SNS REAAL Groep Jaarverslag 2003
Transcription
SNS REAAL Groep Jaarverslag 2003
Annual Report 2004 A retail approach based on social values The call in society for sustainability is growing increasingly louder. Corporate social responsibility is no longer a thing of the future. It’s here and now. At SNS REAAL Group social concerns play an important role too. Our social involvement is expressed in a whole range of activities focused on retail. It’s reflected in the accessibility of our services, the transparency of our communication and our ethical consciousness, our broad concern for sustainability but also the way we treat our employees. To work from a base of social values matches our retail mentality perfectly. It fits seamlessly with our daily way of thinking and doing. Annual Report 2004 SNS REAAL Group Concern Communication Investor Relations Croeselaan 1 P.O. Box 8444 3503 RK Utrecht The Netherlands Telephone +31 30 291 52 00 www.snsreaalgroup.com Telephone +31 30 291 48 76 Fax +31 30 291 48 49 [email protected] Telephone +31 30 291 51 02 Fax +31 30 291 51 32 [email protected] Registered at the Trade Register of the Utrecht Chamber of Commerce under no. 16062627 SNS REAAL GROUP Annual Report 2004 1 Contents SNS REAAL Group in brief Key figures General Management Commercial structure Foreword from the Chairman of the Group Executive Board 5 6 7 10 Report of the Supervisory Board 13 Report of the Group Executive Board 17 18 19 35 45 47 54 56 59 61 63 2004 headlines Strategy and policy Financial developments Corporate governance Risk management Investment portfolio of REAAL Verzekeringen Funding Socially responsible business practice Personnel and Organisation Outlook 2004 Financial statements Consolidated balance sheet Consolidated profit and loss account Consolidated cash flow statement General notes Notes to the consolidated balance sheet Notes to the consolidated profit and loss account Consolidated balance sheet of SNS Bank Consolidated profit and loss account of SNS Bank Consolidated balance sheet of REAAL Verzekeringen Consolidated profit and loss account of REAAL Verzekeringen Company balance sheet of SNS REAAL Groep N.V. Company profit and loss account of SNS Reaal Groep N.V. Notes to the company balance sheet of SNS REAAL Groep N.V. Main Group companies List of other main equity participations Other information Profit appropriation under the articles of association Auditor’s report Additional information Curricula vitae of members of the Supervisory Board Additional responsibilities of Group Executive Board members 2 3 4 SNS REAAL GROUP Annual Report 2004 65 66 67 68 70 77 101 110 111 112 114 118 119 120 124 125 127 128 128 129 130 131 SNS REAAL Group in brief Mission SNS REAAL Group wants to be the favourite financial retail specialist in the Netherlands. To achieve this, we offer a coherent package of innovative banking, investment and insurance products. A package that is tuned to the demands of today and tomorrow. In this context, we focus on the Dutch private individual and small and medium-sized business markets – jointly referred to as the ‘retail-plus’ market – via multiple brands and diverse distribution channels. Business principles Strategic goals The SNS REAAL Group employees are: § Client oriented § Professional § Honest § Socially committed § Profile § SNS REAAL Group is an innovative retail banking and insurance provider with total assets of € 55 billion and more than 5,200 employees (FTEs). It serves its private and business clients mainly through its main brands of SNS Bank and REAAL Verzekeringen. SNS Bank serves its clients through its own branch offices, independent intermediaries, the internet and the telephone. REAAL Verzekeringen markets its products and services through independent intermediaries. § § § Commercial goals (2005-2007) § § SNS REAAL Group attaches great value to the principle of socially responsible – or ethical – business practice. This is demonstrated by the development of sustainable savings, investment and insurance products, conducting specialised social investment research and sponsoring at national, regional and local levels. Increase market share in mortgages (numbers, new production) to 12% (2004: 9.1%) Increase market share in savings to 6.3% (2004: 5.7%) Increase market share in individual life insurance policies (new production, regular premium policies) to 15% (2004: 12.6%) Financial goals § § In addition to the two main brands, SNS REAAL Group also includes various sales labels that operate in a specific market: ASN Bank, BLG Hypotheken, CVB Bank, Proteq Direct, SNS Securities and SNS Asset Management. Sustained value creation Focus on retail and retail-plus clients Outpace market growth Managing synergy § § Net profit increase of at least 10% per year (2004: 27.6%) Return on shareholders’ equity of at least 12.5% per year after tax (2004: 17.3%) Maximum efficiency ratio for banking operations of 65% (2004: 59.8%) Maximum operational cost-premium ratio 1 for insurance operations of 16.5% (2004: 16.1%) Ratings SNS Bank S&P Moody’s Fitch Short term Long term Outlook A-1 A Stable P1 A2 Positive F1 A+ Stable S&P Moody’s A-2 AStable A3 Stable SNS REAAL Group Short term Long term Outlook ) The operating costs (excluding commission income) as a percentage of the gross premium income, with 10% of single premium policies included and single premium profit policies excluded. 1 SNS REAAL GROUP Annual Report 2004 3 Key figures 2004 2003 2002 2001 2000 Total assets 55,679 53,058 46,342 43,761 40,879 Investments Mortgage loans Other loans Shareholders’ equity Capital base Technical provisions, insurance operations Funds entrusted Debt certificates 11,390 35,450 2,648 1,961 3,474 11,330 18,601 17,813 11,987 31,997 3,358 1,643 3,167 11,174 17,560 16,169 8,461 28,433 4,194 1,408 2,692 8,253 16,073 14,210 8,501 24,738 4,238 1,571 2,813 8,178 14,965 12,201 8,527 22,909 4,203 1,575 2,575 7,683 13,997 11,072 Income banking operations Interest income Commission Other income 589 109 14 586 92 17 503 96 29 436 90 49 391 106 52 Total 712 695 628 575 549 Income insurance operations Gross premium income Investment income Other income 1,689 749 10 1,779 649 3 1,501 24 4 1,490 392 16 1,410 506 22 Total 2,448 2,431 1,529 1,898 1,938 Total income Total expenses 4,475 4,066 4,472 4,115 3,539 3,436 3,907 3,675 3,639 3,390 In € millions Balance sheet Results Operating profit before taxation Banking operations Insurance operations Group 227 188 (6) 190 131 36 165 (73) 11 144 135 (47) 157 111 (19) Operating profit before taxation 409 357 103 232 249 Net profit 310 243 84 165 179 17.2% 59.8% 15.9% 64.6% 5.6% 64.7% 10.5% 71.5% 11.8% 68.4% 16.1% 6.2% 5,230 16.4% 6.0% 5,536 17.0% 5.8% 5,432 18.2% 6.4% 5,860 18.7% 6.3% 5,932 Key ratios Return on shareholders’ equity Efficiency ratio banking operations Operational cost-premium ratio insurance operations Capital ratio Number of employees (FTEs) at year-end 4 SNS REAAL GROUP Annual Report 2004 General SNS REAAL GROUP Annual Report 2004 5 General Management Supervisory Board of SNS REAAL Group 1 Executive Board of SNS REAAL Group Prof. J.L. Bouma, Chairman H.M. van de Kar, Deputy Chairman J.V.M. van Heeswijk J. den Hoed D. Huisman Prof. S.C.J.J. Kortmann H. Muller J.W.M. Simons 2 S. van Keulen, Chairman C.H. van den Bos M.W.J. Hinssen R.R. Latenstein van Voorst, Chief Financial Officer ) The present members of the Supervisory Board of SNS Reaal Group also make up the Supervisory Board of SNS Bank and the Supervisory Board of REAAL Verzekeringen. 1 2 ) Mr. Simons passed away on 5 August 2004. The Group Executive Board. From left to right Messrs. Van den Bos, Latenstein van Voorst, Van Keulen and Hinssen. 6 SNS REAAL GROUP Annual Report 2004 General Management / Commercial structure Board of Directors of SNS Bank M.W.J. Hinssen, Chairman C.H. van den Bos, Deputy Chairman B.A.G. Janssen, Deputy Chairman J.A.M. Henneke 1 Th.A.W.M. Janssen 2 M. Menkveld G.T. van Wakeren ) Mr. Henneke retired as a member of the Board of Directors of SNS Bank on 1 January 2005. 2 ) Mr. Janssen accepted a position elsewhere on 1 April 2005. 