Catalunya Group has deposited several guarantees with the European Central Bank, providing it with additional liquidity of 3,117,457 thousand euros at 31 December 2008. In light of the exception circumstances in the international financial markets, primarily during the second half of 2008, European governments committed to implement the measures required to resolve the problems with bank credit and their impacts on the general economy in order to ensure the stability of the international financial system. The main objectives of these measures were: to ensure financial entities had sufficient liquidity to be able to operate; to facilitate access to financing from financing entities; to establish if required, mechanisms that permit additional capital to be provided to financial entities to ensure the economy can continue to operate; to guarantee that accounting standards are sufficiently flexible so that the exception circumstances in the markets can be taken into account; and to strengthen and improve coordination mechanisms between European states. In this context, during the last quarter of 2008, Spain approved the following measures: 108 Royal Decree-Law 6/2008 of 10 October creating the Fund for the Acquisition of Financial Assets (hereinafter FAFA) and the Order of the Ministry of the Treasury EHA/3118/2008 of 31 October which implements this royal decree. The purpose of the FAFA, to which the Ministry of the Treasury is adhered and which has an initial limit of 30 thousand million euros that can be increased to 50 thousand million euros, is to acquire at a cost to the Treasury and under market conditions, through auctions, financial instruments issued by Spanish credit institutions and asset securitisation funds received in the form of loans by individuals, entities and non-financial entities. Royal Decree-Law 7/2008 of 13 October on Urgent Economic Measures in relation to the Joint Action Plan for Eurozone countries and the Order of the Ministry of the Treasury EHA/3364/2008 of 21 November, which implements Article 1 of this royal decree and establishes the following measures: The emission of guarantees by the State securing issues of promissory notes, bonds and debentures by credit entities resident in Spain since 14 October 2008 which fulfil the following requirements: they are individual transactions or form part of issue programs; they are not subordinated debt or debt secured through other types of guarantee; they are issued for trading on official secondary markets in Spain; they have a maturity of between three months and three years, although this term can be extended to five years on presenting a report from the Bank of Spain; the interest rate is fixed or floating, with special requirements established for floating-rate issues; repayment must be in a single instalment; and issues cannot include options or other financial instruments and have to be for a nominal amount of no less that 10 million euros. Guarantees will be issued until 31 December 2009 and the total maximum amount of guarantees to be issued during 2008 is 100,000 million euros. Exceptional authorisation until 31 December 2009 for the Ministry of the Treasury to acquire securities comprising preference shares and participating shares, issued by requesting credit entities resident in Spain that need to redress their equity. The Caixa Catalunya s Directors consider that the measures described above will result in a suitable environment in which to conduct operations during 2009 and will avoid any problem with liquidity or profitability for the Entity. During 2008, Caixa Catalunya attended the public auction of the FAFA and was awarded 345,979 thousand euros by the Treasury. The following table offers a breakdown by maturity of the balances of specific captions of the balance sheet at 31 December 2008 and 31 December 2007, in a scenario of normal market conditions: 109 Thousands of euros ASSETS Cash and balances with central banks Financial assets held for trading Other financial assets at fair value through profit and loss Demand deposits From 1 to Up to 1 month 3 months From 3 to 12 months From 1 to 5 years Over 5 years Without maturity Total 1,789,340 - 5,630 11,457 190,527 51,682 9,251 - 1,789,340 268,547 - - - - - 56,319 - 56,319 Available-for-sale financial assets Loans and receivables Due from banks Customer loans Held-to-maturity investments - - - - 182,416 214,937 30,988 428,341 395,043 1,788,910 30 47,449 877,439 52,913 1,920 1,419,261 20,626 19,012 3,490,234 328,071 4,567 7,523,875 535,505 12,362 37,283,939 1,378,773 36,007 408,187 - 516,360 52,791,845 2,315,918 Total at 31 December 2008 3,973,323 983,431 1,453,264 4,027,844 8,298,045 38,955,581 475,182 58,166,670 Total at 31 December 2007 2,244,836 3,496,170 2,709,645 4,685,020 10,206,332 37,740,730 118,165 61,200,898 LIABILITIES Financial liabilities at amortised cost Central bank deposits and deposits from banks Customer deposits 302,914 3,437,998 687,995 2,594,546 1,009,976 666,844 - 8,700,273 10,934,165 1,754,734 2,774,452 8,996,892 2,982,155 4,400,356 - 31,842,754 Marketable debt securities Subordinated debt Other financial liabilities - 925,111 1,094,250 2,003,430 5,380,669 3,935,931 - 13,339,391 - - - - 90,152 - 999,999 - 570,151 - 1,660,302 - Total at 31 December 2008 11,237,079 6,117,843 4,556,697 13,594,868 9,462,952 10,003,130 570,151 55,542,720 Total at 31 December 2007 12,436,799 8,542,866 7,105,305 10,431,516 8,685,396 10,924,154 570,151 58,696,187 Assets less liabilities at 31 December 2008 (7,263,756) (5,134,412) (3,103,433) (9,567,024) (1,164,907) 28,952,451 (94,969) 2,623,950 Assets less liabilities at 31 December 2007 (10,191,963) (5,046,696) (4,395,660) (5,746,496) 1,520,936 26,816,576 (451,986) 2,504,711 3.2. Credit risk Caixa Catalunya has adapted its structure to ensure effective integrated management of the risks regulated in the New Basel Capital Accord, particularly credit, market and operational risks. Along these lines, it is developing and introducing advanced methods for the measurement of these three types of risk. The ultimate aim is to ascertain Caixa Catalunya s real exposure profile for these types of risk, once it has passed the demanding validation process established by the Bank of Spain. Credit risk represents the losses that Caixa Catalunya would assume if a customer or counterparty were to breach their contractual payment obligations. This risk is inherent to the traditional banking products of the entities (loans, advances, financial guarantees granted, etc.), and to any other type of financial asset (fixed-rate securities, derivatives, etc.). Credit risk affects financial assets that are recognised at amortised cost in the financial statements as well as assets carried at fair value. Caixa Catalunya applies the same credit risk control procedures and policies to both, regardless of the accounting criteria used to recognise these financial assets in the consolidated financial statements. Caixa Catalunya s credit control risk policies, methods and procedures are approved by the Board of Directors. Caixa Catalunya s Control Committee and Internal Audit Department are responsible for guaranteeing adequate compliance with the aforementioned risk control policies, methods and procedures, and for ensuring that they are sufficient, implemented effectively and revised on a regular basis. The credit risk control activities of Caixa Catalunya are carried out by its Risks Division, which reports directly to Control Management. This unit is responsible for putting into practice the policies, methods and procedures for 110 credit risk control approved by the Board of Directors. The unit also conducts control of counterparty risk by establishing, among other items, the credit quality parameters to assign to operations performed by Caixa Catalunya, and credit risk hedging needs, in accordance with its internal policies and applicable regulations. The Risks Division is also responsible for applying Caixa Catalunya s risk concentration limits, which are approved by the Board of Directors. Caixa Catalunya has policies and procedures in place to manage the concentration of credit risk by individual counterparties and by groups of companies. Caixa Catalunya manages risk concentration limits by taking into account factors such as counterparty activities, their geographical location and other economic characteristics they have in common. With the exception of risks held with domestic economies in Spain with mortgage security (21,749,622 thousand euros and 21,442,196 thousand euros at 31 December 2008 and 2007, respectively) and consumer loans (2,011,818 thousand euros and 2,079,526 thousand euros at 31 December 2008 and 2007, respectively) Caixa Catalunya does not have any significant risk concentrations. The average non-performing loan ratios in these two risk groups over the last five years were 1.66% and 2.62%, respectively. Caixa Catalunya also has scoring models for private individuals and rating models for all corporate segments which take into account the various transaction and debtor characteristics. These models are based on past experience and best market practices, and are used to segregate the transactions that can be assumed by Caixa Catalunya from those that cannot, due to their credit risk. The segregation criteria applicable under this system are approved by Caixa Catalunya s Governing Bodies, which have set up review procedures to ensure that this system is always up to date. Caixa Catalunya internally classifies its financial assets subject to credit risk based on transaction characteristics. Among other factors, it takes into account the counterparties with which the transactions and associated guarantees are contracted. The table below indicates the change in Caixa Catalunya s impaired financial assets in 2008 and 2007, which have been derecognised because the likelihood of recovery is considered remote, although the entity has not terminated actions to recover the amounts due: 2008 Thousands of euros Balances of financial assets the recovery of which is considered remote at 1 January 406,058 258,044 38,336 30,229 8,107 - 159,080 136,807 7,660 14,613 (22,215) (13,566) (1,899) (6,750) (10,984) (9,610) (589) (785) 221 (82) Additions Charged to impairment losses Past due and uncollected Other concepts1 Reductions Cash recovery of principal Cash recovery of past due and uncollected products Forgiveness Net variation for exchange differences Balances of financial assets the recovery of which is considered remote at 31 December 1 2007 422,400 406,058 This balance arises as a result of the consolidation of Leasing Catalunya E.F.C, SA, and Factorcat E.F.C, SA at 1 June, 2007. To reduce the credit risk inherent to derivative trading, a collateral management system was introduced in 2004. A collateral agreement between two entities secures outstanding debts between the two parties by setting up a series of guarantees or issuing certain assets for the creditor counterparty. The carrying value represents the maximum limit of exposure to credit risk. However, in respect of the trading portfolio, there are collateral agreements and credit derivatives to reduce this. The main aims of the collateral management system are to: Reduce economic and regulatory capital consumption in derivative transactions. Increase counterparty transactions by reducing credit line consumption. Create access to longer term derivative transactions. 111 Create scope to offer better prices on transactions backed by a collateral guarantee. Increase protection in the event of potential defaults. 3.3. Market risk 3.3.1. Interest rate risk Interest rate risk arises when changes in the structure of the market interest rate curve affect rate-sensitive balance sheet assets and liabilities, affecting their economic value and associated interest margin. The analysis, measurement and control of the interest rate risk assumed by Caixa Catalunya entails sensitivity and scenario analysis and establish the limits required to avoid exposure to risk levels that could have a material impact on Caixa Catalunya. These analysis techniques and procedures are revised as required to ensure their correct function. Moreover, all individual transactions material to Caixa Catalunya are analysed both individually and globally together with the rest of Caixa Catalunya s transactions, in order to ensure control of interest rate risk and other market risks to which Caixa Catalunya is exposed as a result of their issue or purchase. The Assets and Liabilities Committee manages and monitors balance sheet interest rate risk in Caixa Catalunya. This committee is in charge of implementing procedures to ensure compliance at all times with the interest rate risk control and management policies established by the Board of Directors. The purpose of these policies is to limit interest rate risk as far as possible and achieve balanced returns. Hedging is used for the individual and global management of interest rate risk for all significant financial instruments that could generate exposure to significant interest rate risk. In practice, hedging involves the complete reduction of this type of risk (see Note 13). The table below reveals Caixa Catalunya s exposure to interest rate risk at 31 December 2008 and 2007, and indicates the carrying value of the financial assets and liabilities affected by this risk, classified by their estimated term until revision of the interest rate (in transactions where the rate is reset periodically in line with the contractual terms) or maturity (in fixed-rate transactions): At 31 December 2008 Thousands of euros Up to 1 month From 1 to 3 months From 3 months to 1 year From 1 to 2 years From 2 to 3 years From 3 to 4 years From 4 to 5 years Over 5 years Total Financial assets Due from banks and central banks Fixed rate Floating rate 2,298,900 - - 6,800 - - - - - - 2,305,700 - Debt securities Fixed rate Floating rate 5,700 2,146,425 11,500 613,500 190,500 - 4,100 - 5,600 - 200 - 29,700 - 61,900 - 309,200 2,759,925 Customer loans Fixed rate Floating rate 301,600 6,900,400 117,200 7,825,200 354,200 36,762,945 107,100 26,600 51,400 51,700 48,300 31,100 32,800 37,000 74,000 70,300 1,086,600 51,705,245 11,653,025 8,567,400 37,314,445 137,800 108,700 79,600 99,500 206,200 58,166,670 2,334,100 - 2,759,900 - 2,705,573 - 459,300 - 213,100 - 122,900 - 105,400 - - 8,700,273 - 8,062,354 5,142,300 3,393,700 - 8,622,200 - 2,734,700 - 1,836,500 - 659,500 - 467,000 - 924,500 - 26,700,454 5,142,300 11,684,691 - 969,300 - 685,400 - - - - - - 13,339,391 - 90,102 27,313,547 480,000 500,000 8,102,900 90,200 500,000 12,603,373 3,194,000 2,049,600 782,400 572,400 - 660,302 1,000,000 55,542,720 Total Financial liabilities Central bank deposits and deposits from banks Fixed rate Floating rate Customer deposits Fixed rate Floating rate Debt securities Fixed rate Floating rate Subordinated debt Fixed rate Floating rate Total 112 924,500 At 31 December 2007 Thousands of euros Up to 1 month From 1 to 3 months From 3 months to 1 year From 1 to 2 years From 2 to 3 years From 3 to 4 years From 4 to 5 years Over 5 years Total Financial assets Due from banks and central banks Fixed rate Floating rate 3,695,083 - 887,900 - 708,500 - - - - - - 5,291,483 - Debt securities Fixed rate Floating rate 8,300 1,253,900 38,200 1,832,383 416,500 - 20,000 - 55,100 - 53,000 - 80,100 - 717,200 - 1,388,400 3,086,283 Customer loans Fixed rate Floating rate 370,600 7,436,000 416,900 10,745,500 639,200 30,807,032 299,300 55,000 191,300 13,300 113,900 50,800 59,800 37,800 90,400 107,900 2,181,400 49,253,332 12,763,883 13,920,883 32,571,232 374,300 259,700 217,700 177,700 915,500 61,200,898 Financial liabilities Central bank deposits and deposits from banks Fixed rate Floating rate 3,456,864 - 3,514,200 - 2,144,345 - 555,300 - 98,600 - 102,700 - 81,800 - 50,000 - 10,003,809 - Customer deposits Fixed rate Floating rate 9,473,848 5,782,600 3,079,000 - 7,383,500 - 2,581,300 - 2,029,500 - 668,900 - 498,200 - 991,300 - 26,705,548 5,782,600 11,951,328 - 971,700 - 1,896,500 - 14,400 - - - - - 14,833,928 - 570,102 120,000 390,000 90,200 200,000 - - - - - 660,302 710,000 31,354,742 7,954,900 11,714,545 3,151,000 2,128,100 771,600 580,000 1,041,300 58,696,187 Total Debt securities Fixed rate Floating rate Subordinated debt Fixed rate Floating rate Total In terms of Caixa Catalunya’s exposure to structural interest rate risk (excluding the portion that corresponds to the Treasury Division), it is estimated that a one hundred basis point variation in Euribor would have an effect in the same direction on the equity of Caixa Catalunya of 72,344 thousand euros at 31 December 2008 (93,377 thousand euros at 31 December 2007) and a variation in the opposite direction in the income statement of 15,354 thousand euros (25,517 thousand euros at 31 December 2007). 