1 Board of Directors of REAAL Verzekeringen (Insurance) C.H. van den Bos, Chairman M.W.J. Hinssen, Deputy Chairman A.F.J. Bakker J. Boven N.J. Jongerius J.H. Wilkes Commercial structure Witruimte tussen logo en pay-off is de totale hoogte van het ovaal+zwart. SNS REAAL GROUP Annual Report 2004 7 REAAL Verzekeringen insurance offers primary schools and special education schools the possibility to get financial support for cultural educational projects. For example a trip for the whole school to a museum, the budget to stage a musical or provide a series of drama lessons. This ‘added bonus’ is always offered through the financial adviser and demonstrates our involvement in society in a unique way that is highly valued. The schools project is sponsored by SNS REAAL Fund. Christel Withaar Account Manager, SNS Distribution ‘When we talk with people at schools about our school project they are a little cautious to start with. They think there must be a catch. So we always explain very carefully that we don’t expect anything in return and that we do it out of involvement. We also mention that REAAL has a background in education. Once that becomes clear, they get very enthusiastic and come up with the most creative ideas.’ A special gesture ‘In fact I have an educational background, too: I did teacher training school. For that reason these projects really appeal to me. My role in the school project is a behind-the-scenes one. It’s to make sure those intermediaries and financial advisers actually take the opportunity to approach schools with this offer. It’s a different way for them to promote the REAAL Verzekeringen brand. Often our intermediaries already have contacts with schools in the area, so of course it’s very special to be able to make such a gesture!’ Public Primary School The Koekoek in Utrecht Project: the pupils take part in various workshops - dance, theatre, design, painting, sport, fashion, prose writing and journalism. Goal: to provide a cultural Cultural ‘SNS REAAL Fund judges whether the project fulfills the requirements and whether the gift is granted. A new climbing frame is hardly a cultural thing. But usually schools come up with great plans, such as a world party, a talk about a book with a famous children’s author or a theatre project with dance workshops. Schools can really use this kind of support. Normally they never have money for this kind of project. Personally I think it’s always lovely to see how positively the school as well as the intermediary react to the project. The world of education and insurance are extremely different. But here all of a sudden they seem to come together.’ stimulus to the pupils and to broaden the teachers’ expertise. To be involved 8 SNS REAAL GROUP Annual Report 2004 and remain so ‘The world of education and insurance are extremely different. But here they seem to come together after all.’ General Foreword from the Chairman of the Group Executive Board Well underway to becoming favourite financial retail specialist In 2004, we achieved an excellent net profit of € 310 million. At 17.2%, our return on shareholders’ equity is more than satisfactory, and the efficiency ratios of our banking and insurance operations rank among the best in their sector. We have achieved this in a not too rosy economic climate, with some markets shrinking. We again consolidated our commercial position in 2004, entered into new joint ventures, opened branch offices and introduced innovative products and services to the market. We have thus made an important step in the direction of our goal: to become the favourite financial retail specialist in the Netherlands. With the term ‘retail specialist’ we want to express our deliberate and distinctive strategic choice to: § § § Serve two target groups: private clients and the smaller business sector in the Netherlands Offer products in three areas: mortgages, asset creation (savings and investments) and insurance (life, pension and non-life) Deliver these products in a highly standardised way To this end, we use both direct distribution channels, in other words, our branch offices, the internet and the telephone, and the indirect channel, i.e. business-to-business with intermediaries. We have consciously specialised: all our attention, people and resources are focused on this strategy. Our focus on clients and products should lead to better products and service, improved margin and, ultimately, create satisfied clients who prefer us as their favourite bank and/or insurer. The results in recent years underline the fact that we are going in the right direction in our specialisation. Good progress in 2004 To achieve our outlined target, we took a number of necessary organisational steps in 2004. § More unity and uniformity At the beginning of 2004, we introduced a common logo for the Group, the bank and the insurance company: the kaleidoscope. The names now also make a logical connection: SNS REAAL Group, SNS Bank and REAAL Verzekeringen. The bank and the insurance company have been successful in presenting themselves as alert and innovative: the new, progressive challengers in the market. Synergy gains, a cornerstone of our earlier merger, are now coming through thanks to joint product development, advanced administrative processes and group-wide support through central departments. In 2004, we merged the P&O activities and centralised support services. All these aspects helped to facilitate management and raise group effectiveness and efficiency. 10 SNS REAAL GROUP Annual Report 2004 General Foreword from the Chairman of the Group Executive Board § More consistency and structure We took significant steps in 2004 to strengthen risk management. We further improved organisational embedding. We use the ‘economic capital’ method in the substantiation of our policy choices. Strict cost control has been a component of our policy for some considerable time now. We see the standardisation of products and processes – without customers perceiving it as impersonal – as essential elements in any successful retail strategy, along with strict cost control. § Improved control and predictability The changes referred to above have resulted in better control over our business operations and more predictable results. SNS REAAL Group is thus also assuming the profile of a genuine retailer: a steadily – largely predictably – growing enterprise with, at the same time, a low risk profile and a high degree of cost awareness. It all makes for a more conscious and controlled way of managing the company. Naturally, this does not alter the fact that we remain subject to developments in the economic and political sphere, to interest rates and stock market prices. However, our analyses show that SNS REAAL Group is a solid enterprise even under a less favourable economic scenario. Our plans for 2005-2007 The market shares of our core products have grown according to plan in sometimes meagre markets in recent years – sometimes even quicker than envisaged in our ambitious plans. We have agreed a comprehensive 2005-2007 Operational Plan for the forthcoming three-year period. This plan comprises a large number of commercial and operational objectives and targets and constituent plans. In addition we have set ourselves two more objectives. § A simple organisational structure A relatively simple organisational structure gives us an edge on our competitors, the major bancassurance companies. An uncomplicated organisation with a crystal clear strategy requires less coordination, and almost by definition leads to more effective communication and quicker decision-making. It also creates calm and focus in the company. The essence of simplicity and clarity must not be underestimated. This is even more so as our society becomes more complex and turbulent. We will focus extra attention on this in the coming planning period. § A distinctive branding and positioning policy A sophisticated branding policy is perhaps the most important condition for a successful implementation of our strategy. In retail, brand strength is very decisive in distinguishing competing offers and in influencing client perception and consumer behaviour. The problem is that financial institutions look very much alike in the eyes of their clients. A survey among private and business clients of banks shows that people in the Netherlands are rather indifferent about their financial services provider. Their focus is on sound advice, on costs and on service. Brand perception plays a subordinate role. Our products and brands are not perceived as being trendy or sexy and are not tangible. Nor do they have any taste or smell and they often do not inspire positive thoughts. Nobody gets a ‘feel-good’ boost from their bank or insurance company, let alone from their products. SNS REAAL GROUP Annual Report 2004 11 General Foreword from the Chairman of the Group Executive Board How can we, nevertheless, distinguish