3.3.2 Hedges against portfolio interest rate risk A hedge is a financial tool through which one or more financial instruments, called hedging instruments, are designated to hedge a specific, identifiable risk that could impact on the income statement as a result of variations in the fair value or cash flows of one or more specific items, called hedged items. To hedge interest rate risk, Caixa Catalunya holds the following hedges, applying the criteria established for each type (see Note 2.3): Micro-hedge against fair value interest rate risk: in these accounting hedges, the hedged item and hedging instrument are clearly identified; the hedged item may be an asset or a liability. They are characterised for hedging the option risk components inherent in certain assets and liabilities with the purpose of hedging against changes in market interest rates. The hedging instruments most commonly used are caps, floors and interest rate swaps, which swap exotic coupons (identical to the cost of the liability hedged) for floating coupons. At 31 December 2008 and 2007, for accounting and management control purposes, Caixa Catalunya has two different macro-hedges against interest rate risk on financial instrument portfolios: 113 Macro-hedge against cash flow interest rate risk: the management objective underlying this accounting hedge is to reduce the volatility of the interest margin in the event of interest rate fluctuations within a one-year time horizon. Therefore, this macro-hedge covers future cash flows on the basis of the net exposure of a portfolio comprising a group of highly probable assets and liabilities with exposures similar to interest rate risk exposure. The hedging instruments currently used for this purpose are interest rate swaps. The table below breaks down the cash flows hedged by macro-hedges by estimated timing: Thousands of euros Up to 1 month From 1 to 3 months From 3 to 6 months From 6 months to 1 year Over 1 year Total 2008 2007 661,032 10,698,140 24,229,582 4,999,255 18,560,184 28,959,007 10,312,188 (4,022,578) 12,638,627 (4,408,821) 41,878,364 60,748,252 Macro-hedge against fair value interest rate risk: the management objective underlying this accounting hedge is to preserve the economic value of the assets and liabilities hedged. The hedging instruments used for this purpose are interest rate swaps and any other financial instrument that may help mitigate interest rate risk. Caixa Catalunya analyses the effectiveness of the transactions hedging fair value interest rate risk for a specific amount of financial assets from the beginning of the hedge transaction and during the periods in which it is classified as such. The Dollar Offset method is used to measure the efficiency of hedges, which calculates the ratio between the change in the market value of the hedged item and the change in the market value of the hedge instrument over a specific period, for example one year. If this ratio is between 80% and 125%, the hedge is considered to be effective. 3.4. Other market risks 3.4.1. Exchange rate risk Exchange rate risk management is the task of the Treasury and Capital Markets Division, which incorporates and manages all exchange rate positions generated within the branch network, in addition to managing trading activity. The defined procedure for aggregating the exchange rate position requires the daily transfer of all transactions carried out in the network to a single position in the Treasury and Market Capitals division, which is consolidated with the position generated by the division itself. The currency position is defined by all transactions involving currency trading: spots, outrights, currency swaps, currency options and currency futures. The open position is the rest of the accumulation of cash flows in each currency, generated by each of the related instruments. The exchange position is affected by the exchange risk limit approved by the Board of Directors, which sets a maximum daily limit on the open position and which the Risks Division communicates to the Treasury and Market Capitals Division so that all units generating exchange risk know the available limits they can assume. 3.4.2. Other price risks Price risk is affected by equity and commodity trading positions. A daily control is set up for this type of risk, which is communicated by the Risks Division to the Treasury and Market Capitals Division together with the positions assumed in its trading activity. The Board of Directors also establishes a daily limit for price risk, for both equity trading and commodities, which is controlled on a daily basis by the Risks Division. The volume of all traded instruments with equities and commodities as underlyings (futures, options and equity swaps) is included in the price risk position. In addition to setting a price risk limit for the maximum position, the daily control procedure also calculates market risk using Value-at-Risk (VaR) to measure the risk specific to equity and commodities positions within the global position comprising market risk. This generates a VaR figure for different risk factors, including VaR for price risk, which determines the likely maximum loss due to price variations that the trading activity could incur employing a one-day time horizon and a statistical confidence level of 99% for equity and commodity activities. The results in 2008 were as follows: maximum 1,114 thousand euros and an average value of 490 thousand euros. 114 For accounting purposes, Caixa Catalunya holds fair value micro-hedges to hedge against price risk, following applicable accounting criteria for these instruments (See Note 2.3). These instruments primarily hedge customer deposits. In these accounting hedges, the hedged item and hedging instrument are clearly defined and the objective is to hedge against variations in the fair value of derivatives embedded in hybrid financial instruments triggered by changes in equity prices. The hedging instrument used is a market transaction that is identical to the derivative embedded in the financial instruments in question. 3.5. Operational risk Operational risk is taken to mean the probability of losses due to human error or inefficiency, process or system errors or external factors. Operational risk management is strategic at Caixa Catalunya as it directly affects value creation through earnings and indirectly affects the Entity’s reputation and the confidence placed in it by social agents, regulators, customers and the general public. In 2004, Caixa Catalunya implemented a global operational risk management model using advanced tools and methodologies to promote the comprehension, prevention and mitigation of operating losses and reduce the Entity’s overall risk profile. This model is currently being validated by the Bank of Spain. The management model comprises a series of actions aimed at systematising the identification, assessment, monitoring, measuring and mitigation of risk across the entire organisation, with the support of specialised tools and methodologies, in the framework of global risk management. 3.6. Capital management Capital management within the Group can be carried out at regulatory and economic levels. At the regulatory level, capital management is based on analysing the capital base and solvency ratios (core capital, TIER, etc.) according to criteria set by the Bank for International Settlements (BIS) and the Bank of Spain. The aim is to make the capital structure as cost efficient as possible and comply with the requirements of the regulators, rating agencies and investments. Active capital management includes securitisations, asset disposals, capital and hybrid issues (preference shares and subordinated debt). Capital management from an economic point of view aims to maximise value creation for the Group and its business units. In order to correctly manage capital, the Group must draw up budgets and assess its future requirements, anticipating different moments in the cycle. Both regulatory and economic capital projections are based on budget information (balance sheet, income statement, etc.) and macroeconomic scenarios. Based on these estimates the necessary measures needed to obtain capital targets (issues, securitisations, etc.) can be planned. Bank of Spain Circular 3/2008 of 22 May to credit entities on determination and control of minimum capital, regulates the minimum capital that Spanish credit entities must possess, both individually and as a consolidated group, and the manner in which this capital is to be determined, the different processes for the self-evaluation of capital that entities must follow, and the information that entities must make publically available on the market. This Circular is the final phase in relation to credit entities of legislation on capital adequacy and soundlybased supervision of financial entities required under Law 36/2007 of 16 November, modifying Law 13/1985 of 25 May, on the investment ratio, capital and disclosure requirements of financial intermediaries and other financial system standards, which are also considered in Royal Decree 216/2008 of 15 February on the capital of financial entities. This standard also finalises the process of adapting Spanish regulations to the European directives 2006/48/EC of the European Parliament and of the Council of 14 June 2006 and 2006/49/EC of the European Parliament and the Council of 14 June 2006. These two directives have considerably amended minimum capital requirements of credit entities and their consolidated groups, pursuant to the accord adopted by the Basel Committee on Banking Supervision (“Basel II”). During 2008, the initial stage of the Group’s adaptation to the requirements established by the new regulations which started several years ago has therefore been completed. However, this process cannot be considered as finalised because, although the Group complies strictly with this Circular at 31 December 2008, it is involved in several processes to improve the methods applied to calculate capital adequacy requirements to mitigate credit risk. Specifically, it is currently developing internal capital requirements to mitigate exposure to credit risk. This process of change has led to the Group significantly modifying the methodology followed to calculate capital requirements. 115 The strategic objectives established by the Group’s Management in relation to capital management are as follows: Comply at all times, both at individual and consolidated level, with the regulations on minimum capital requirements. Aim to achieve maximum efficiency in the management of capital to ensure that capital consumption is considered alongside other variables associated with profitability and risk, as a key variable in the analysis underlying investment decisions taken by the Group. Increase the weight of core capital relative to the Group’s total capital. In order to fulfil these objectives, the Group has developed a series of capital management policies and processes, the main points of which are as follows: The Group has established dependant supervision and control units which continuously analyse compliance with the Bank of Spain regulations on capital adequacy, and have alarms which ensure compliance with applicable regulations at all times and that decisions taken by the Entity’s different areas and units adhere to the objectives established to ensure minimum capital requirements are met. Contingency plans are in place to ensure compliance with the limits established in the applicable regulations. The impact of the Group’s eligible capital and the consumption-profitability-risk relationship is considered to be a key factor in the Group’s strategic and commercial planning and analysis and supervision of its operations. The Group has developed manuals establishing the parameters that have to serve as a guide during the Group’s decision-making process regarding minimum capital requirements or which affect the aforementioned requirements. The Entity therefore considers the capital and capital requirements established by the aforementioned regulations as a key part of the Group’s management, affecting both the Entity’s investment decisions and the analysis of the feasibility of operations, the strategy for distributing Investees’ profits and issues by the Entity and the Group, etc. Bank of Spain Circular 3/2008 of 22 May establishes which elements are eligible to be classified as capital in order to comply with the minimum requirements established in this standard. The aforementioned standard establishes that capital be classified as core capital and Tier II capital, which differ from the capital calculated in accordance with EU-IFRS, since it includes certain items and includes the obligation to deduct other items not considered in the EU-IFRS. Additionally, the consolidation and measurement criteria of investees following applicable standards, which must be applied to calculate the group's minimum capital requirements, differ from those used to prepare these consolidated annual accounts. This therefore leads to differences in the calculation of capital under one set of standards or another. The Group manages its capital in accordance with the conceptual definitions established in the Bank of Spain Circular 3/2008. In this regard, the Group considers eligible capital to be the items defined in the eighth rule of the Bank of Spain Circular 3/2008. The minimum capital requirements established in this Circular are calculated based on the Group’s exposure to: credit and dilution risk (according to the assets, liabilities and other memorandum accounts exposed to such risks and considering their amounts, characteristics, counterparties, guarantees, etc.), counterparty, position and settlement risk to which the financial assets and financial liabilities held for trading are exposed, to exchange risk and the risk of positions in gold (based on the net global position in foreign currencies and the net position in gold), and operational risk. Furthermore, the Group is subject to compliance with the risk concentration limits established in the aforementioned Circular, as well as compliance with obligations regarding internal corporate governance, capital self-evaluation, interest rate risk determination, and obligations regarding information to be made publically available on the market, also established in the Circular described above. In order to ensure compliance with these objectives, the Group manages these risks in an integrated manner in accordance with the aforementioned policies. Details of the Group’s capital at 31 December 2008 and 2007, classified as core capital and Tier II capital and calculated in accordance with Bank of Spain Circular 3/2008 of 22 May, are as follows. As explained above, this capital is considered for consolidation purposes as “capital for management”. 