ourselves as much as possible? In this context, the quality and the cost of our products and the effectiveness of our marketing are of peripheral importance. The same applies to the quality of our administrative processes and of our ICT. Our publicity efforts and especially our advertising campaigns are certainly distinctive and set a different tone, but are really all about raising awareness of our corporate name. The single most decisive factor for the success of a financial retailer, given the lack of a distinctive brand with a lot of ‘emotional’ appeal and tangibly ‘warm’ products, is the quality of its contacts with clients. Traditionally a company’s staff are its face to the clients, be they consumers or intermediaries. However, there is more to it than that. Staff who behave consistently and reliably make a significant contribution to brand identity. If we claim that our main brands stand for accessibility, transparency and integrity; that we are a friendly company that focuses on what customers want; that we are professional, alert, and no-nonsense, then our staff must put this into practice in a consistent way. They must believe in these values and embody them. This embodiment determines how the client perceives the brand. Challenge The major challenge facing management is to ensure that brand experience is consistent, reliable and recognizable. Every day in every situation. This requires a comprehensive, long-term approach covering training and education together with cultural and communication projects. This is a challenge for everyone at every level in our organisation. And who knows, perhaps our clients will then even get that ‘feel-good’ feeling: ‘At SNS REAAL, they are always friendly and interested (sympathetic and personal). They are also always well prepared (professional). And they always fulfil their promises (reliable).’ The Group Executive Board has a lot of confidence in the future of our company! On behalf of the Executive Board of SNS REAAL Group, Voorzitter Sjoerd van Keulen Chairman 12 SNS REAAL GROUP Annual Report 2004 Report of the Supervisory Board SNS REAAL GROUP Annual Report 2004 13 Report of the Supervisory Board 2004 was a very good year for SNS REAAL Group. We exceeded our ambitious budget for the year and took important steps commercially, organisationally and operationally towards achieving the SNS REAAL Group mission to become the favourite bancassurance retail specialist in the Netherlands. We would like to thank the management and staff for making a significant contribution to the success of 2004. Financial statements and profit appropriation After the audit by the external auditor, KPMG Accountants, and careful preparation by the Audit Committee, the Supervisory Board approved the 2004 financial statements at the meeting of March 2005. As part of the profit appropriation, net profit of € 310 million was booked to shareholders’ equity. Composition of the Supervisory Board On 5 August 2004, Mr. Simons, who had been a supervisory director of SNS REAAL Group since the merger in 1997, passed away. We sadly miss his expert contribution, his broad vision of matters and strong personal commitment. We are truly and sincerely grateful to John Simons for his many years of professional and personal commitment and contribution. In March 2004, Messrs. Bouma and Van Heeswijk were reappointed for a term of four years. Prior to their reappointment, the Board discussed the issue in the absence of the two members in question. The Central Employees Council also spoke to both members prior to the reappointment and approved their reappointment. At present the Supervisory Board has seven members (for their Curriculum Vitae, please refer to page 130). At the beginning of 2005, the job profile for appointments to the Supervisory Board was amended. Composition of the Group Executive Board and Boards of Directors The Group Executive Board and the Boards of Directors of SNS Bank and REAAL Verzekeringen remained unchanged in 2004, as was the case in 2003. As a result of a longer period of absence due to illness, but also because of a difference of opinion, Mr. Henneke 14 SNS REAAL GROUP Annual Report 2004 stepped down from the Board of Directors of SNS Bank on 1 January 2005. We would like to express our gratitude to Mr. Henneke for the way in which he has carried out his tasks and responsibilities since 1998. The departure of Mr. Henneke has led to a reallocation of the areas of activity within the Board of Directors of SNS Bank. Mr. Th. Janssen, member of the Board of Directors of SNS Bank, has announced his intention to continue his career elsewhere after working with us for more than five years. We would like to thank Mr. Janssen, who is leaving on 1 April, for the way in which he has always committed himself to SNS Bank. Meetings of the Supervisory Board The Supervisory Board met nine times during the year under review, of which one meeting was in the absence of the Group Executive Board. In this latter meeting, the composition and the performance of the Board were discussed, as well as the relationship with the Group Executive Board and the quality of information available to the Board. The meetings of the Supervisory Board are prepared in a consultative meeting of the Chairman and Deputy Chairman of the Supervisory Board, the Chairman of the Group Executive Board and the Chief Financial Officer. During the year under review, presentations were held to generate ideas and discussions during the Supervisory Board meetings about social policy, IFRS, ethical business practice, capitalisation and risk management, among other things. At two of the meetings, the full Boards of Directors of SNS Bank and REAAL Verzekeringen made detailed presentations to the Board about issues that included market developments, changes in the organisation, plans for the forthcoming period and the progress of major projects. Report of the Supervisory Board A risk management report is prepared once every quarter, which is presented and discussed in the meeting of the Board. Board, the Chief Financial Officer, the external auditor and internal accountant. In May 2004, a special meeting of the Audit Committee was entirely dedicated to IFRS. The quarterly, half-yearly and annual figures are discussed in detail by the Board. Prior to these discussions, the Audit Committee presents a report from its findings in the form of recommendations to the Board. The external auditor and the external actuary also attend the discussions of the annual figures. The quarterly, half-yearly and annual figures were discussed in detail at the meetings. The audit reports, the actuarial report, the management letters and the reports of the Group Audit Department are also fixed agenda items. The Audit Committee is of the opinion that management deals properly with action points for the improvement of procedures and processes. With respect to essential projects, the Audit Committee has requested to be kept informed by means of regular progress reports. The Group Executive Board consulted the Board at length about the Group’s capitalisation. The financial position of SNS REAAL Group is more than sufficient for organic growth. Extra capital is required for non-organic growth, especially as far as the acquisition of larger market players is concerned. With a view to the growth strategy, it is expedient to be prepared for this. Any decision, if and when taken, to attract external shareholders would be a unique step in the Group’s history. The 2005-2007 Operational Plan was approved in the December meeting of the Board. The previously initiated strategy will be pursued with vigour: after all, 2004 was again proof of the fact that the strategy is working. Corporate governance and the new legislation and regulations were discussed by the Board. This has led to an amendment of the Articles of Association, and proposals for amendments of the different regulations (please refer to the ‘Corporate Governance’ section in this report, page 45). Approval was given in the meeting of February 2005 to the proposal to move to the decertification of the shares of SNS REAAL Group. The Board of the Foundation (Stichting Beheer) subsequently agreed. Stichting Beheer is thus the direct and sole shareholder of SNS REAAL Group shares. The Group Executive Board is no longer represented in the Board of Stichting Beheer. Meetings of the Audit Committee The Audit Committee consists of Messrs. Van Heeswijk (Chairman), Den Hoed and Huisman. Mr. Simons was also a member of this Committee. The Audit Committee met six times during the year under review. All the meetings were attended by the Chairman of the Group Executive Other topics that were discussed include the risk management framework, the litigation statement, Basle II, the engagement letter for the external auditor, the independence of the external auditor and the external review of the functioning of the Group Audit Department. The minutes of the Audit Committee meetings are forwarded to the Supervisory Board. Information presented by the Audit Committee is a fixed agenda item for the meetings of the Supervisory Board. The Remuneration, Selection and Appointments Committee The Remuneration, Selection and Appointments Committee was formed in 2004. The Committee consists of Messrs. Van de Kar (Chairman), Bouma, Muller and Kortmann. The Committee met for the first time at the end of 2004, followed by a second meeting at the beginning of 2005. In addition to the Committee’s rules and procedures, discussions included the setting up of a system of variable remuneration for the Group Executive Board and the Boards of Directors. Agreements were also reached on the method for assessing the performance of the members of the Group Executive Board. Meetings with the Central Employees Council Twice a year, different representatives from the Supervisory Board attend the consultative meetings between the Group Executive Board and the Central Employees Council. The Board is also kept up-to-date about current developments in the field of staff consultations via the minutes of these meetings. SNS REAAL GROUP Annual Report 2004 15 Report of the Supervisory Board The Articles of Association of SNS REAAL have been amended in line with the new Structural Act. This has strengthened the Central Employees Council’s advisory rights concerning the appointment of one third of the members of the Board. Utrecht, 9 March 2005 On behalf of the Supervisory Board, J.L. Bouma, Chairman In memoriam J.W.M. Simons On 5 August 2004, John Simons, who had shown great commitment to our organisation, passed away at the age of 69. For more than ten years, from 1978 to 1989, he was Chairman of the Board of Directors of Hooge Huys Verzekeringen. He has been a Supervisory Director of SNS REAAL Group since 1997, the year of the merger between SNS Group and REAAL Group. His broad field of interest and his effort, knowledge and experience meant that he also filled a large number of supervisory and other positions after his retirement. We will remember his professional and personal commitment and contribution. Supervisory Board and Group Executive Board 16 SNS REAAL GROUP Annual Report 2004 Report of the Group Executive Board SNS REAAL GROUP Annual Report 2004 17 Report of the Group Executive Board 2004 headlines Financially and commercially, SNS REAAL Group has closed an excellent year. Net profit increased by 27.6% to € 310 million. In view of the results, we will vigorously pursue our strategy to develop into the ‘favourite bancassurance retail specialist’ by means of product leadership for our core products. We achieved a lot in that context in 2004, and our plans for 2005 and beyond are no less ambitious. Financial § § § § Net profit increased by 27.6% to € 310 million. Return on shareholders’ equity rose from 15.9% to 17.2%. SNS Bank’s efficiency ratio improved strongly from 64.6% to 59.8%. The operational cost-premium ratio of REAAL Verzekeringen improved from 16.4% to 16.1%. § § § Commercial § § § Mortgages: the market share increased from 8.4% in 2001 to 9.1% at year-end 2004. The mortgage portfolio more than doubled in the five years to end 2004. Savings: the market share remained steady at 5.7% between 2001 and year-end 2004. Savings increased by more than 50% in five years. Individual life insurance: the market share of new production regular premium policies increased from 6.5% in 2001 to 12.6% at the end of 2004. § § § Activities in 2004 § § A common logo has been introduced: a kaleidoscope. In addition, after changing the name of the insurance operations, the names SNS REAAL Group, SNS Bank and REAAL Verzekeringen are now also logically connected. As part of the ongoing cost monitoring and efficiency projects, facilities and services have been centralised § § into a shared internal department and the P&O departments have been merged at Group level. The number of staff of the Group was reduced by some 300 (FTEs). Risk management has been strengthened further, both in terms of organisation and implementation. SNS Bank’s branch network in the Randstad has been further expanded with offices in Haarlem, Nieuwegein and Spijkenisse. Innovative products were developed throughout the year, with several receiving nominations (see boxes on page 26). The portfolios of Zurich Nederland, Univé and REAAL Overlijdenszorg have been almost fully integrated. Synergy increased strongly in sales: more and more jointly developed products are being sold via an increasing number of sales channels. A lot of attention has been – and is – devoted to preparations for and the implementation of new legislation and regulations, such as IFRS, Basle II, Corporate Governance, the Financial Services Act and the so-called Witteveen Act. SNS Bank has centralised the management of the sales organisation for both the private and commercial business lines. Joint venture agreements have been concluded with various new partners, including Route Mobiel. SNS REAAL Group: some plans for 2005 § § § § § § § § 18 We will strengthen further our positioning as the favourite bancassurance retail specialist We will continue to expand the branch network in the Randstad Asset creation will receive an extra impulse, both the ‘advised’ and ‘do-it-yourself’ services The ‘Enterprise Desk’ formula will be marketed more aggressively We will expand our internet applications further The top-200 intermediaries will be given more emphatic attention We plan to strenghen our position among buyers’ cooperatives The underwriting agency business will be expanded SNS REAAL GROUP Annual Report 2004 Report of the Group Executive Board Strategy and policy SNS REAAL Group is developing into the favourite bancassurance retail specialist in the Netherlands. As far as financial products are concerned, we are concentrating on our core products in the mortgages, asset creation (savings and investments) and insurance (life, pension and non-life) categories. We want to be product leader in these product groups, which means that we are striving for a top-3 position in the market. With respect to target groups, we are focusing on the private consumer (the retail market) and the small and medium-sized sector, jointly referred to as the ‘retail-plus’ market. Strategic goals ...and minuses Several years ago, SNS REAAL Group agreed four strategic goals that have to lead towards achieving the aim of becoming the favourite bancassurance retail specialist. In view of the positive commercial and financial results achieved in 2003 and 2004, the strategy is being pursued with exra vigour. We also have points that are not so strong, and we are working hard at improving them. In contrast to REAAL Verzekeringen, SNS Bank still has no nationwide presence. This is quickly being rectified with the expansion of the branch network in the Randstad. To us, this area has enormous potential as growth market. The SNS Bank and REAAL Verzekeringen brands are widely recognised, but brand awareness could be better. Intensive campaigns are going to address this. We can certainly make more of a name for ourselves in the commercial sector with our Enterprise Desk formula. The core product group ‘asset creation’ also needs momentum. SNS REAAL Group can independently finance both organic growth and small acquisitions. Alternative financing constructions have been set up for large acquisitions. Strategic goals: 1. 2. 3. 