116 2008 2007 Thousands of euros Amount Core capital Core capital (Tier I) Total capital Unpaid and uncalled capital Capital surplus % 2,290,708 2,604,486 4,167,040 3,287,995 879,045 5.6% 6.3% 10.1% - Amount % 2,192,456 2,540,540 4,399,438 3,684,383 715,055 4.8% 5.5% 9.6% - The regulations on capital requirements prevailing at 31 December 2007 were those established in the Bank of Spain Circular 5/1993, based on Basel I. 2007 amounts have been retroactively recalculated for comparative purposes only. At 31 December 2008 and 2007 and during these years, the eligible capital of the Group and of the group entities which are individually subject to the minimum capital requirement obligation, exceeded the minimum amounts established in these regulations. 4. Distribution of Caixa Catalunya profit The proposed distribution of the net profit of Caixa Catalunya in 2008, which will be submitted by the Board of Directors to the General Assembly for approval, is as follows: Thousands of euros 2008 2007 Community Projects Reserves 50,000 352,406 75,000 407,238 Total 402,406 482,238 The 2008 profits of the remaining group entities will be distributed in the manner determined by their shareholders. 5. Significant movements in investments The most significant investments in 2008 include the incorporation of Activos Macorp,SL, Gescat, Gestión de Suelo, SL, Gescat, Viviendas en Comercialización, SL (investment in real-estate assets), and Casigar Inversiones 2008, SA, (investments in renewable energies), and increases in the investments in Alcalá 120, Promociones y Gestión Inmobiliaria, SL, Cerbat, SL, and Armilar Procam, SL (real-estate developments). The investments in Herencia Solar Meridional, SL and Abenojar Solar Meridional, SL (solar farms) have also been disposed of. The most significant investments and disposals undertaken by the Caixa Catalunya Group in 2007 include investments in Invercartera Fotovoltaica, SL (which invests in solar farms), Volja Plus, SL (with a 7.76% indirect stake in Applus Servicios Tecnológicos, SL), and Unió Sanyres, SL (investment in and management of senior citizen residences), the sale of 20% of Riofisa, SA, and the dissolution without liquidation of Leasing Catalunya, EFC, SA, and Factorcat, EFC, SA, consolidating their assets and liabilities within Caixa Catalunya. Notes 2.1.1, 16 and 19.1 contain information regarding these entities. 117 6. Business segment reporting The following table provides the disclosure by business segment required under IAS 14: Thousands of euros 2008 Financial Insurance Real estate Adjustments Other Total 1 Financial assets Other assets 57,595,454 3,599,050 2,682,891 43,306 679,832 1,763,475 9,505 16,040 (1,867,596) (894,908) 59,100,086 4,526,963 Total assets 61,194,504 2,726,197 2,443,307 25,545 (2,762,504) 63,627,049 Financial liabilities Other liabilities Equity 57,464,718 987,168 2,742,618 7,691 2,534,561 183,945 2,033,519 5,327 404,461 20,083 141 5,321 (1,824,666) (367,059) (570,779) 57,701,345 3,160,138 2,765,566 Total liabilities and equity 61,194,504 2,726,197 2,443,307 25,545 (2,762,504) 63,627,049 837,628 1,227,456 121,821 73,944 (70,787) 11,966 74 1,643 8,620 (6,717) 897,356 1,308,292 (238,558) 38,581 (12,587) 275 15,005 (197,284) 193,741 27,011 (79,194) 136 43,506 185,200 Interest margin Gross margin Net operating margin Profit for the year 1 Includes elimination of equity, intra-group transactions, collection of dividends and other consolidation adjustments. Thousands of euros 2007 Financial Insurance Real estate Other Adjustments 1 Total Financial assets Other assets 63,158,553 2,301,700 2,616,427 40,670 601,121 1,591,842 34,187 41,702 (1,374,916) 65,035,372 (809,871) 3,166,043 Total assets 65,460,253 2,657,097 2,192,963 75,889 (2,184,787) 68,201,415 Financial liabilities Other liabilities Equity 60,858,746 1,150,235 3,451,272 9,017 2,451,044 197,036 1,763,243 2,595 427,125 62,208 54 13,627 (1,364,600) 61,328,614 (235,092) 3,368,836 (585,095) 3,503,965 Total liabilities and equity 65,460,253 2,657,097 2,192,963 75,889 (2,184,787) 68,201,415 773,141 1,269,720 110,678 76,131 14,022 90,865 580 6,764 (42,994) (108,971) 855,427 1,334,509 Net operating income 247,139 66,116 76,002 (93,481) (10,768) 285,008 Profit for the year 488,023 43,897 52,547 (99,154) 493,092 Interest margin Gross margin 7,717 1 Includes elimination of equity, intra-group transactions, collection of dividends and other consolidation adjustments. 7. Remuneration of the Board of Directors and Senior Management of Caixa Catalunya IFRS and Bank of Spain Circular 4/2004 define an entity’s key management as those individuals with the authority and responsibility to plan, direct and control the activities of the entity, whether directly or indirectly, including members of the Board of Directors, or equivalent body, and management staff. 118 7.1. Remuneration of Directors In accordance with the provisions of Law 14/2006 of 27 July of the Generalitat de Catalunya, amending the savings bank law in Catalonia, the Extraordinary General Assembly of Caixa Catalunya changed its articles on 2 November 2006, establishing that the Chairman would henceforth receive remuneration. In line with the criteria set forth in section 3, article 1 of Order 70/2007 issued by the Department of Economics and Finance, and in consideration of the fact that the Chairman performs non-executive functions and is not dedicated exclusively to this position, the Board of Directors, in its session of 18 December 2007, set remuneration for the Chairman at 175,000 euros per annum, compatible with collection of the corresponding attendance fees. All remuneration sums paid to the Board of Directors and steering committees correspond exclusively to attendance fees, within the maximum limits set by the Generalitat de Catalunya. The table below details the remuneration paid to members of the Board of Directors of Caixa Catalunya, exclusively in their role as Directors of Caixa Catalunya, for 2008 and 2007: Per diems Thousands of euros Mr. Josep Alonso Roca Mr. Jordi Bertran Castellví Mr. Josep Burgaya Riera Ms. Sara Cardona Raso Mr. Joan Echániz Sans Mr. Estanis Felip Monsonís Mr. Genís Garriga Bacardí (a) Mr. Joan Güell Juan Mr. Francesc Iglesies Sala Mr. Josep Isern Saun Mr. Antoni Llardén Carratalà Ms. Carme Llobera Carbonell Ms. Gemma López Canosa Mr. Manuel Matoses Fortea Mr. Josep Molins Codina Mr. Joan Manel Pla Ribas Ms. Montserrat Robusté Claravall Mr. Pablo Ros García (b) Ms. Antonia M. Sánchez Moreno Mr. Narcís Serra Serra Mr. Francisco José Villegas Herrero Mr. Maties Vives March Total (a) (b) 2008 2007 75 32 40 29 70 40 34 82 31 34 53 38 36 30 69 69 71 30 85 70 40 56 22 26 21 52 28 22 59 15 24 36 27 25 19 51 52 49 4 21 62 52 27 1,058 750 Joined the Board of Directors in 2007 Stepped down from the Board of Directors in 2007 Caixa Catalunya has taken out a collective policy to provide civil liability insurance to the members of the Board, the Control Committee and the Senior Management of Caixa Catalunya. In 2008 and 2007, premiums paid in this regard amounted to 250 thousand euros and 134 thousand euros, respectively. Caixa Catalunya has no pension commitments for former or current members of the Board of Directors or the Control Committee for their status as Directors. 7.2. Senior Management remuneration For the preparation of these annual accounts, 10 individuals were considered key members of Senior Management at 31 December 2008, one individual more than at 31 December 2007, when nine individuals were considered as Senior Management. The table below details the remuneration paid by the Caixa Catalunya Group to the Senior Management of Caixa Catalunya, as defined in the paragraph above: 119 Thousands of euros Senior Management Short term remuneration 2008 2007 3,815 Post-employment benefits 2008 2007 3,210 1,705 664 Total 2008 2007 5,520 3,874 The members of Senior Management do not receive remuneration for attending meetings of the Board of Directors or steering committees. In relation to the information disclosed above, Senior Management is considered to be the group of individuals who perform de facto or de jure, management duties reporting directly to the management bodies, executive committees or members of the Executive Board or general managers, comprising the supervisory staff whose area of representation is not restricted to specific areas or matters of the Entity’s activity. Furthermore, during 2008 certain senior managers have left the Entity, resulting in a cost of 7,617 thousand euros and net pension contributions of 577 thousand euros. 8. Cash and balances with central banks Details of this caption of the consolidated balance sheets at 31 December 2008 and 2007 are as follows: Thousands of euros 2008 Cash Balances with Bank of Spain Balances with other central banks Valuation adjustments Total 2007 270,951 1,511,132 7,275 253,798 525,676 20,956 855 1,164 1,790,213 801,594 9. Financial assets and liabilities held for trading 9.1. Breakdown of financial assets held for trading The following table provides a breakdown of financial assets classified as held for trading at 31 December 2008 and 2007, classified by the geographical location of the risk, counterparty class, instrument type and according to determination of the fair value (see Note 2.2.3): 120 Thousands of euros 2008 By geographical region 1 Spain Other countries of the European Union Rest of the world 681,922 363,935 33,947 1,145,298 500,854 121,076 1,079,804 1,767,228 5,371 209,480 49,191 4,505 811,257 195,282 528,851 256,209 294,932 491,954 1,079,804 1,767,228 268,547 209,480 207,312 2,090 78 5,371 53,696 811,257 1,251,501 528,851 335,627 193,143 81 193,530 529,120 23,773 491,954 1,079,804 1,767,228 Total By counterparty Credit entities Resident public authorities Other resident sectors Other non-resident sectors Trading derivatives Total By instrument Debt securities Spanish government debt Treasury bills State bonds and debentures Other book entry debt securities Foreign government debt Issued by financial entities Other fixed-rate securities Equity instruments Trading derivatives Total 1 2007 Trading derivatives have been classified according to the currency in which they were acquired. The fair values of the financial instruments included in this category at 31 December 2008 and 2007 are as follows: Thousands of euros 2008 Level 1 Level 2 Level 3 246,156 815,648 - 1,267,288 499,940 - 1,079,804 1,767,228 Total 2007 The average effective interest rate of the debt instruments classified in this portfolio at 31 December 2008 was 2.87% (3.92% at 31 December 2007). 9.2. Breakdown of financial liabilities held for trading The following table indicates the breakdown of financial liabilities classified as held for trading at 31 December 2008 and 2007, grouped by the geographical location of the risk, counterparty and instrument type: 121 Thousands of euros 2008 By geographical region 1 Spain Other countries of the European Union Rest of the world 388,308 324,489 58,780 345,252 871,901 85,706 Total 771,577 1,302,859 By counterparty Credit entities Other resident sectors Trading derivatives 771,577 203,531 633,047 466,281 Total 771,577 1,302,859 By instrument Short security positions Trading derivatives 771,577 836,578 466,281 Total 771,577 1,302,859 1 2007 Trading derivatives have been classified according to the currency in which they were acquired. The method for calculating the fair value of all financial liabilities held for trading in 2008 is that used for level 2 (Note 2.2.3). All short positions at 31 December 2007 correspond to overdrafts. The average effective interest rate of the debt instruments classified in this portfolio at 31 December 2008 was 3.81% (3.49% at 31 December 2007). 9.3. Trading derivatives Details by type of product, of the fair value and notional amounts (amount used as the basis for calculating future payments and collections) of trading derivatives at 31 December 2008 and 2007 are as follows: 122 2008 Thousands of euros Assets Fair value Unmatured foreign currency purchases and sales Purchases against euros Purchases against currency Sales against euros Financial futures on shares and interest rates Bought Written Share options Bought Written Interest rate options Bought Written Currency options Bought Written 2007 Liabilities Notional Fair value Assets Notional Fair value Liabilities Notional Fair value Notional 8,045 181,279 40,659 408,437 5,801 1,298,356 47,871 1,068,897 45,536 81,055 201,469 719,970 36,486 8,393 199,644 237,534 46,245 47,961 816,104 922,234 44,492 1,678 877,621 66,003 - 60,400 - - 238,000 - 675,200 - 22 139,495 47,944 - 63,533 - 106,231 63,533 20,421 - 108,367 - 20,570 126,607 123,171 - 10,539,736 - 124,084 10,502,159 58,591 - 9,789,890 - 63,934 9,569,438 34,965 - 443,941 - 34,965 443,941 20,870 - 439,580 - 20,479 417,221 - - - - - - - - 452,342 - 13,185,391 - 403,990 - 12,781,123 - 288,254 - 12,623,314 - 263,658 - 16,564,563 - - - - - - - 18 42,957 - - - - - 15,622 - - 14,545 17,803 396 196,185 10,000 1 16,768 4,000 203,593 3,652 159 382,831 10,000 599 2,960 86,396 430,263 811,257 25,601,904 771,577 25,081,964 491,954 27,081,498 466,281 29,404,006 Other interest rate transactions Forward rate agreements Interest rate swaps Other Other financial derivatives Bought Futures on commodities Bought Written Credit Default Swaps Bought Written Total The notional amounts of the contracts arranged do not reflect the actual risk taken by the Caixa Catalunya Group, since the net positions taken in these financial instruments are the result of offsetting and/or combining them. 123 10. Other financial assets at fair value through profit or loss The following table provides a breakdown of financial assets included in this category at 31 December 2008 and 2007, classified by the geographical location of the risk, counterparty class and instrument type and according to determination of the fair value (see Note 2.2.3): 2008 Thousands of euros 2007 By geographic region Spain 56,319 55,971 Total 56,319 55,971 By counterparty Credit entities Other resident sectors 28,659 27,660 27,936 28,035 Total 56,319 55,971 56,319 56,319 55,971 55,971 56,319 55,971 By instrument Debt securities Listed bonds and debentures Total These assets have a Level 1 fair value of 56,319 thousand euros and 55,971 thousand euros at 31 December 2008 and 2007. The average effective interest rate of the debt instruments classified in this portfolio at 31 December 2008 was 3.55% (3.95% at 31 December 2007). 