4. Sustained value creation Focus on retail and retail-plus clients Outpace market growth Managing synergy Plusses... SNS REAAL Group is capable of successfully implementing the strategy, by taking advantage of our company’s strengths. Our relatively compact organisation makes it possible for us to respond effectively to market changes. We have demonstrated that we can actually utilise synergy advantages. We have developed innovative products and market them via several distribution channels. In addition to good and up-to-date products, we have excellent processes, which our clients and intermediaries also experience as such. SNS REAAL Group has shown that it can grow in a competitive market. Financially, our business is strong, with a positive development in profit and returns and healthy efficiency ratios. SNS REAAL Group employs professional and motivated people, also reflected in the positive results of the staff satisfaction surveys. Goal 1 Sustained value creation The main objective of SNS REAAL Group is to strive towards structural value development of the group as a whole. This is to implement the growth strategy, in order to manage the enterprise properly and to improve the return on investment. The achievement of the other three strategic objectives contributes to this directly or indirectly. Cost control and risk management are continuous points of attention for all divisions of the group. In the context of concentrating efforts on core activities, SNS REAAL Invest has now almost completely been wound down. Higher return Capital is a scarce means of production and should, therefore, be used as effectively as possible. This implies that policy decisions have to take account of the expected SNS REAAL GROUP Annual Report 2004 19 Report of the Group Executive Board Strategy and policy returns and the cost and risk elements of the different alternatives. Particularly in the financial market, where fierce competition means increasingly tighter margins on the products, it is vital to choose activities with the highest possible added value and profitability, with manageable risks. This approach – ‘value thinking’ – will achieve the sustained value creation envisaged for SNS REAAL Group. In practice, SNS REAAL Group requires a structural return of 12.5% after tax on the invested capital for all activities and products. In 2004, the return on shareholders’ equity of SNS REAAL Group rose to 17.2%. The ‘economic capital’ method is used for making sound policy choices with respect to the desired structural value development, with the activities being adjusted to take account of the corresponding risks. The entire Group now applies this method. Calculations show that the available capital exceeds the ‘economic capital’ or, the capital required when adjustments have been made for all the risks. In other words, we are more than sufficiently capitalised. Ongoing cost control Continuous monitoring and control of costs is essential, especially for a retail specialist. The group, the bank and the insurance operator have all devoted a lot of attention to this, with the consequence that costs only declined in 2004. Efficiency measures have led to a drop in the number of staff (on FTE basis) of some 300, representing 5% of the total number of staff. Risk management strengthened In 2004 we paid close attention to further strengthening risk management at the group, bank and insurance operations, with respect to both the organisational embedding and the policy tools (for further details, please refer to the ‘Risk management’ section, page 47). We plan to continue this in 2005. 20 taken at process and organisational level – for instance, by setting up the Credit Committee. This approach will be pursued with vigour in 2005. Pricing policy: managing the margin When determining the price of a product, account is taken of its costs, associated risks and capital requirement. Choices are based on the calculated margin, with the margin being constantly monitored during the product’s ‘maturity’. Winding down of SNS REAAL Invest As a retail specialist, SNS REAAL Group concentrates on a number of core products. Scarce capital is invested as much as possible in these products. As a result, it was decided in 2002 to completely wind down SNS REAAL Invest. In 2004, the disposal of participating interests of Invest was continued with force. The 100% interests in TMF, Abfin, Leaseco and TransNed Lease, as well as the minority interest in InfraDesign, were sold. Some 90% of the portfolio of Invest has now been sold. The winding down of SNS REAAL Invest also means that the Group’s risk profile is reduced, and that the financing structure within the Group is strengthened. These factors are important for the ratings of SNS REAAL Group and SNS Bank. Value creation in a broad perspective We ascribe a broader definition to the ‘sustained value creation’ concept than merely seeing it in economic components. We also consider investing in society and in staff as creating added value. It is not for nothing that ‘social commitment’ is one of our business principles. Our roots in society and the development of our staff are essential building blocks for the company’s further value development (also see the sections on ‘Socially responsible business practice’ on page 59 and ‘Personnel and Organisation’ on page 61). The relatively high value of the ‘value adjustments to loans and advances’ item, in combination with the uncertain economic prospects for 2005, demand that we continue our prudent credit policy and where necessary even tighten it further. Focus on retail and retail-plus clients REAAL Verzekeringen worked well in 2004 to further strengthen risk management. The necessary steps were SNS REAAL Group is developing into the favourite bancassurance retail specialist in the Netherlands. SNS REAAL GROUP Annual Report 2004 Goal 2 Report of the Group Executive Board Strategy and policy On the basis of client wishes, we develop innovative products with a balanced price-quality ratio, and we have sophisticated administrative processes for large numbers of transactions. We make financial affairs easy and accessible, offering numerous ‘do-it-yourself’ products and – where required – advice by reliable and sympathetic staff. Promoting retail thinking The financial retail-plus market is increasingly beginning to resemble supermarkets and department stores. These are markets where for some time now people have grown used to responding swiftly to the changing needs of clients, frequent changes in the product range, fickle customers, as well as operating with large turnovers and small margins. The financial world is going in the same direction: competition is getting tougher, margins are getting tighter at both banks and insurance companies, clients more readily change bank or intermediary, and increasingly open a savings account or take out insurance over the internet. We are learning from the experiences of other retail companies. They – and we – also see ‘retail’ as a state of mind, an attitude towards the client. One of our central themes for the coming years will be to put an even greater emphasis on ‘retail thinking’. Every member of staff of SNS REAAL Group must be convinced of the importance of ‘putting themselves in the client’s position’. Our training and education programmes are geared towards retail thinking. After all, in a world in which financial products strongly resemble each other, it is the staff that make the difference. Financial Services Act: major consequences The Financial Services Act, introduced in 2005, has major consequences for the financial world. The Act is aimed at protecting the interests of the consumers of financial services, as well as the interests of the financial services providers. It imposes strict requirements with regard to product transparency, the professionalism and know-how of the advisors and intermediaries, and their duty to look after the client. The Act is less drastic for the banking and insurance operations, which already comply with numerous legal requirements, than it is for intermediaries. Since both the bank and insurance operations make great use of intermediaries, we are supporting them with professional information and training programmes. SNS Bank SNS Bank sells its products via the branches, intermediaries, the internet and the telephone, with clients choosing the desired type of distribution channel for the service in question. The branch office network forms the basis of the distribution network, given the importance of ‘physical client contact’. The practice shows that a branch office has a positive effect on the other distribution channels: it strengthens the relationship with the neighbouring intermediary, and internet clients relatively often appear to be ‘clustered’ around a branch office. For do-it-yourself products, which require no advice, SNS Bank encourages the use of the internet. Branch office network: towards a nationwide presence In view of the almost literally central role of a branch office, it is important to achieve proper nationwide presence. Traditionally, SNS Bank has relatively few branches in the Randstad. The branch office network has therefore been developed at a rapid pace in this area since 2002. In 2004, branches were opened in Haarlem, Nieuwegein and Spijkenisse. The number of branch offices in the Randstad thus increased to 15, well on the way towards the envisaged network of 20 to 25 offices in the Randstad. Incidentally, from a nationwide perspective, the number of branch offices of SNS Bank – 176 at year-end 2004 – is declining. The basic principle is the aim of increasing the quality of the network. Centralised management In 2004, we further centralised branch office management, significantly reduced the number of districts and integrated the former ‘Private Banking’ business line into the ‘Individuals’ business line, in other words the retail business. This improved management has led to cost reductions. The ‘Business Market’ business line is managed centrally, as is the ‘Individuals’ business line. The analysis and administration of the credit risk management has also been centralised, which has brought a further improvement in the quality of credit assessment. Impulse for asset creation It was acknowledged in 2004 that the development of the core product group ‘asset creation’ was lagging behind SNS REAAL GROUP Annual Report 2004 21 Thinking ‘We do not want to remain part of the problem; we want to be part of the solution.’ When it comes to thinking and acting sustainably, ASN Bank has a great reputation. In the Netherlands the bank has grown to become an authority on the subject. Jeroen Jansen, as deputy director of ASN Bank, is jointly responsible for determining the course of sustainability that the bank charters. But what exactly are the criteria that ASN Bank sets itself and how does it adhere to them? Jeroen Jansen Deputy Director, ASN Bank In 2004 ASN Bank introduced ASN Ideaalsparen - ASN Ideal Savings. It’s a savings product that offers a high rate of interest plus the certainty that the money will be invested in companies that treat people, animals and the environment with respect. Jeroen Jansen: ‘We also work closely ‘Above all – and let there be no doubt about this – we want to achieve a good financial return for our customers. We are a professional profitable bank. The big difference is we don’t want to achieve that at any price. For that reason, when selecting companies to invest in we pay attention not just to the financial results but also to the way they treat the environment, their social policy, their human rights and child labour policy. On those grounds certain companies are ruled out. Think for example of involvement in the arms trade or companies that breach fundamental human rights.’ Own analysts ‘To select companies we have our own department of sustainability analysts. They work for SNS REAAL Group as a whole and over the years have built up a unique wealth of experience. Our analysts obtain information from the companies themselves, and to get as complete a picture as possible they also use other sources of information, such as reports by international research bureaus, from the media, and data from various social organisations. Finally we assign each company a sustainability profile, which is elaborated further when necessary. Whether a company gets the green light is then finally decided by the selection committee of ASN Bank.’ together with organisations such as the Dutch charities Mensen in Market leader Nood, Novib and the Worldwide ‘Our standards are rather high, I dare say perhaps the highest in the Netherlands. This reflects not only idealism, but also our conviction that sustainable business is the most sensible form of business. It might sound a bit pompous, but almost everyone dabbles in ethical business. By setting standards higher, we are able to be market leader in sustainable banking by a long margin. What’s more, if people decide to save or invest sustainably, they want to see it confirmed in clear choices. ASN Bank makes those choices. Another important thing is that we’re happy to make good use of our position within SNS REAAL Group. Within the group we are the sustainable retail brand. Which means we can pump up our sustainability efforts to the full!’ Fund for Nature. We support all kinds of projects. Why? Because we want to be part of the solution and not a part of the problem.’ and acting sustainably SNS REAAL GROUP Annual Report 2004 23 Report of the Group Executive Board Strategy and policy the objectives. One of the action points for 2005 and beyond, therefore, is to provide an extra impulse for savings and investments. This is a market that is both growing and changing. The economic situation and cutbacks on social security benefits are prompting people to set aside more money, out of necessity or to build up a personal pension. In addition, there is a move from savings to less risky forms of investing. And inheritance – the flow of assets to younger generations – is playing an increasingly important role. Apart from a varied range of savings and investment products, SNS Bank also offers a wide choice of good quality investments (see box below). As a retail specialist, the bank can offer excellent services in particular to a growing number of investors with relatively small portfolios with its ‘do-it-yourself’ investment concepts or supervised investment versions. Internet: continued strong growth Right from the start, SNS Bank has encouraged ‘do-ityourself’ banking, saving and investing. The number of users and the number of transactions per user continue to grow. The use of modern means of communication fits in with our philosophy of a retail specialist. The quality of our products is reflected in the rates that clients give us. Soon, it will also be possible to take out a number of (simple) insurance policies fully electronically via the internet. Intermediaries: grabbing opportunities SNS Bank makes extensive use of intermediaries. The sales labels CVB Bank and BLG Hypotheken use intermediaries exclusively. The approximately 2,500 independent intermediaries with whom we have a business relationship sell not only mortgages, but also savings and investment products and, increasingly, insurance policies. SNS Bank is working on using the opportunities offered by this distribution channel more intensively, both for the private and business market. Business Market: the financial retailer for small and medium-sized enterprises (SME) The ‘Business Market’ line is developing into the financial retailer for the SME sector and for government bodies, institutions, associations and foundations. The services provided for the business market can therefore be compared to the way in which SNS Bank approaches the private market. The Business Market approach has three service formulae: a ‘do-it-yourself’ service provided through snsbank.nl and the telephone (the ‘SNS Zakenlijn’ or business line), the Enterprise desk which provides assisted advice, and the Business & Institutions units, which offer full-service professional advice. Enterprise desk Larger SNS Bank branches have Enterprise desks set up to serve small businesses in particular but also selfemployed people without employees. These are ideal customers for our business retail products and the ‘do-it-yourself’ and ‘assisted advice’ formulae. Investing: something for everyone Do-it-yourself 24 SNS Effectenlijn SNS Fundcoach SNS Effectenlijn [Equity Line], for the active ‘do-it-yourself’ investors, for years now rated best internet broker among commercial banks. SNS Fundcoach is an ‘investment funds supermarket’ that helps investors to put together themselves a sound investment portfolio. SNS REAAL GROUP Annual Report 2004 With advice SNS VermogensPrisma SNS Effecten Adviesdesk SNS VermogensPrisma The Effecten is an advisory concept Adviesdesk [securities advisory desk] that staff use when advising clients about advises investors in putting together their their asset creation. individual portfolios. Asset management SNS Vermogensbeheer SNS Managed Account Vermogensbeheer [asset management] promotes ‘personal’ management of individual portfolios (minimum € 250.000). The SNS Managed Account is available for assets of at least € 20.000. The client can monitor his portfolio on internet, including the transactions that the assets manager has performed. Report of the Group Executive Board Strategy and policy Sales labels SNS Bank has a range of different sales labels operating in a specialised market segment. Two of these – ASN Bank and SNS Asset Management – are dealt with in the section on ‘Socially responsible business practice’, because of their focus on sustainability (see page 59). 