11. Available-for-sale financial assets The following table provides a breakdown of financial assets included in this category at 31 December 2008 and 2007, classified by the geographical location of the risk, counterparty class and instrument type and according to determination of the fair value (see Note 2.2.3): Thousands of euros By geographical region Spain Other countries of the European Union Rest of the world Impairment losses Valuation adjustments 2008 2007 1,842,969 771,083 196,374 5,266,538 1,585,597 137,429 (37,746) 661 (16,352) 312 Total 2,773,341 6,973,524 By counterparty Credit entities Resident public authorities Other resident sectors Other non-resident sectors 969,777 236,582 1,081,524 522,543 1,049,480 410,208 4,294,879 1,234,997 Impairment losses Valuation adjustments (37,746) 661 Total 2,773,341 124 (16,352) 312 6,973,524 By instrument Debt securities (see Note 9.1) Spanish government debt Treasury bills State bonds and debentures Foreign government debt Issued by financial entities Other fixed-rate securities Equity instruments Shares of listed Spanish companies Shares of unlisted Spanish companies Shares of listed foreign companies Shares of unlisted foreign companies Mutual fund units held Other 2,004,900 236,581 236,581 182,676 940,782 644,861 805,526 286,216 488,341 1,086 108 29,610 165 Impairment losses Valuation adjustments (37,746) 661 Total 2,773,341 4,847,387 410,208 20,001 390,207 227,692 1,022,637 3,186,850 2,142,177 1,350,089 698,939 1,052 108 91,989 (16,352) 312 6,973,524 The fair values of the financial instruments included in this category at 31 December 2008 and 2007, by level, are as follows: Thousands of euros Level 1 Level 2 Level 3 2008 1,875,212 889,819 8,310 2007 3,066,772 3,906,752 - Total 2,773,341 6,973,524 All of the impairment losses correspond to the allowance for inherent losses. The average effective interest rate of the debt instruments classified in this portfolio at 31 December 2008 was 5.41% (5.45% at 31 December 2007). The most significant investments at 31 December 2008 and 2007 in entities not considered holdings are as follows: 125 2008 Thousands of euros Company Repsol-YPF, SA1 Gas Natural, SA Abertis, SA Ownership share 1.63 % 3.03 % 0.18 % Cost Market value Net gain Deferred taxes 261,976 214,021 7,587 300,022 261,380 15,593 26,632 33,151 5,604 11,414 14,208 2,402 483,584 576,995 65,387 28,024 2007 Thousands of euros Company Repsol-YPF, SA1 Abertis, SA Gas Natural, SA France Telecom España, SA2 Ownership share Cost Market value 1.63 % 5.69 % 3.03 % 261,976 233,909 214,021 484,406 800,905 542,271 155,701 396,897 229,775 66,729 170,099 98,475 0.72 % 6,006 51,964 32,171 13,787 715,912 1,879,546 814,544 349,090 Total Net gain Deferred taxes 1 Repsol-YPF is classified under shares in unlisted Spanish companies because the holding is held through Repinves, a company in which it has a 32.4% stake, but which has been classified as an “Available-for-sale financial assets“ because it is an instrumental company that acts exclusively as a holding company for shares of Repsol-YPF, SA. 2 As a result of the merger between Retevisión Móvil, SA and other companies, the Caixa Catalunya Group now owns shares of France Telecom España, SA. In 2008, 0.72% of France Telecom España, SA and 5.51% of Abertis, SA was sold generating surpluses of 46,782 thousand euros and 512,039 thousand euros, respectively, recorded under “Gains/(losses) on sale of noncurrent assets held for sale not classified as discontinued operations” in the accompanying consolidated income statement for 2008 (see Notes 38 and 43). On 1 January 2008, the Caixa Catalunya Group decided to reclassify certain fixed-rate financial instruments included under “Available-for-sale financial assets” to “Held-to-maturity investments” in accordance with Bank of Spain Circular 6/2008 (see Note 13). 12. Loans and receivables 12.1. Breakdown The following table provides a breakdown of the financial assets included in this category at 31 December 2008 and 2007, classified by the geographical location of the risk, counterparty and instrument type: 126 Thousands of euros 2008 2007 By geographic region Spain Other countries of the European Union Rest of the world 51,338,513 813,393 163,218 52,325,318 3,467,090 311,526 Impairment losses Valuation adjustments (1,755,777) 104,464 (1,049,299) 129,207 Total 50,663,811 55,183,842 By counterparty Credit entities Resident public authorities Other resident sectors Other non-resident sectors 682,017 1,424,224 47,885,645 2,323,238 4,584,682 1,044,374 48,752,932 1,721,946 Impairment losses Valuation adjustments (1,755,777) 104,464 (1,049,299) 129,207 Total 50,663,811 55,183,842 By instrument Due from banks Mutual accounts Time deposit accounts Assets purchased under resale agreement Other accounts Other financial assets Customer loans Commercial loans Secured loans Finance leases Assets purchased under resale agreement Other loans Other financial assets Debt securities 623,509 106,346 341,482 34,470 75,952 65,259 51,638,161 1,971,437 34,924,604 1,415,835 11,322 13,272,002 42,961 53,454 4,584,682 90,998 418,086 3,926,054 76,378 73,166 51,519,252 2,745,132 33,725,374 1,549,374 15,705 13,441,917 41,750 - Impairment losses Valuation adjustments (1,755,777) 104,464 (1,049,299) 129,207 Total 50,663,811 55,183,842 The average effective interest rate of the debt instruments classified in this portfolio at 31 December 2008 was 5.87% (4.95% at 31 December 2007). The main valuation adjustments correspond to fees collected and not accrued and to interest accrued and not collected to the sum of (207,778) thousand euros and 311,848 thousand euros, respectively, at 31 December 2008 ((226,620) thousand euros and 353,266 thousand euros, respectively, at 31 December 2007). At 31 December 2008 and 2007 secured loans where risk had not been transferred and which are therefore still recognised on the balance sheet after 1 January 2004, amounted to 13,547,564 thousand euros and 7,593,453 thousand euros, respectively (see Note 30.5). The breakdown of "Other financial assets" at 31 December 2008 and 2007 is as follows: 127 Thousands of euros 2008 2007 Cheques drawn on credit entities Financial guarantee fees (see Note 2.9) Cash guarantees extended Other 65,259 32,536 10,371 54 73,166 34,380 5,013 2,357 108,220 114,916 Total 12.2. Impaired and past due assets The balance of loans and receivables considered impaired due to credit risk at 31 December 2008 and 2007 is as follows: Doubtful assets at 31 December 2008 Thousands of euros Up to 6 months Unsecured transactions 1 Secured transactions 1,341,495 20,306 Total 1,361,801 1 From 6 to 12 months From 12 to 18 months From 18 to 24 months Over 24 months 586,894 184,957 190,436 183,071 57,368 77,759 29,477 37,084 2,205,670 503,177 771,851 373,507 135,127 66,561 2,708,847 Total Includes risks with mortgage security with exposure exceeding 80% of the appraisal value, as well as other loans. Thousands of euros Up to 3 years From 3 to 4 From 4 to 5 years years From 5 to 6 years Over 6 years Mortgage loans on completed 383,104 1,433 1,136 567 27 386,267 Total 383,104 1,433 1,136 567 27 386,267 Total Doubtful assets at 31 December 2007 Thousands of euros Up to 6 months From 6 to 12 months From 12 to 18 months From 18 to 24 months Over 24 months Total Unsecured transactions Secured transactions 284,890 15,443 97,592 71,341 9,548 37,906 6,742 12,777 17,652 9,708 416,424 147,175 Total 300,333 168,933 47,454 19,519 27,360 563,599 Thousands of euros Up to 3 years From 3 to 4 From 4 to 5 years years From 5 to 6 years Over 6 years Total Mortgage loans on completed houses 130,345 1,266 739 326 7 132,683 Total 130,345 1,266 739 326 7 132,683 Doubtful assets totalled 3,095,114 thousand euros and 696,282 thousand euros at 31 December 2008 and 2007, respectively. 12.3. Credit risk hedges The change in the balance of impairment losses in 2008 and 2007 recorded on credit risk hedges on loans and receivables and accumulated total losses at the beginning and end of the year are as follows: 128 Thousands of euros Specific allowances Balance at 31 December 2006 Allowance for coverage of inherent losses Total 156,672 685,309 841,981 269,782 (38,898) (137,137) 94 117,251 (3,774) - 387,033 (42,672) (137,137) 94 Balance at 31 December 2007 250,513 798,786 Charged against income Amounts reversed Amounts used Other 848,454 (58,767) (30,532) (820) 52,387 (104,281) 37 Charged against income Amounts reversed Amounts used Other Balance at 31 December 2008 1,008,848 1,049,299 900,841 (163,048) (30,532) (783) 746,929 1,755,777 In 2008 and 2007, 15,467 thousand euros and 10,200 thousand euros, respectively, of derecognised assets were recovered. At 31 December 2008 and 2007 the Caixa Catalunya Group had recorded 988,136 thousand euros and 846,188 thousand euros of substandard assets, respectively, recognising impairment losses of 127,227 thousand euros and 84,786 thousand euros, respectively, classified under “Impairment losses – Specific allowances”. 12.4. Fair value In relation to the fair value of loans and receivables, the provision held by the Entity is estimated to be sufficient to cover the credit risk associated with these assets. 13. Held-to-maturity investments The following table provides a breakdown of the financial assets included in this category at 31 December 2008 and 2007, classified by the geographical location of the risk, counterparty and instrument type: 2008 Thousands of euros 2007 By geographic region Spain Other countries of the European Union Rest of the world 2,037,267 244,511 34,139 Impairment losses (27,312) Total - 2,288,605 - 388,029 1,767,904 159,984 - By counterparty Credit entities Other resident sectors Other non-resident sectors Impairment losses (27,312) Total - 2,288,605 - 388,029 1,927,888 - By instrument Debt securities Issued by financial entities Other fixed-rate securities Impairment losses (27,312) Total 2,288,605 129 - The average effective interest rate of the debt instruments classified in this portfolio at 31 December 2008 was 5.41%. On 1 January 2008, the Caixa Catalunya Group reclassified certain debt instruments under “Available-for-sale financial assets” to “Held-to-maturity investments” to bring their classification into line with the management objective established in standard 22 of Bank of Spain Circular 6/2008. The financial assets included in this category have a fair value of 1,993,984 thousand euros and a carrying value of 2,315,917 thousand euros. Doubtful assets totalled 21,033 thousand euros at 31 December 2008. 14. Hedging derivatives (assets and liabilities) Details, by type of product and according to how their fair value has been calculated (see Note 2.2.3), of the fair value and notional amounts of the derivatives designated as fair value hedges at 31 December 2008 and 2007 are as follows: 2008 Assets Thousands of euros Share options Bought 1 Written Interest rate options Bought Written 1 Fair value 2007 Liabilities Fair value Notional Assets Fair value Notional 24,446 Liabilities Fair value Notional Notional 4,541 - 1,083,954 - 2,080,603 50,170 - 785,921 - 65,217 1,947,145 17,298 845,344 - - - - 5,963 220,725 - - 32,326 444,618 - - 9,866 300,000 8,372 101,582 - - - - - - - - 8,335 101,582 - - - - 390.931 7.403.133 99.194 934.971 133.569 2.204.050 238.011 3.524.322 421.142 9.434.013 164.301 3.561.774 189.702 3.210.696 313.094 5.771.467 Currency options Bought Written 1 Other interest rate transactions Interest rate swaps Total 1 A significant proportion of this balance corresponds to guarantees extended by Caixa Catalunya to the participants of the guaranteed investment and pension funds. In addition, Ascat Vida has written several derivatives to hedge the cash flows from certain guaranteed savings products. At 31 December 2008 and 2007, the Group had recognised an asset of 1,360 thousand euros and 67,033 thousand euros and a liability of 4,755 thousand euros and 20,666 thousand euros in relation to interest rate swaps written to provide a cash flow macro-hedge, with a notional value of 23,203,800 thousand euros and 62,597,400 thousand euros. The notional amounts of the contracts arranged do not reflect the actual risk taken by the Caixa Catalunya Group, since the net positions taken in these financial instruments are the result of offsetting and/or combining them. 130 2008 2007 Assets Liabilities Thousands of euros Fair value Fair value hedges Micro-hedges Macro-hedges Cash flow hedges Micro-hedges Macro-hedges Total Notional 421,142 40,895 380,247 9,434,013 2,190,573 7,243,440 1,360 1,360 8,939,100 8,939,100 422,502 18,373,113 Fair value 164,301 84,818 79,483 Notional 3,561,775 2,966,775 595,000 Liabilities Assets Fair value 189,702 64,187 125,515 Notional Fair value Notional 3,210,696 1,436,381 1,774,315 313,094 88,496 224,598 5,771,467 2,366,467 3,405,000 4,755 14,264,700 4,755 14,264,700 67,033 36,641,000 67,033 36,641,000 20,666 20,666 25,956,400 25,956,400 169,056 17,826,475 256,735 39,851,696 333,760 31,727,867 15. Non-current assets held for sale This caption of the balance sheet comprises assets awarded mainly from securitisation funds. During 2008 and 2007 this caption amounted to 19,938 thousand euros and 4,859 thousand euros, with provisions of 997 thousand euros and 4,486 thousand euros being made in 2008 and 2007, respectively. 16. Equity investments 16.1. Associates “Equity investments – Associates” in the consolidated balance sheets at 31 December 2008 and 2007 amounts to 66,119 thousand euros and 19,391 thousand euros, respectively. A list of these investments is provided in Note 2.1.3. The changes in the balance of this caption in the accompanying consolidated balance sheets are as follows: Thousands of euros Carrying amount Balance at 31 December 2006 Acquisitions and incorporations Capital increases Sales and dissolutions Equity accounting Balance at 31 December 2007 82,497 288 (72,947) 1,011 10,849 Acquisitions and incorporations Capital increases Reductions Sales and dissolutions Equity accounting Balance at 31 December 2008 49,170 172 (238) (4) (9,874) 50,075 Goodwill Balance at 31 December 2006 Sales Other Balance at 31 December 2007 21,608 (12,826) (240) 8,542 Acquisitions Balance at 31 December 2008 7,502 16,044 Net balance at 31 December 2007 19,391 Net balance at 31 December 2008 66,119 131 The most significant transactions in 2008 and 2007 were as follows: Thousands of euros Type of transaction Company Establecimientos Industriales y Servicios, SL Hidrodata, SA Comomin de Tuberias, SL Hidroeléctrica del Noguera, SL Riofisa, SA 2008 2007 Investment cost Investment cost Acquisition Acquisition Acquisition Acquisition Sale 40,825 2,529 2,451 1,946 - (93,372) In 2007, 20% of Riofisa, SA was sold generating a capital gain of 313,901 thousand euros, recognised under “Gains/(losses) on non-current financial assets not classified as discontinued operations” in the accompanying consolidated income statement. The year of incorporation and net balance of outstanding goodwill, integrated within investment cost, are provided below: Thousands of euros Year Subsidiary 2005 2005 2006 2006 2006 2008 2008 2008 2008 Construcciones de Tuberías Industriales, SA Afisa Inversiones, SL Hujoceramic, SL Europea de Mantenimiento Industrial, SA Tradehi, SL Establecimientos Industriales y Servicios, SL Hidroeléctrica del Noguera, SL Solwindet Las Lomas, SL Comomin Tuberías, SL Total 2008 2007 Goodwill Goodwill 3,132 670 2,429 1,756 555 4,422 1,597 240 1,243 3,132 670 2,430 1,756 555 - 16,044 8,543 16.2. Jointly controlled entities A list of investments carried under “Equity investments – Jointly-controlled entities" at 31 December 2008 and 2007 is provided in Note 2.1.2. The changes in the balance of this caption in the accompanying consolidated balance sheets are as follows: 132 Thousands of euros Carrying amount Balance at 31 December 2006 Acquisitions and incorporations Capital increases Sales and dissolutions Equity accounting Balance at 31 December 2007 229,742 19,521 39,589 (793) (24,160) 263,899 Acquisitions and incorporations Capital increases Sales and dissolutions Changes in compositon of Group Equity accounting Balance at 31 December 2008 4,186 14,657 (1,904) (31,782) (78,126) 170,930 Goodwill Balance at 31 December 2006 Acquisitions Balance at 31 December 2007 5,375 1,881 7,256 Acquisitions Sales Balance at 31 December 2008 3,098 (1,793) 8,561 Impairment Net balance at 31 December 2006 Recoveries Net balance at 31 December 2007 (11,000) 6,000 (5,000) Net balance at 31 December 2008 (5,000) Net balance at 31 December 2007 266,155 Net balance at 31 December 2008 174,491 At 31 December 2007 the Group reversed a 6,000 thousand euro impairment allowance taken in relation to its investment in Centros Residenciales Sanyres Sur, SL. The most significant transactions in 2008 and 2007 were as follows: 133 Thousands of euros Company Type of transaction Cedinsa Concesionaria, SA Espais Catalunya Mediterrània, SA Cedinsa Ter Concesionaria, SA Cedinsa Eix Transversal Concesionaria, SA Parque Eólico Coll del Moro, SL Parque Eólico de Torre Madrina, SL Iniciativas Eólicas Catellanas, SA Ocycandey 2006, SL Alma Gestión de Hoteles, SL Centros Residenciales Sanyres Sur, SL Med Básico, SL Darlington BV Cerbat, SL Club de Golf Hacienda del Álamo, SL Armilar Procam, SL Prasa y Procam, SL Unión Sanyres, SL Torca Procam Polska SP. ZOO Vertix Procam, SL Volja Plus, SL Avenis Procam, SL Sanidad y Residencias 21, SA Nou Mapro, SA Cedinsa d’Aro Concesionaria, SA 2008 2007 Investment cost Investment cost Capital increase Capital increase Capital increase Capital increase Acquisition Acquisition Acquisition Capital increase Capital increase Capital increase Acquisition Reduction Sale Sale Change in compositon of Group Capital increase Change in compositon of Group Change in compositon of Group Capital increase Incorporation Capital increase Capital increase Acquisition Capital increase Acquisition Capital increase Capital increase 3,843 3,300 2,250 1,800 1,242 1,242 1,222 1,210 990 (1,482) (2,676) (4,035) (6,329) 3,747 2,510 3,049 - (12,670) 1,533 - (19,955) - - 41,935 40,568 13,259 12,006 9,832 5,000 3,295 2,381 1,650 The year of incorporation and net balance of goodwill are as follows: Thousands of euros 2008 2007 Goodwill Goodwill Badalona Building Waterfront, SL Darlington BV Darlington BV Med Basic, SL Centro Inmunológico de Catalunya, SA Tein Centro Tecnológico del Plástico, SL Ocycandey 2006, SL Parque Eólico Coll del Moro, SL Parque Eólico de Torre Madrina, SL Parque Eólico de Vilalba dels Arcs, SL 2,266 964 352 1,881 1,239 1,239 620 2,266 897 459 437 964 352 1,881 - Total 8,561 7,256 Year Subsidiary 2004 2004 2005 2005 2005 2005 2007 2008 2008 2008 In accordance with point 38 of IAS 31, the Caixa Catalunya Group as has elected to consolidate the consolidated annual accounts of investees classified as jointly-controlled entities using the equity method. 134 The effect on consolidated assets, liabilities, equity and income of consolidating investments in jointlycontrolled entities by proportional consolidation would be as follows: Thousands of euros 2008 2007 Financial assets Other assets 137,379 1,402,263 53,578 1,665,231 Total assets 1,539,642 1,718,809 Financial liabilities Other liabilities Equity 1,496,825 42,817 - 1,715,259 3,550 - Total liabilities and equity 1,539,642 1,718,809 Interest margin Gross margin Net operating margin (69,496) 100,182 47,344 (44,371) 63,394 13,951 Profit before tax (22,954) 13,987 Income tax (22,954) 13,987 Attributable to the parent - - 17. Reinsurance assets The breakdown of this caption of the accompanying consolidated balance sheets at 31 December 2008 and 2007 is as follows: Thousands of euros 2008 2007 Unearned premiums Life insurance Claims outstanding Other technical provisions 8,839 2,732 7,029 320 7,632 1,623 6,420 - 18,920 15,675 Total 135 18. Property and equipment Movement in this caption of the consolidated balance sheets in 2008 and 2007 have been as follows: Caixa Catalunya Thousands of euros Investment properties Own use Comm. Proj. P,P&E Consolidated Total Total Revalued cost Balance at 31 December 2006 Additions Increases due to transfers Removal or reductions Reductions due to transfers Balance at 31 December 2007 1,228,415 99,860 18,546 (6,064) (20,230) 1,320,527 61,185 1,684 (205) 62,664 146,426 14,180 360 (360) 160,606 1,436,026 114,040 20,590 (6,269) (20,590) 1,543,797 1,451,390 155,615 20,670 (6,306) (20,590) 1,600,779 Additions Increases due to transfers Removal or reductions Reductions due to transfers Balance at 31 December 2008 68,540 14,508 (31,815) (10,093) 1,361,667 112,730 (20,198) (4,415) 150,781 14,516 (3,848) 171,274 195,786 14,508 (55,861) (14,508) 1,683,722 232,084 14,508 (88,063) (16,935) 1,742,373 Accumulated depreciation Balance at 31 December 2006 Additions Removal or reductions Balance at 31 December 2007 353,055 39,856 (4,665) 388,246 3,945 464 89 4,498 48,711 4,905 53,616 405,711 45,225 (4,576) 446,360 413,332 45,968 (3,940) 455,360 Additions Removal or reductions Balance at 31 December 2008 44,065 (29,643) 402,668 551 (41) 5,008 5,620 (3,825) 55,411 50,236 (33,509) 463,087 51,089 (39,823) 466,626 Net balance at 31 December 2007 932,281 58,166 106,990 1,097,437 1,145,419 Net balance at 31 December 2008 958,999 145,773 115,863 1,220,635 1,275,747 18.1. Property, plant and equipment for own use The breakdown by type of items comprising this caption on the consolidated balance sheet at 31 December 2008 and 2007 is as follows: 1 Accumulated amortisation and depreciation Net balance Thousands of euros Cost Land and buildings for own use Fixtures, vehicles and other facilities Computer equipment and facilities Other 736,096 448,735 144,691 45,592 61,942 228,039 103,183 4,026 674,154 220,696 41,508 41,566 1,375,114 397,190 977,924 771,324 472,290 144,085 21,330 65,233 234,313 106,405 15 706,091 237,977 37,680 21,315 1,409,029 405,966 1,003,063 Balance at 31 December 2007 Land and buildings for own use Fixtures, vehicles and other facilities Computer equipment and facilities Other Balance at 31 December 2008 1 See revaluations in Note 28.5. 18.2. Investment properties In 2008 and 2007, income from the Caixa Catalunya Group’s investment properties amounted to 2,572 thousand euros and 2,443 thousand euros, respectively, while the associated operating expenses amounted to 368 thousand euros and 335 thousand euros respectively (see Notes 40 and 41). Most investment property additions were at the end of 2008. 136 18.3. Fair value of property, plant and equipment The appraisal value of property, plant and equipment (land and buildings for own use and investment properties) at 31 December 2008 was 1,045,073 thousand euros (823,544 thousand euros at 31 December 2007) while net value was 789,792 thousand euros (777,034 thousand euros at 31 December 2007). Market values were obtained from appraisals carried out mainly in 2008. 19. Intangible assets Details of this caption of the consolidated balance sheets at 31 December 2008 and 2007 are as follows: Thousands of euros 2008 2007 Opening balance Additions Amortisation Other 49,682 15,779 (14,425) 240 36,631 25,150 (12,099) - Closing balance 51,276 49,682 Intangible assets mainly comprise software programs and other applications developed by entities outside the Caixa Catalunya Group. 20. Other assets Details of these captions of the consolidated balance sheets at 31 December 2008 and 2007 are as follows: Thousands of euros 2008 2007 Inventories Prepayments and accrued income Other assets 2,411,284 45,474 43,615 1,260,334 18,713 41,352 Total 2,500,373 1,320,399 20.1. Inventories The Group’s most significant inventories at the 2008 and 2007 year ends are as follows: 2008 Thousands of euros Buildings acquired Land Works in progress Constructed buildings Advances to suppliers Total 2007 142,101 1,529,584 532,594 177,251 29,754 72 868,777 214,659 76,187 100,639 2,411,284 1,260,334 The increase in inventories during 2008 is mainly due to the acquisition of completed property developments, property developments in progress, and plots of land from real-estate developers outside the Group. During 2008, impaired assets amounting to 110,386 thousand euros have been written down. 137 20.2. Prepayments and accrued income At 31 December 2008 and 2007 these captions in the accompanying consolidated balance sheets are as follows: Thousands of euros 2008 2007 Fees and commissions Other accruals 23,954 21,520 14,827 3,886 Total 45,474 18,713 20.3. Other assets At 31 December 2008 and 2007 "Other assets" amounted to 43,615 thousand euros and 41,352 thousand euros, respectively. A portion of this caption relates to dividends pending collection from Repinves and Gas Natural for 10,436 thousand euros and 6,504 thousand euros, respectively, at 31 December 2008 recognised under “Income from equity instruments – Other equity instruments” and to other collections pending. At 31 December 2007 this caption amounted to 9,933 thousand euros and comprised a dividend pending collection from Repinves. 21. Financial liabilities at amortised cost Note 3.1 details by maturity the items making up this caption of the consolidated balance sheets. 21.1. Central bank deposits At 31 December 2008 and 2007 this caption comprises deposits from the Bank of Spain amounting to 5,873,081 thousand euros and 4,162,455 thousand euros, which are guaranteed by financial instrument pledges. The rate on these deposits is 4.81% and 4.66% at 31 December 2008 and 2007 (see Note 30.2) 21.2. Due from banks The breakdown, by type of deposit, of this caption of the consolidated balance sheets, is as follows: Thousands of euros 2008 Demand deposits Other loans Time deposit accounts Other accounts Repurchase agreements Valuation adjustments Total 2007 28,845 7 3,238,757 2,858,276 106,184 274,297 6,398,106 3,595,318 119,950 2,682,838 97,002 33,927 3,364,604 6,432,040 Virtually all demand deposits correspond to the mutual account with the Spanish Confederation of Savings Banks. The average effective interest rate of the debt instruments classified under this caption at 31 December 2008 is 4.42% (4.03% at 31 December 2007). Assets acquired under repurchase agreements are offset by reverse repos, as described in Note 12. 138 21.3. Customer deposits The breakdown, by geographic origin, substance and counterparty, of this caption in the accompanying consolidated balance sheets at 31 December 2008 and 2007 is as follows: Thousands of euros 2008 By geographic region Spain Other countries of the European Union Rest of the world 2007 25,799,795 681,726 66,137 24,845,142 1,132,515 286,671 280,605 185,655 Total 26,828,263 26,449,983 By counterparty Resident public authorities Other resident sectors Other non-resident sectors 1,828,049 23,961,349 758,260 1,728,989 24,122,246 413,093 280,605 185,655 Total 26,828,263 26,449,983 By instrument Current accounts Savings accounts Time deposits Repurchase agreements Other accounts 9,463,867 183,672 16,156,694 640,848 102,577 11,339,019 208,420 13,745,792 810,551 160,546 280,605 185,655 26,828,263 26,449,983 Valuation adjustments Valuation adjustments Valuation adjustments Total The average effective interest rate of the debt instruments classified under this caption at 31 December 2008 was 4.11% (3.26% at 31 December 2007). Time deposits include balances held for securitisation, which amount to 4,056,780 thousand euros and 4,842,085 thousand euros at 31 December 2008 and 2007, respectively. It also includes deposits held by the investees Caixa Catalunya International Finance Limited and Caixa Catalunya International Finance BV corresponding to their issues in Euro Medium-term Notes (Eurobonds) to Caixa Catalunya. The outstanding balance totalled 18,973 thousand euros and 866,890 thousand euros at 31 December 2008 and 2007, respectively. Pursuant to its restructuring plan, the Caixa Catalunya Group held 38,977 thousand euros and 60,739 thousand euros, respectively, under “Financial liabilities at amortised cost – Customer deposits” on the liability side of the balance sheets at 31 December 2008 and 2007, which are pending transfer to the pension plan (see Note 2.13.1). 21.4. Marketable debt securities Details of this caption of the consolidated balance sheets at 31 December 2008 and 2007 are as follows: Thousands of euros 2008 Issued bonds and debentures Promissory notes Secured mortgage bonds Valuation adjustments Total 139 2007 9,962,120 2,578,992 5,321,402 12,968,483 4,022,335 3,800,245 262,659 214,323 18,125,173 21,005,386 21.4.1. Issued bonds and debentures At 31 December 2008 issued bonds and debentures comprised simple bonds and debentures amounting to 5,418,308 thousand euros and regional bonds of 179,964 thousand euros. At 31 December 2007 issued bonds and debentures comprised simple bonds and debentures amounting to 5,719,001 thousand euros, regional bonds of 109,978 thousand euros, and US Dollar denominated bonds equivalent to 1,323,512 thousand euros. The return on issued bonds and debentures was 4.98% and 4.41% at 31 December 2008 and 2007, respectively. Movement in the “Issued bonds and debentures” caption in 2008 and 2007 is as follows: Thousands of euros 2008 Opening balance Issues Repayments Closing balance 2007 12,968,483 965,727 (3,972,090) 11,558,725 3,177,818 (1,768,060) 9,962,120 12,968,483 The table below details, by maturity, the balance of this caption at 31 December 2008 and 2007: Thousands of euros 2008 Up to 1 year From 1 to 5 years Over 5 years Total 2007 4,956,473 7,686,440 779,550 2,578,144 4,226,097 2,703,899 9,962,120 12,968,483 21.4.2. Promissory notes Issue details of outstanding promissory notes at 31 December 2008 and 2007 are as follows: Thousands of euros 2008 Amount Interest rate rate Amount Interest rate rate 2,700,000 1,500,000 3,000,000 160,000 5,000,000 29,129 364,710 159,275 2,025,878 4.07% 4.81% 4.52% 4.79% 4.86% 263,184 103,417 3,514,591 141,143 - 3.74% 3.99% 4.22% 4.83% - 12,360,000 2,578,992 Date issued Face value 27-04-2006 06-11-2006 13-02-2007 17-07-2007 14-02-2008 Total 2007 4,022,335 The variation in promissory notes in 2008 and 2007 is as follows: Thousands of euros 2008 Opening balance Drawn down Repayments Closing balance 4,022,335 8,032,020 (9,475,363) 2,927,828 10,944,789 (9,850,282) 2,578,992 4,022,335 All these financial instruments are denominated in euros and fall due in 2009. 140 2007 21.4.3. Secured mortgage bonds This caption comprises secured mortgage bonds issued for the sum of 5,321,402 thousand euros and 3,800,245 thousand euros at 31 December 2008 and 2007, respectively. The rate on mortgage bonds issued is 5.10% and 4.29% at 31 December 2008 and 2007, respectively. The table below details, by maturity, the balance of this caption at 31 December 2008 and 2007: Thousands of euros 2008 2007 Up to 1 year From 1 to 5 years From 5 to 10 years 149,970 1,821,157 3,350,275 300,000 149,970 3,350,275 Total 5,321,402 3,800,245 21.5. Subordinated liabilities Details, by issue and rate, of this caption of the consolidated balance sheets at 31 December 2008 and 2007 are as follows: Thousands of euros Unredeemed amount Issue Redemption Face value 25-06-92 01-01-98 24-03-00 02-10-00 20-10-03 Perpetual 01-01-13 01-07-10 01-02-11 19-05-15 90,151 90,152 120,000 90,000 199,999 16-11-04 23-10-08 20-02-20 18-12-18 300,000 500,000 Subtotal 1 Other subordinated Total 1 2 Interest rate 2008 2007 Floating Floating From 4.25 to 7% From 5.25 to 7% From 3 to 6% From 3.50 to 5,25% Floating 2 90,151 90,152 199,999 90,151 90,152 120,000 90,000 199,999 300,000 500,000 300,000 - 1,180,302 890,302 480,000 480,000 1,660,302 1,370,302 These issues compute as Tier II capital up to a limit of 50% of core capital (see Note 1.7.1). Until 18 December 2009, the issue accrued interest at a fixed rate of 7.00% per annum. Between 18 December 2009 and 18 December 2013, the issue accrued nominal interest at a variable rate linked to three-month Euribor, plus a spread of 2.00%. “Other subordinated liabilities” comprise two non-voting preference share issues issued by Caixa Catalunya Preferentes, SA. In November 1999 Caixa Catalunya Preferential Issuance Limited issued 300 million euros of perpetual preference shares. The dividend is variable and linked to 3-month Euribor, plus a preferential and non-accumulative spread of 0.10 points. In January 2001, the same company issued a further 180 million euro of perpetual preference shares. Again, the dividend is variable and linked to 3-month Euribor, plus a preferential and non-accumulative spread of 0.10 points. Caixa Catalunya Preferentes, SA, is a wholly-owned subsidiary of Caixa Catalunya. The issues are backed by an irrevocable joint and several guarantee from Caixa Catalunya. As authorised by the Bank of Spain, these issues compute entirely as core capital of the consolidated Caixa Catalunya Group (see Note 1.7.1). At 31 December 2008 and 2007, valuation adjustments on subordinated liabilities amounted to 20,205 thousand euros and 16,097 thousand euros, respectively. 