2004 was a very successful year for CVB Bank – THE intermediary bank in the Netherlands. No fewer than 65 new intermediaries established ties with CVB Bank, thus bringing the total number of intermediaries to 380. The CVB Bank formula is becoming an increasingly interesting option for intermediaries (see also ‘synergy’ on page 31). Thanks also to the successful CVB Rentedemper [interest damper], the mortgage production increased by 40%, with the portfolio increasing to € 2.8 billion. The funds entrusted increased by 10% to € 1.2 billion. The analysis of current accounts by ‘Independer’ (an independent research organisation that monitors developments in financial services in the Netherlands) led to second place being awarded to CVB Bank, with readiness to assist clients and the speed of the service scoring particularly high. The ‘switch service’ introduced by the banks is leading to an increasing number of clients for CVB Bank. With a record market share of 2.5%, BLG Hypotheken, which sells its mortgages via intermediaries, can pride itself on a particularly successful 50th anniversary. Despite a shrinking mortgage market, turnover increased by 31% to € 1.8 billion. The portfolio thus increased to more than € 7.2 billion. BLG ended in third place in the annual survey of intermediaries, ‘Imago Blauwdruk Hypotheekverstrekkers’. More intermediaries than average have a good feeling about BLG. The quick service, the efficient administration, the thorough organisation and prudence are highly valued. Clients are also satisfied: BLG reached the third place on the Independer ‘consumer monitor’. SNS Securities is a securities broker. ‘Sales teams’ serve the domestic and international institutional clients with specialised fixed-income products and advice with respect to Dutch Small & Midcap shares. In addition, SNS Securities is active in the field of share trading, corporate finance and asset management. During 2004, a difficult year for the equity markets, SNS Securities posted a strong performance in both the results and the positioning of its Small & Midcap strategy. Starmine and AQ-rating classified the research product of SNS Securities as the best in 2004. Moreover, AQ also indicated that three of the four best individual analysts were working at SNS Securities. This forms the basis for further expansion in the Small & Midcap segment. Business & Institution units The ‘Business & Institution’ units, concentrated at five locations in the country, focus on providing professional advice to medium-sized companies and to the previously mentioned large or larger organisations. The services mainly comprise complex loans, payments, cash management and insurance matters. SNS Arrangementendesk The newly established SNS Arrangementendesk, which is part of the Business Market line, puts together tailor-made product packages for targeted professional groups who access the service through one single access point that operates at a national level. The Derdengeldrekening – the third-party cash account for managed funds – is another service we offer that has great expansion potential. Personal tailor-made package The products for the SME sector are tailored to the needs of entrepreneurs and are innovative, clear, standardised, carefully tailored to each other and suited to internet use. For example, the successful ‘SNS Zaak op Maat’ [tailormade business] offers a comprehensive package of products and services, including more opportunities for internet banking, internet savings, sales credit and a business insurance package. Entrepreneurs can – independently or with advice – put together their own tailor-made package. Zakelijk Internet Bankieren [business internet banking] is SNS REAAL GROUP Annual Report 2004 25 Report of the Group Executive Board Strategy and policy SNS Bedrijfshypotheek receives nomination The SNS Bedrijfshypotheek was one of the five nominees for the best mortgage product of 2005. This prize is awarded annually by the Institute for International Research. The SNS Bedrijfshypotheek responds to the wish of entrepreneurs for greater choice of mortgages. The SNS Bedrijfshypotheek with capital sum insurance is a combination of a business mortgage offered by SNS Bank and a mortgage insurance offered by REAAL. Synergy and innovative product development, therefore, go hand-in-hand. booming: currently 60 to 70% of our business customers use it. Zakelijk Internet Sparen [business internet saving] has proven at least as successful, followed by Zakelijk Internet Supersparen [business internet super-saving]. There is also a lot of interest in the new SNS Bedrijfshypotheek met Kapitaalverzekering [capital sum insurance business mortgage], which is derived from a successful product for the retail market (see box). Extending the Enterprise Desk formula The Business Market line has succeeded in maintaining the growth curve of recent years and as a result its share of the relevant business market segment is now between 6 and 7%. One of the priorities is to continue this success and further extend it by raising the profile of the unique Enterprise Desk formula (including ‘do-it-yourself’). This means that investments are being made in the brand recognition of SNS Bank as business partner for the SME Pensioen Optimaal Hypotheek declared best Dutch ‘mortgage product for 2005’ BLG Hypotheken introduced this innovative product – optimum pension mortgage – for the senior citizens’ market. It enables retired homeowners to use the surplus value of their homes in a prudent way as extra income, or as freely disposal capital. The product is a combination of a mortgage and a guaranteed immediate annuity that serves to pay the higher mortgage burden. The balance is liquid. In February 2005, the Pensioen Optimaal Hypotheek was declared best Dutch ‘mortgage product for 2005’. 26 SNS REAAL GROUP Annual Report 2004 sector and government bodies, associations, institutions and foundations. REAAL Verzekeringen REAAL Verzekeringen counts on independent intermediaries almost exclusively for its sales. It uses this distribution channel to sell life and non-life insurance policies to private individuals and the business market. REAAL Verzekeringen focuses on the top-200 intermediaries and the group of approximately 1000 intermediaries below. Along with life insurance and pensions, non-life insurance is also part of the core business. Numerous integration activities In 2004, a lot of energy went into the integration of the life, private and small businesses non-life portfolios of Zurich Nederland. The staff had already been transferred to the organisation of REAAL Verzekeringen in 2003. The acquisition of Zurich has not caused any decline in the number of intermediaries or their production. Moreover, the addition of the portfolios has led to a substantial improvement in the underwriting agency business. The life portfolio of Univé was also integrated in 2004 and we established a successful collaboration in life products with the sales organisation of Univé. As announced in the previous annual report, REAAL Overlijdenszorg [funeral insurance] was integrated with REAAL Verzekeringen (the intermediary segment) and Proteq Direct (the direct segment). Non-life: core business In 2004, non-life insurance was emphatically presented as a core business of REAAL, with the acquisition of the nonlife portfolios of Zurich having a stimulating effect. The range of non-life policies has been expanded and renewed. For example, we introduced new motor vehicle insurance rates, the home package and an all-in-one insurance package. Growth is expected at Proteq Direct (the provincial portfolio) and in the underwriting agency business. Intermediaries: threats, but also opportunities Intermediaries are currently experiencing hard times. A significant portion of the market has shown little growth in recent years, and pressure on margins is increasing. Report of the Group Executive Board Strategy and policy The Financial Services Act sets stringent conditions for insurance companies and intermediaries to comply with. It offers consumers better protection and it makes the market more transparent. A higher level of knowledge is expected and last but not least: intermediaries are expected to go along with developments in internet and chain integration. Professional intermediaries in particular have a lot to gain from the proposed situation. As