141 The effective average interest rate on debt instruments classified under this caption was 4.53% in 2008 (4.15% during 2007). 21.6. Fair value The fair value of financial liabilities carried at amortised cost has been estimated using measurement techniques generally accepted on the market. These liabilities had a fair value of 56,308,071 thousand euros, and a carrying value of 56,517,771 thousand euros at 31 December 2008 (59,300,694 thousand euros and 59,854,394 thousand euros, respectively, at 31 December 2007). 22. Liabilities under insurance contracts The breakdown of this caption of the accompanying consolidated balance sheets at 31 December 2008 and 2007 is as follows: Thousands of euros 2008 2007 Technical provisions for direct insurance Unearned premiums and unexpired risks Life insurance Unearned premiums and unexpired risks Mathematical provisions Claims outstanding Profit sharing and returns Life insurance where the investment risk is borne by the policyholders Other technical provisions Total 13,373 2,198,508 15,214 2,183,294 69,377 3 10,467 2,077,638 15,655 2,061,983 89,325 521 7,029 276 14,726 26 2,288,566 2,192,703 23. Provisions (excluding tax provisions) The movement and purpose of the provisions recognised under this caption of the consolidated balance sheets at 31 December 2008 and 2007, except for Provisions for taxes, are as follows: Provision for pensions and similar obligations Provisions for risks and contingent liabilities Provision for litigation and similar Balance at 31 December 2006 236,987 37,787 5,467 15,285 Charged against income Amounts reversed Amount used Other 9 (4) (12,031) (13,305) 500 (1,758) - 1,868 (3,911) 7,893 Balance at 31 December 2007 211,656 42,178 4,209 21,135 Charged against income Amounts reversed Amount used Other 803 (10,644) 4,439 21,843 (10,456) - Balance at 31 December 2008 206,254 53,565 Thousands of euros 4,422 (31) - (6) 4,203 Other provisions (4,725) 24,822 41,232 The “Provision for pensions and similar obligations” includes employee pension commitments covered with insurance policies in the sum of 174,659 thousand euros and 169,418 thousand euros at 31 December 2008 and 2007, respectively. 142 This section also includes a provision of 31,504 thousand euros and 42,147 thousand euros at 31 December 2008 and 2007, respectively, generated by the labour agreement on the establishment of a partial retirement system (see Note 2.13.1). The “Provisions for risks and contingent liabilities” caption corresponds to impairment losses on contingent liabilities. 24. Other liabilities Details of this caption of the balance sheets at 31 December 2008 and 2007 are as follows: Thousands of euros 2008 2007 Deferred income and accrued expenses Other liabilities 193,885 18,924 154,046 30,233 Total 212,809 184,279 24.1. Deferred income and accrued expenses At 31 December 2008 and 2007 this caption of the accompanying consolidated balance sheets is as follows: Thousands of euros 2008 2007 General expenses Other deferred income and accrued expenses 36,354 157,531 87,974 66,072 Total 193,885 154,046 Deferred income and accrued expenses 24.2. Other liabilities At 31 December 2008 and 2007 "Other liabilities" amounted to 18,924 thousand euros and 30,233 thousand euros, respectively, and basically comprised transfers received pending application. 25. Minority interests The breakdown by consolidated entity, of “Minority interests” in the consolidated balance sheets and “Profit attributed to minority interests” of the consolidated income statements of 2008 and 2007 is as follows: 2008 Thousands of euros Promocions Terres Cavades, SA TP Best 4000, SL Área Tres Procam, SL Procamvasa, SA Jale Procam, SL Aprosa Procam, SL Club de Golf Hacienda del Álamo, SL Informació i Tecnologia Catalunya, SL Other entities (amounts < 500 thousand euros) Total 2007 Attributed to minority interests Minority interests Minority interests 6,484 5,720 4,093 3,873 1,124 811 554 521 2 (431) (704) (96) (193) 415 (17) 73 289 (7,517) 32,737 1 4,951 23,469 (8,468) 53,141 5,173 1 6,486 6,173 1,297 3,970 1,700 313 465 Attributed to minority interests 2 (21) 27 333 (233) 12 102 At 31 December 2007 this item comprised the minority interest of Alcalá 120, Promociones y Gestión Inmobiliaria, S.L. amounting to 24,796 thousand euros. At 31 December 2008 Caixa Catalunya controlled 100% of this company. 143 Movement in “Minority interests” during 2008 and 2007 has been as follows: 2008 Thousands of euros Opening balance Alcalá 120, Promociones y Gestión Inmobiliaria, SL Promocions Terres Cavades, SA TP Best 4000, SL Seif Procam, SL Procamvasa, SA Premier Procam, SA Jale Procam, SL Area Tres Procam, SL Other entities (amounts < 500 thousand euros) Total 24,796 6,486 6,173 4,917 3,970 2,282 1,700 1,297 1,520 53,141 Result for Allocation the year of prior Change in attributed year’s capital to minority result interests (10) (24) (1,702) (29) (52) (5) - 2 (431) (5,495) (96) (1,752) (193) (704) 619 (1,203) 3,500 201 (8,468) 3,500 Consolidati on adjustment s Closing balance 1 (24,796) 6 2 1,971 28 (481) (378) 147 (23,501) 6,484 5,720 (309) 3,873 (3) 1,124 4,093 2,487 23,469 1 At 31 December 2007 this item comprised the minority interest of Alcalá 120, Promociones y Gestión Inmobiliaria, S.L. amounting to 24,796 thousand euros. At 31 December 2008 Caixa Catalunya controlled 100% of this company. 2007 Thousands of euros Opening balance Allocation of prior year’s result 21,286 6,483 2,971 2,992 3,656 2,872 1,524 1,139 (6,213) (12) 21 (658) 68 (392) 12 131 3,876 2 (21) 1,715 333 (138) (233) 27 3,098 (1,070) (388) 46,021 (8,113) Company Alcalá 120, Promociones y Gestión Inmobiliaria, SL Promocions Terres Cavades, SA TP Best 4000, SL Seif Procam, SL Procamvasa, SA Premier Procam, SA Jale Procam, SL Area Tres Procam, SL Other entities (amounts < 500 thousand euros) Total Result for the year Change in attributed capital to minority interests 5,173 Consolidatio n adjustments Closing balance 9,114 3,200 1,141 403 - (3,267) 13 2 (273) (87) (60) (6) - 24,796 6,486 6,173 4,917 3,970 2,282 1,700 1,297 - (120) 1,520 13,858 (3,798) 53,141 26. Valuation adjustments 26.1. Available-for-sale financial assets This caption of the accompanying consolidated balance sheets includes the amount, net of the tax effect, of changes in the fair value of the assets classified as available-for-sale which, as indicated in Note 2, must be classified as an integral part of the Group’s equity. These differences are recognised on the consolidated income statement when the assets which gave rise to them are sold. The most significant entries in this caption are detailed in Note 11. 144 26.2. Cash flow hedges This caption of the accompanying consolidated balance sheets includes the amount, net of the tax effect, of the changes in the fair value of the effective portion of financial derivatives designated as cash flow hedges (see Note 2.3). The most significant entries in this caption are detailed in Note 14. 26.3. Exchange differences This caption of the consolidated balance sheets includes the net amount of exchange differences arising on non-monetary items whose fair value is adjusted against equity arising on the translation to euros of the balances held in currencies other than the euro (see Note 2.4). 27. Reserves The breakdown by items of the balance of this caption in the consolidated balance sheets is: Thousands of euros 2008 2007 Revaluation reserves Royal Decree Law 7/1996 Fixed asset reserves Other reserves Reserves of the fully consolidated entities Reserves of entities accounted for using the equity method 278,336 2,200,538 80,867 (21,064) 283,022 1,793,366 69,218 (14,555) Total 2,538,677 2,131,051 Movement in the reserves of the Caixa Catalunya Group in 2008 and 2006 is as follows: Thousands of euros Balance at 1 January 2007 Distribution of prior year’s profit Transfers between reserve accounts and consolidation adjustments Revaluation reserves RDL 7/1996 Fixed asset reserves Other reserves Reserves of consolidated entities Total 76,233 284,955 1,443,255 45,602 1,850,045 - - 253,963 25,722 279,685 96,148 (16,661) (76,233) (1,933) 1,321 Balance at 31 December 2007 - 283,022 1,793,366 54,663 2,131,051 Distribution of prior year’s profit Transfers between reserve accounts and consolidation adjustments - - 407,238 5,681 412,919 Balance at 31 December 2008 - - (4,686) 278,336 (66) 2,200,538 (541) 59,803 (5,293) 2,538,677 In accordance with Royal Decree 7/1996, of 7 June, revaluation reserves will automatically qualify for unrestricted reserves after 10 years. Accordingly, this condition was met on 1 January 2007. 27.1. Reserves of fully consolidated entities The breakdown of “Equity – Reserves” of the consolidated balance sheets at 31 December 2008 and 2007, corresponding to the portion arising from the consolidation process itself, by entities that are fully consolidated in the accompanying annual accounts, is as follows: 145 Thousands of euros 2008 2007 Ascat Vida, SA Procam, SA Armilar Procam, SA Invercartera, SA Caixa Catalunya Gestión, SA Caixa Catalunya Administración y Gestión de empresas, SA Inpau, SA Procamvasa, SA Alcalá 120 Promociones y Gestión Inmobiliaria, SL Invercartera Internacional, SL Premier Procam, SA Invercartera Energía, SL Fodecor, SL Club Golf Hacienda El Alamo, SL Other entities (with reserves of < 500 thousand euros) The Gaudins Projects, SL Ascat Mediació Operador Bancassegurances, SL Caixa Catalunya Tel.Entrada, SL Proviure, SL Hipocat 11, FTA Cerbat, SL Hipocat 12, FTA Hipocat 10, FTA Pórtico Procam, SL Jale Procam, SL Hipocat 9, FTA Hipocat 8, FTA Gat FT Gencat 2007, FTA Gat FT Gencat 2006, FTA Other entities (with reserves of < -500 thousand euros) 35,911 30,229 8,089 7,452 4,528 3,891 3,321 2,602 1,319 1,263 937 627 600 573 2,207 (3,730) (2,707) (2,035) (1,910) (1,638) (1,274) (1,256) (1,196) (1,189) (790) (735) (706) (704) (694) (2,118) 8,051 58,896 5,855 2,889 2,777 2,631 2,216 (4,219) 1,477 1,608 549 283 (947) (3,289) (668) (2,359) (582) (1,530) (116) (20) (987) (998) (879) (1,420) Total 80,867 69,218 In accordance with IFRS 3 and coinciding with taking control of Armilar Procam, SA and Alcalá 120 Promociones y Gestión Inmobiliaria, SL, assets and liabilities have been revalued and the net effect of the part already controlled by the Caixa Catalunya Group has been recognised with a credit to reserves. 27.2. Reserves of entities accounted for using the equity method The breakdown of “Equity – Reserves” of the consolidated balance sheets at 31 December 2008 and 2007, corresponding to the portion arising from the consolidation process itself, by entities accounted for using the equity method in the accompanying annual accounts, is as follows: 146 Thousands of euros 2008 Construcciones de Tuberías Industriales, SL Puerto ciudad Las Palmas, SA Hujoceramic, SL Corporación Bética Inmobiliaria, SA Vertix Procam, SL Miyuki 200, SL Prasatur, SL Promociones MRA Procam, SA Sanidad y residencias 21, SA Prasa y Procam, SL Other entities (with reserves of < 500 thousand euros) Unión Sanyres, SL Espais Catalunya Inversions Immobiliàries, SL Garveprasa, SGPS; SA Avenis Procam, SL Sanyres Sur, SL Adendia Procam, SL Centros Residenciales Sanyres Sur, SL Tradehi, SL Torca Procam Polska SP. Zoo Meridional Solar, SL Pronorte Uno Procam, SA Other entities (with reserves of < -500 thousand euros) Total 2007 4,361 2,867 2,005 2,004 1,392 1,032 1,019 1,007 541 539 1,357 (8,248) (7,975) (7,100) (2,327) (2,106) (1,887) (1,408) (1,230) (670) (598) (580) (5,059) 879 399 743 2,158 1,817 1,031 1,170 1,175 211 702 (1,771) (6,984) (5,890) (571) (435) (532) (783) (1,352) (524) (41) (2,183) (3,774) (21,064) (14,555) 28. Tax matters 28.1. Tax consolidation In accordance with prevailing legislation, the consolidated tax group includes Caixa Catalunya as the parent and, as investees, the Spanish entities so-qualifying under consolidation tax regulations. The tax group therefore consists of Caixa Catalunya and other group entities in which it has a shareholding of 75% or more. In compliance with business law and Bank of Spain regulations, income tax on accounting profit was expensed on an accruals basis in the consolidated income statement. As a result of differences between accounting and tax standards, income tax on accounting profit does not match the amount payable to the tax authorities. This makes it necessary to recognise deferred income tax assets for the excess of tax paid over tax due, and deferred income tax liabilities for the excess of tax due over tax paid. 28.2. Years open for review At 31 December 2008, the periods 2004 and beyond were open for review of the main taxes applicable to the Caixa Catalunya Group by the tax authorities. In 2003, the tax inspection of the consolidated tax group by the tax authorities for income tax, VAT, personal income tax withholdings and payments of account (employees and professionals) and tax on investment income for 1998, 1999 and 2000 came to an end. The inspection of these taxes and periods, except for Ascat Vida, SA de Seguros y Reaseguros, (which also included income tax for 1997), extended to Caixa Catalunya and the following entities: Ascat Vida, SA, Caixa Catalunya Gestión, SGIIC, SA, Leasing Catalunya EFC, SA, Caixa Catalunya Pensiones, EGFP, SA, Factorcat, EFC, SA and Invercatalunya Tecnología, SL. In 2007, the tax authorities started an inspection of Caixa Catalunya and Ascat Vida, SA de Seguros y Reaseguros of fiscal years from 2002 to 2004 in relation to income tax, and from August 2003 to December 2004 for VAT and personal income tax withholdings and payments on account (employees and professionals), tax on investment income, and non-residents income tax. The authorities also started inspections of Ascat Mediació Operador Bancassegurances Vinculat, SL in relation to its income tax assessments for 2002 to 2004 and VAT filings from August 2003 to December 2004. 147 In 2008, the tax assessments resulting from the inspection started by the tax authorities in 2007 of taxes for 2002, 2003 and 2004 has been signed. These assessments did not give rise to any tax liabilities for the Caixa Catalunya Group. The remaining investees have the previous four years or all years since their start of activity open for inspection for all applicable taxes. Due to the varying interpretations which can be made of applicable tax legislation, the results of the ongoing tax inspection and of potential inspections in the future of the remaining years open to inspection, may give rise to certain tax liabilities which cannot be objectively quantified at present. Nonetheless, the Caixa Catalunya Group considers it unlikely that these items will generate significant liabilities in addition to those already provisioned. 28.3. Reconciliation of accounting profit to taxable income Details of “Income tax” on the consolidated income statement for 2008 and 2007 are provided below: Thousands of euros 2008 2007 Income tax expense for the year Adjustment of income tax from prior years 12,658 7,008 102,849 (2,086) Total income tax expense 19,666 100,763 The reconciliation of the income tax expense for the year recognised in the consolidated income statements for 2008 and 2007 to the pre-tax profit for the same years using the tax rate in force in Spain is as follows: Thousands of euros 2008 Pre-tax profit 2007 204,866 593,855 Profit taxed at prevailing tax rate (30% in 2008 and 32.5% in 2007) Effect of permanent differences: Generated during in the consolidation process Allocation to Community Projects Other 61,460 193,003 30,078 (15,000) (23,282) (7,011) (24,375) 8,317 Deductions and rebates generated by: Double taxation on dividends Other (30,685) (9,913) (44,122) (22,963) Income tax expense for the year 12,658 102,849 Change in deferred tax assets and liabilities: Impairment losses Other (300) 66,633 24,606 (15,083) (71,003) (146,351) 7,988 (33,979) Income tax payments and withholdings Income tax expense Over recent years, Caixa Catalunya has benefited from a deduction due to reinvestment of extraordinary gains under Article 42 of Royal Decree Law 4/2004, which breaks down as follows: Thousands of euros Year 2003 2004 2005 2006 2007 2008 Gain Year of reinvestme nt 7,173 386 336 12,790 143,372 76,329 2003 2004 2005 2005 & 2006 2007 2008 148 28.4. Taxes recognised in equity In addition to the income tax expense recognised in the consolidated income statement, in 2008 and 2007 the Caixa Catalunya Group recognised certain valuation adjustments, net of the tax effect, in equity and also recognised this effect as deferred tax liabilities: Thousands of euros 2008 Unrealised capital gains on available-for-sale securities Cash flow hedges Losses of entities accounted for using the equity method Exchange differences Total 2007 10,370 (990) (5,205) 4 352,822 4,375 (689) 4,179 356,508 The most significant items comprising deferred taxes in connection with unrealised capital gains on availablefor-sale securities are described in note 11. 28.5. Deferred taxes Pursuant to current tax legislation in Spain and countries in which the Caixa Catalunya Group operates, in 2008 and 2007 there are certain temporary differences which must be taken into account when quantifying the related income tax expense. The deferred tax assets/liabilities recognised in the consolidated balance sheets at 31 December 2008 and 2007 arose from the following items: Thousands of euros Deferred tax assets arising on: 2008 2007 Timing differences in recognising income and expenses for accounting and tax purposes Impairment losses recognised on financial debt instruments Fee reclassification Pension plan Other provisions 199,175 10,046 11,633 178,369 196,100 12,052 16,020 87,961 Total 399,223 312,133 Thousands of euros Deferred tax assets arising on: 2008 2007 Property revaluation Equity valuation adjustments Other Total 134,320 8,209 12,932 135,195 352,822 10,920 155,461 498,937 In 1996, Caixa Catalunya revalued its property and equipment as per Royal Decree Law 7/1996 of 7 June. During the revaluation, the maximum coefficients authorised by the Royal Decree Law were applied. The revaluation resulted in a surplus of 79,586 thousand euros for Caixa Catalunya and of 14,828 thousand euros for Community Projects, hence generating a total increase in property and equipment of 94,414 thousand euros. At 1 January 2007, 10 years from the revaluation date, the amounts recognised in the “Revaluation reserves Royal Decree-Law 7/1996, of 7 June” and “Revaluation reserves Royal Decree-Law 7/1996, 7 June – Community Projects” captions were transferred to unrestricted reserves. The increase in value resulting from the revaluation will be depreciated over the remaining tax periods of the useful lives of the revalued assets. This revaluation increased depreciations in 2008 and 2007 by 723 thousand euros and 790 thousand euros, respectively. In 2005, upon first-time application of IFRS and Bank of Spain Circular 4/2004, Caixa Catalunya revalued its properties by 447,140 thousand euros. This gain, net of the tax effect, has been recognised under “Revaluation of property and equipment” and “First-time application property reserve” captions. The increase in value resulting from the revaluations will be depreciated over the tax periods of the estimated useful lives of the revalued items. This revaluation increased depreciation in 2008 and 2007 by 2,862 thousand euros and 2,864 thousand euros, respectively. 149 In 2001, pursuant to the labour agreement of 27 December, 2000 (see Notes 2.13 and 23), almost the entire amount redeemed from insurance policies contributed to the pension fund became tax deductible within the established limits. Thus, the corresponding deferred tax asset (for the part corresponding to premiums paid) was recognised. Pursuant to tax law, this asset can be allocated in ten parts for calculating income tax from 2001 onwards. 28.6. Provisions for taxes and other legal contingencies “Provisions – Provisions for taxes” in the consolidated balance sheets at 31 December 2008 and 2007 was 22,437 thousand euros and 23,132 thousand euros, respectively. This caption includes provisions for tax assessments signed in disagreement and other provisions for contingencies with other public bodies. Provisions for taxes Thousands of euros Balance at 31 December 2006 23,044 Charged against income Amounts reversed Amount used 977 (517) (372) Balance at 31 December 2007 23,132 Charged against income Amounts reversed Amount used 880 (1,575) Balance at 31 December 2008 22,437 29. Community Projects Details of the consolidated balance sheet captions that include the assets and liabilities of Caixa Catalunya’s Community Projects, together with the respective balances at 31 December 2008 and 2007 are provided below: Thousands of euros 2008 2007 Assets Property and equipment – Assigned to Community Projects (Note 18) Fixtures and fittings Properties 115,863 35,454 80,409 106,990 29,682 77,308 Total 115,863 106,990 Liabilities Community Projects Fund Provision/Revaluation reserves Maintenance expenses Other liabilities 162,963 209,039 (57,528) 11,452 147,532 190,396 (56,357) 13,493 162,963 147,532 Total Changes in " Community Projects Fund” in 2008 and 2007 were as follows: Thousands of euros 2008 2007 Opening balance Application of prior year’s surplus Maintenance expenses Other 147,532 75,000 (57,528) (2,041) 133,175 70,000 (56,357) 714 Closing balance 162,963 147,532 150 30. Contingent risks and contingent liabilities and other information 30.1. Contingent risks Financial guarantees are understood to be amounts that must be paid on behalf of third parties if they are not paid by the party who is initially required to do so, in response to the commitments undertaken in the course of their ordinary activity. Details of the maximum risk assumed by the Caixa Catalunya Group in connection with these financial guarantees at 31 December 2008 and 2007 are as follows: Thousands of euros 2008 Guarantees and other sureties provided Financial guarantees Other guarantees and sureties Irrevocable documentary credits Confirmed documentary credits Total 2007 3,042,508 400,142 2,642,366 82,966 952 3,490,406 173,890 3,316,516 103,178 2,052 3,126,426 3,595,636 A significant part of these amounts will mature without producing payment obligations for the Caixa Catalunya Group. Hence, the total balance of these commitments cannot be considered a real future need for financing third parties by the Caixa Catalunya Group. The income obtained on guarantee instruments is recorded on the consolidated income statement for 2008 and 2007 under “Fees and commission income” and “Interest and similar income” (in amounts corresponding to the discounted value of the fees) and is calculated by applying the contractual interest rate of the guarantee to the nominal value of the guarantee. The provisions required to cover these guarantees were calculated using the criteria used to calculate the impairment of financial assets at amortised cost, and were recognised in the “Provisions – Provisions for risks and contingent liabilities” caption of the consolidated balance sheets (see Note 23). 30.2. Pledged assets At 31 December 2008 and 2007 assets owned by the Caixa Catalunya Group secured transactions entered into by the latter or third parties, as well as diverse liabilities and contingent liabilities. At 31 December 2008 and 2007 the breakdown of financial assets issued to securitise these liabilities or contingent liabilities and similar was as follows: Thousands of euros 2008 2007 Customer loans Debt securities Other equity instruments 152,000 9,629,655 - 50,000 5,489,087 14,100 Total 9,781,655 5,553,187 At 31 December 2008 and 2007 9,751,655 thousand euros and 5,207,045 thousand euros, respectively, of government debt was pledged to guarantee up to a maximum limit of 8,917,457 thousand euros and 4,999,801 thousand euros, respectively, extended by the European Central Bank. 30.3. Contingent liabilities At 31 December 2008 and 2007 the limits on financing contracts extended and the amounts drawn down thereunder, for which the Caixa Catalunya Group had assumed a credit commitment greater than the amount recognised on the asset side of the corresponding balance sheet, were as follows: 151 Thousands of euros 2008 Contingent liabilities Immediately drawable Credit entities Public sector Other resident sectors Other non-resident sectors 2007 10,327,880 3,034,869 45,949 70,233 2,876,911 41,776 12,371,359 3,740,797 24,568 308,515 3,326,187 81,527 Conditionally drawable Other resident sectors 7,293,011 7,293,011 8,630,562 8,630,562 Other commitments 1,004,008 1,135,918 11,331,888 13,507,277 Total 30.4. Third-party funds managed and marketed by the Caixa Catalunya Group and securities depository The breakdown of off-balance-sheet funds managed by the Caixa Catalunya Group at 31 December 2008 and 2007 is as follows: Thousands of euros 2008 2007 Mutual funds Pension funds Discretional portfolio management Sold but not managed by the Group 3,065,316 1,249,138 719 266 4,116,794 1,527,533 5,909 717 4,315,439 5,650,953 Total 30.5. Asset securitisations In 2008 and 2007, as in previous years, the Caixa Catalunya Group converted a portion of its homogenous loan and receivables portfolios into debt securities by transferring the assets to various securitisation funds set up for this purpose, the participants of which substantially assume the risks and rewards inherent to the securitised assets (i.e. essentially transferring the associated underlying credit risk). Details of securitised assets outstanding at 31 December 2008 and 2007 are as follows: 152 Thousands of euros 2008 2007 Assets securitised before 1 January 2004 675,821 785,078 Hipocat 2 Fondo Titulización Hipotecaria Hipocat 3 Fondo Titulización Hipotecaria Hipocat 4 Fondo Titulización Activos Hipocat 5 Fondo Titulización Activos Ayt FTGencat I Fta Hipocat 6 Fondo Titulización Activos 57,222 87,885 212,414 6,904 311,396 29,227 71,011 98,066 235,493 9,871 341,410 13,547,564 7,593,453 Hipocat 7 Fondo Titulización Activos Hipocat 8 Fondo Titulización Activos Hipocat 9 Fondo Titulización Activos Gat Ftgencat 2005 Hipocat 10 Fondo Titulización Activos Gat Ftgencat 2006 Hipocat 11 Fondo Titulización Activos Gat Ftgencat 2007 Hipocat 12 Fondo Titulización Activos Hipocat 14 Fondo Titulización Activos Hipocat 15 Fondo Titulización Activos Hipocat 16 Fondo Titulización Activos Financat 1 Fondo Titulización Activos MBSCat 1 Fondo Titulización Activos Gat FTGencat 2008 Fondo Titulización Activos Pymecat 2 FtpymeFondo Titulización Activos Hipocat 17 Fondo Titulización Activos 637,663 850,096 671,655 92,758 1,141,080 243,927 1,353,714 327,334 1,438,590 942,220 1,152,061 772,039 928,418 1,039,326 373,821 484,724 1,098,138 700,680 941,161 740,357 130,349 1,265,303 321,715 1,506,450 391,988 1,595,450 - Total 14,223,385 8,378,531 Assets securitised after 1 January 2004 (Notes 12.1 and 21.3.1) In accordance with transitional provision one of Bank of Spain Circular 4/2004, it is not necessary to recognise financial assets and liabilities, other than derivatives, securitised before 1 January 2004 and previously derecognised under then prevailing legislation, unless they were recognised in connection with a subsequent transaction or event. At 31 December 2008 the bonds of the securitisations established before 1 January 2004 sold on the market and those not sold on the market have amounted to 567,917 thousand euros and 97,122 thousand euros, respectively. Furthermore, at 31 December 2008 the bonds of the securitisations established after 1 January 2004 sold on the market and those not sold on the market have amounted to 4,536,046 thousand euros and 9,490,784 thousand euros, respectively. 30.6. Reclassification of financial instruments During 2008 the Caixa Catalunya Group has not reclassified any financial instruments between portfolios, except for the movement between Available-for-sale financial assets and Held-to-maturity investments (see Notes 11 and 13). 153 31. Geographical breakdown of branches All branches of the Caixa Catalunya network offer the full range of products and services to their customers. The geographical distribution of branches at 31 December 2008 and 2007 is as follows: Catalonia Madrid Community of Valencia Andalusia Canary Islands Murcia Balearic Islands Basque Country Aragón Castile and Leon Castile-La Mancha Galicia Navarre Extremadura La Rioja Asturias Cantabria France Total 2008 2007 752 126 113 72 26 23 17 16 12 11 10 9 5 4 2 2 2 1 753 125 113 71 26 23 15 14 11 11 8 8 5 4 2 1 1 1 1,203 1,192 32. Interest and similar income This item in the accompanying consolidated income statements includes the interest accrued in the year on financial assets with implicit or explicit returns obtained by applying the effective interest method, except derivatives, and regardless of whether or not they are carried at fair value, together with the adjustments to income arising from accounting hedges. Interest income is recognised gross, i.e., without deducting any applicable tax withholdings at source. The most significant interest and similar income accrued in 2008 and 2007 by origin is as follows: Thousands of euros 2008 2007 Balances with central banks Due from banks Customer loans Debt securities Doubtful assets Adjustment to income due to hedging transactions Other returns 24,755 91,313 2,839,433 284,544 71,722 28,866 2,675 18,198 254,933 2,352,071 272,923 23,149 11,274 3,663 Total 3,343,308 2,936,211 The table below provides details of amounts recognised under “Interest and similar income” in the 2008 and 2007 consolidated income statements, classified by the portfolio of financial instruments in which they are recognised: 154 Thousands of euros 2008 Cash and balances with central banks Financial assets at fair value through profit and loss Held for trading Other financial assets at fair value through profit or loss Available-for-sale financial assets Loans and receivables Held-to-maturity investments Other returns Total 2007 24,755 18,198 19,465 17,493 116,304 110,775 1,972 156,597 3,139,673 143 2,675 5,529 63,470 2,734,576 3,663 3,343,308 2,936,211 33. Interest and similar expenses This caption in the accompanying consolidated income statements includes the interest accrued in the year on financial liabilities with implicit or explicit returns, including the interest arising from payments in kind, obtained by applying the effective interest method, together with the cost adjustments arising from accounting hedges and the cost for interest attributable to existing pension funds. The breakdown of this caption in the consolidated income statements for 2008 and 2007 is as follows: Thousands of euros 2008 Central bank deposits Due from banks Customer deposits Marketable debt securities Subordinated debt Adjustment to expenses due to hedging transactions Other expenses 225,150 221,481 874,878 1,016,161 63,232 45,044 6 26,191 408,906 707,219 904,007 40,847 (6,494) 108 2,445,952 2,080,784 Total 2007 The table below provides details of amounts recognised under “Interest and similar expenses” in the consolidated income statements for 2008 and 2007, classified according to the portfolio of financial instruments in which they are recognised: Thousands of euros Financial liabilities at amortised cost Other costs Total 2008 2007 2,445,946 6 2,080,676 108 2,445,952 2,080,784 34. Income from equity instruments This caption of the consolidated income statement includes the dividends and returns on equity instruments corresponding to income generated by entities other than the Caixa Catalunya Group after the investment was acquired. The breakdown of this caption of the consolidated income statements for 2008 and 2007, by portfolio, is as follows: 155 Thousands of euros 2008 Held for trading Available-for-sale financial assets Total 2007 505 44,592 786 52,629 45,097 53,415 35. Income of entities accounted for using the equity method The breakdown, by company, of this caption of the consolidated income statement for 2008 and 2007 is as follows: Thousands of euros 2008 2007 Associates 2,943 3,444 Hujoceramic, SL Hidrodata, SA Hidroeléctrica del Noguera Comomin de tuberias, SL Tradehi, SL Construcciones Tuberías Industriales, SA Riofisa, SA Other entities (with income/(losses) < 300 thousand euros) 1,135 770 435 344 334 (531) - 1,263 747 558 495 456 381 Jointly controlled entities (68,963) 21,698 Riofisa Procam, SL Miyuki 2000, SL Provicat Sant Andreu, SA Espais Catalunya Inversions immobiliàries, SL Elecdey Carcelen, SA Inmobiliaria Monteboadilla, SL Parque Eólico los Pedreros, SL Baring Private Equity Partners España, SA Nova Terrasa-3, SL Sanidad y residencias 21, SA Vicsan-Procam, SL Centros Residenciales Sanyres Sur, SL Garveprasa SGPS, SA Nova Egara-Procam, SL Cerbat, SL Eugesa Procam, SL Nou Mapro, SA Prasa y Procam, SL Promociones MRA Procam, SA Sanyres Sur, SL Millennium Procam, SL Torca Procam Polska SP.Zoo Pronorte Uno Procam, SA Corporación Bética Inmobiliaria, SA Prasatur, SL Armilar Procam, SL Adendia Procam, SL Euro Lendert, SL Avenis Procam, SL Vertix Procam, SL Other entities (with income/(losses) < 300 thousand euros) 2,618 2,428 1,471 1,401 749 451 390 385 (503) (541) (765) (845) (853) (995) (1,049) (1,240) (1,287) (1,351) (1,755) (2,248) (2,290) (2,424) (3,395) (3,667) (4,185) (4,901) (5,335) (11,171) (11,229) (15,157) 3,002 3,860 (1,244) 1,458 314 (548) 6,581 (499) 1,242 3,804 (2,220) 2,440 (3,154) (3,168) 11,823 (1,123) (1,627) 1,616 (1,670) (859) (66,020) 25,142 Total 156 36. Fee and commission income The most significant fee and commission income recognised in 2008 and 2007, by type of service generating this income, as well as the consolidated income statement captions under which they were recognised, are as follows: Thousands of euros 2008 2007 Interest and similar income (Note 32) Financial fees included in the effective interest rate 71,857 73,763 Total 71,857 73,763 26,689 10,096 192,703 27,774 4,181 174,862 9,609 1,621 10,360 1,963 41,463 20,731 11,434 81,009 55,941 19,302 18,259 59,340 395,355 371,982 Other operating income (Note 40) Financial fees used to offset direct costs 12,734 18,287 Total 12,734 18,287 Fee and commission income Contingent liabilities Contingent commitments Payment and collection services Investment services and complementary activities Exchange of foreign currencies and banknotes Marketing and sale of non-banking financial products Account maintenance and administration Early loan repayment Other fees and commissions Total 37. Fee and commission expense The table below details fee and commission expense accrued in 2008 and 2007, classified by the main services generating these expenses: Thousands of euros 2008 Assigned to other entities and correspondents Credit card billing Securities transactions Other fees and commissions Total 2007 8,441 31,104 2,441 2,944 6,842 34,088 2,615 5,469 44,930 49,014 38. Gains/(losses) from financial assets and liabilities This caption of the consolidated income statement recognises valuation adjustments on financial instruments, except for those attributable to interest accrued by applying the effective interest method to exchange rate variations and valuation adjustments for available-for-sale assets, and the income obtained on their acquisition or sale. The breakdown, by portfolio of origin, of the balance of “Gains/(losses) on financial assets and liabilities” in the accompanying consolidated income statements is as follows: 157 Thousands of euros 2008 2007 Financial assets at fair value through profit or loss Held for trading Other financial instruments at fair value through profit or loss Available-for-sale financial assets Loans and receivables Other Micro-hedges Hedged items Hedging derivatives Macro-hedges Hedged items Hedging derivatives (53,796) (54,505) (55,672) (54,064) 709 98,459 1,000 3,274 (1,608) 10,727 (850) 9,867 Total (21,185) 16,189 (126,692) 131,922 (363,993) 372,263 30,163 (25,526) 48,937 (35,928) The “Other” caption includes the change in the fair value of fair value hedges and in items hedged by fair value hedges (see Note 2.3). In 2008 own bonds with a nominal of 674,922 thousand euros have been repurchased, generating gains of 63,111 thousand euros. During 2008 0.72% of France Telecom España, SA has also been sold at a profit of 46,782 thousand euros (see note 11). 39. Exchange differences At 31 December 2008 and 2007 “Exchange differences (net)” amounted to 20,514 thousand euros and 30,363 thousand euros, respectively. These balances correspond essentially to forward rate agreements and spot transactions. 40. Other operating income Details of this caption in the consolidated income statements for 2008 and 2007 are as follows: Thousands of euros 2008 2007 Insurance business Net premiums Reinsurance income Sale and income from provision of non-financial services Real estate Ticket sales Other services Other Insurance brokerage Income from investment properties (Note 18.2) Financial fees compensating direct costs (Note 36) Other products 927,668 922,028 5,640 168,231 165,412 817 2,002 41,450 7,887 2,572 12,734 18,257 693,383 687,966 5,417 330,449 324,953 765 4,731 54,847 12,099 2,443 18,287 22,017 1,137,349 1,078,678 Total 158 41. Other operating expenses Details of this caption of the consolidated income statements for 2008 and 2007 are as follows: Thousands of euros 2008 2007 Insurance business 970,851 713,833 Claims paid and other insurance-related expenses Direct insurance Ceded reinsurance Net provisions for insurance contract liabilities Uncollected premiums Mathematical provisions Unearned premiums and unexpired risks Claims provisions Cost of sales Real estate 894,811 901,941 (7,130) 76,040 (13) 96,290 1,319 (21,556) 138,893 138,893 741,182 745,709 (4,527) (27,348) 35 (12,364) 5,445 (20,464) 268,720 268,720 15,622 9,498 368 5,756 13,003 7,284 335 5,384 1,125,366 995,556 Other Contribution to Deposit Guarantee Fund (Note 1.8) Investment property operating expenses (Note 18.2) Other Total 42. Administrative expenses 42.1. Personnel expenses “Personnel expenses” in the consolidated income statements for 2008 and 2007 are as follows: Thousands of euros 2008 Wages and salaries Social security Transfers to external pension funds Termination benefits Training expenses Other personnel expenses Total 2007 348,606 70,386 18,712 2,749 7,424 2,409 320,740 65,490 17,832 913 8,440 2,912 450,286 416,327 Contributions to external pension funds include the expense recorded on the consolidated income statement for contributions to defined contribution pension plans, which totalled 14,743 thousand euros and 13,295 thousand euros at 31 December 2008 and 2007, respectively. Caixa Catalunya’s average headcount in 2008 and 2007 has been as follows: 159 2008 Men Women 2007 Total Men Women Total Professional Levels I to II Levels III to V Levels VI to VII Levels VIII to X Levels XI to XIII Professional 3,900 71 1,594 1,189 420 626 11 2,839 7 227 552 734 1,319 1 6,739 78 1,821 1,741 1,154 1,945 12 3,851 70 1,501 1,157 439 684 14 2,626 5 211 450 689 1,271 1 6,477 75 1,712 1,607 1,128 1,955 15 Total 3,911 2,840 6,751 3,865 2,627 6,492 Levels I to VI include managers and higher-level skilled workers, and Levels VII to XIII include first- and second-category skilled workers and auxiliary workers. This caption on the consolidated income statement contains the item for post-employment commitments explained in Note 2.13.1. In 2008 and 2007, there was a balance for payments in kind related to employee loans granted at below market rates of 10,791 thousand euros and 10,131 thousand euros, respectively. The average headcount of investees (group entities) is 742 and 695 employees in 2008 and 2007, 322 and 420 of whom were women and men, respectively (315 and 380 in 2007). 42.2. Other general administrative expenses Details of this caption of the consolidated income statements for 2008 and 2007 are as follows: Thousands of euros 2008 2007 IT Communications Advertising Buildings and facilities Taxes other than income tax Rental Outsourced administrative services Technical reports Other administrative expenses 24,934 18,895 15,971 29,504 10,979 24,006 45,368 15,555 30,888 30,316 17,989 25,747 29,024 9,708 22,612 37,623 20,627 36,987 216,100 230,633 Total In 2008 the ”Technical reports” caption includes 1,564 thousand euros for the fees and expenses of Deloitte, SL, in connection with the audit of the consolidated and individual annual accounts of each of the Spanish group entities and the limited review of the summarised consolidated financial statements for the period ended 30 June 2008. Deloitte, SL has also invoiced 477 thousand euros, basically for issuing reports required by regulatory bodies mainly in relation to the Caixa Catalunya Group’s adaptation to the New Basel Capital Accord (BIS II), as well as 241 thousand euros in fees for consultancy provided by Deloitte, SL’s lines of service and related entities at 31 December 2008. Total fees paid to Deloitte, SL and its related companies account for less than 1% of turnover. 160 43. Gains/(losses) on sale of non-current assets held for sale not classified as discontinued operations Details of these captions of the consolidated income statements for 2008 and 2007 are as follows: Thousands of euros 2008 2007 Gains Losses Gains Losses On sale of property, plant On sale of equity 3,555 512,039 148 - 1,799 - 4,918 - Total 515,594 148 1,799 4,918 During 2008 the investment in Abertis, SA has been sold at a profit of 512,039 thousand euros (see note 11). 44. Related party transactions As supplementary information to that disclosed in Note 7 on balances and transactions entered into with the members of the Board and Senior Management of Caixa Catalunya, the table below indicates the balances recognised in the consolidated balance sheets at 31 December 2008 and 2007 and in the 2008 and 2007 consolidated income statements that arise from transactions with associates, jointly-controlled entities and other related parties: 2008 Thousands of euros BALANCE SHEET Assets Customer loans Securities portfolio Other financial assets Associates and jointlycontrolled entities 2007 Directors and key management and other related parties Associates and jointlycontrolled entities Directors and key management and other related parties 1,060,969 202,792 428 19,070 - 1,300,096 262,472 602 25,561 - 56,859 13,727 36,702 3,317 INCOME STATEMENT Expenses Interest and similar charges 1,381 913 1,193 102 Income Interest and similar income Fees and commissions 61,867 952 1,189 24 50,511 1,560 878 - 417,507 - 6,026 5,142 - 626,295 - 14,681 10 - Liabilities Customer deposits OTHER Post-employment obligations Contingent liabilities Commitments Financial derivatives Caixa Catalunya has no pension commitments for former or current members of the Governing Bodies for their status as such. However, it has taken out an accident insurance policy for all members of the Governing Bodies for the duration of their service, the premiums of which amount to 19 thousand euros in 2008 and 2007. The insured principal in the event of death or disability is 150 thousand euros per person in 2008 and 2007. As regards the remuneration of members of the Governing Bodies and management for participating on behalf of the Caixa Catalunya Group in listed companies or companies in which the Entity has a significant presence or representation, this participation is not personal, except in the case of representation with the Spanish 161 Confederation of Savings Banks, Cedinsa Concesionaria, SA and Volja Plus, SL, but rather on behalf of Caixa Catalunya. Accordingly, this remuneration is always paid to the Entity and not to the appointed individual. All loans, guarantees or sureties extended to members of the Board, members of the Control Committee, the General Manager or to their spouses, ascendants, descendants and entitled family members, or to entities in which the above listed have a majority shareholding, whether individually or jointly, and in which they act as chairperson, board member, administrator, manager, general manager or similar, must be authorised by the Board of Directors of Caixa Catalunya and notified to the Department of Economics and Finance of the Generalitat de Catalunya, which must give its express consent thereto. 45. Customer service Caixa Catalunya’s customer service department was set up in 1989, long before it was made compulsory by the Bank of Spain in 2004. In 2004, Caixa Catalunya introduced the modifications required under Law 44/2002, of 22 November, on measures for the reform of the financial system, Royal Decree 303/2004 of February, enacting regulations to establish ombudsmen for the protection of financial services clients, and Order ECO/734/2004, of 11 March, on customer service departments and ombudsmen for financial entities. Accordingly, this service was consolidated and standardised in 2005. The total number of claims handled by the Customer Care Service in 2008 was 939, including those related to investees that, given their lines of business, are also subject to the above legislation. Of this total, 706 claims were admitted for consideration and resolved, 13 were processed and were pending resolution at year end, four were pending additional information at year end and 216 were dismissed, primarily on account of errors in presentation, because they had been processed through other means or had been passed on to the ombudsman, in accordance with prevailing regulations. In all, 721 cases were resolved during the year (706 processed and resolved in 2008, plus 15 held over from 2007), 70% of which were dismissed and 27% upheld either totally or partially. In the remaining 3% of cases, either no ruling was made or the claimant withdrew his or her complaint. Details of the complaints received in 2008 are as follows: Company Complaints received Complaints resolved Compensation paid (thousands of euros) Caixa Catalunya Caixa Catalunya Gestión Ascat Vida Ascat Mediación Ascat Seguros Generales 823 13 52 9 42 652 11 18 5 35 148 1 6 Total 939 721 155 The types of complaints made in 2008 were: Type of complaints Number Financing products Services Drawdown products Savings/investment products Cards and POS terminals ATM network Insurance Branch network Distance banking Unfounded 216 172 136 145 62 38 78 44 31 17 Total 939 162 The total number of cases received by the Ombudsman for Catalan Savings Banks in 2008 totalled 274, including those from investees. During the year, 61% of cases were dismissed, 25% were totally or partially upheld, 2% were withdrawn by the claimant, and the remaining 12% were unfounded. The average length of time taken to resolve cases was 34 days. A summary of complaints submitted to the Ombudsman for Catalan Savings Banks in 2008 is as follows: Complaints received Company Caixa Catalunya Ascat Vida Caixa Catalunya Gestión Ascat Seguros Generales 197 65 3 9 Total 274 The types of complaints made in 2008 were: Type of complaints Number Asset transactions Liability transactions Insurance and pension funds Other products Payment and collection services Investment services Unfounded Inadmissible Total 52 52 76 31 26 13 12 12 274 163 AUDITING REPORT - 2008 -
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