a professional insurance company, it is our aim to forge and maintain close links with all the top-200 and the next tier of arond 1000 intermediaries. The activities of REAAL Verzekeringen are closely targeted to these groups: § REAAL Verzekeringen offers made-to-measure one-year training courses for intermediaries and their staff (see box). § Back office processes are one of the traditional strengths of REAAL Verzekeringen. § The Speciale Distributie and Volmachtbedrijf sales channels are ideally matched to these target groups. New rules put pressure on implementation Recent years have seen the introduction of numerous legislative and regulatory requirements, that have had major consequences for the products of insurance companies and intermediaries and the way they work. The economy is faltering and the social security system is facing major cutbacks. Healthcare costs are on the increase, a new disability insurance (WAO) scheme is underway, and early retirement (VUT) and pre-pension schemes are being discontinued. The Witteveen Act stipulates that pension funds must offer employees greater scope to decide their own pension requirements. This has far-reaching consequences for products, processes and the training of staff. The existing, usually long-term, policies need to be adapted financially and legally to meet the requirements of the new rules. These changes and adaptations – also those of the Financial Services Act – require a lot of time, effort and money. It is disappointing that the government does not fully recognise the complexity of the matter and was late in issuing implementation guidelines. Sales organisation: growth all round Verkoop Intermediair [intermediary sales], which offers a wide range of services to a large group of intermediaries, achieved production growth of 50% in 2004 by specifically targeting top-level clients, such as buyers’ cooperatives. The account managers, who visit the intermediaries, provide advice on opportunities presented by new developments, for example in the pensions market. Speciale Distributie [special distribution] specifically focuses on major intermediaries and mortgage chains with their own products or those of a collaborative partner, such as Univé. After doubling in 2003, turnover grew further in 2004. Additional growth is expected in the life and non-life segment in coming years, also thanks to the new distribution partners that came on board in 2004. The REAAL Business School and the REAAL College The REAAL Business School offers a practice-oriented management course developed for directors and managers of large intermediaries and for independent intermediaries with at least five members of staff. The one-year course at MBA-level has a pragmatic set-up, an individual focus, and contributes to the improvement of the professional organisation and the personal development of entrepreneurs. Participants are given step-by-step supervision in drawing up a sound business plan. The first group of 15 entrepreneurs completed the course in September 2004. They found particularly useful the combination of theory and practice, the dialogue with other participants and the personal coaching. A second group started the course in mid-September 2004. The REAAL College focuses on staff employed by intermediaries. Interest in this practice-oriented course is increasing strongly. Needless to say, the course programme has been adapted to take account of the Financial Services Act. SNS REAAL GROUP Annual Report 2004 27 Report of the Group Executive Board Strategy and policy Route Mobiel It appeared out of the blue, the new rival of the ANWB and the Wegenwacht [roadside breakdown service]: Route Mobiel. In only a few months’ time, almost a hundred thousand members joined the new breakdown service, which is cheaper and quicker. As shareholder in Route Mobiel, Proteq Direct has a vested interest in the sale of breakdown insurance as well as related non-life products, such as motor vehicle and travel insurance. Not even four months passed between the drawing board and the start-up of Route Mobiel; in other words it was quick and innovative! SNS Distributie takes care of the REAAL insurance products sold by SNS Bank under its own label. Synergy benefits are reflected in the significant increase in results, particularly in life products. CVB Bank and BLG Hypotheken have also started selling these products. SNS Bank is selling more insurance policies than ever before, and continuous growth is foreseen, especially when SNS Bank also starts offering simple non-life insurance policies via its internet site. At the Volmachtbedrijf, the launch of a non-life insurance package for the SME sector gave a new impulse in 2004. Much energy was also put into the relationship with existing and new intermediaries, and into bringing systems and processes up to standard and in line with the new legislation and regulations. All contracts will comply with Financial Services Act and PVK/DNB regulations by the end of 2005 at the latest. Reporting between the underwriting client and the underwriting contractor will change from a quarterly to a monthly basis. In this respect, REAAL Verzekeringen is taking the lead in the market. We expect this sales channel to develop strongly. The Pensioenbedrijf [pension operations] sells group and semi-group pensions, both through 150 intermediaries that specialise in pensions and through actuarial consultancy firms. Collaboration with professional pension providers was further stepped up and this has produced a number of major new clients. To a great extent, 2004 was dominated by adjustments to the existing portfolio in line with new legislation (Witteveen Act and the Equal Opportunities Act) and the successful introduction of the ZekerheidsPensioen. Thanks to this product, REAAL now has a traditional pension scheme to complement its defined contribution scheme 28 SNS REAAL GROUP Annual Report 2004 (GroepsIndividueelPensioenplan), which intermediaries can offer themselves through InSupport. Furthermore, it is now possible for intermediaries to put together the pension terms and conditions themselves. In 2004 we also introduced a simpler and unambiguous annual pension statement; the first version of which was enthusiastically received. The new annual statement is in line with the wishes and demands of the Dutch Association of Insurers, which have to produce a standard national communication format for pensions. The pension market was cautious in 2004 as a result of the Witteveen Act. Despite this our pension operations achieved a 20% increase in net profit in 2004. Expectations are that the pension market will recover again, because the effects of the increase in the retirement age, restrictions imposed on the VUT early retirement scheme and the changeover to average-pay schemes will lead to an increasing demand for individual pension provisions. Proteq Direct, after a strategic change of direction, revealed itself as a modern direct insurance writer with a new logo, an eye-catching advertising campaign, a renewed car insurance product and – towards the end of the year – collaboration with Route Mobiel (see box). Proteq Direct offers straight forward non-life insurance policies – including the well-known ‘Dier & Zorg’ [animal care] insurance – single premium products and funeral insurance. Sales through internet is its main thrust, along with additional affinity marketing whereby it sells branded insurance policies to third parties. In 2004, the motor vehicle and the ‘Dier & Zorg’ insurance policies in particular were popular. Report of the Group Executive Board Strategy and policy Goal 3 Outpace market growth SNS REAAL Group wants to grow more rapidly than the market, and do this profitably. Organic growth is achieved by developing and selling innovative products through an excellent distribution network. Alliances are entered into with that same purpose in mind. Apart from organic growth, SNS REAAL Group also aims to achieve non-organic growth in the form of acquisitions. �������������������������������������� ����������� ����������� ������ ������ ������ ������ ������ Successful growth strategy The success of the chosen strategy is illustrated by the fact that the core products have succeeded in continuing their growth curve for several years, making us product leader. The market share of insurance operations has doubled in four years. Savings & Investments is showing slight but steady growth. Following strong growth in preceding years, mortgages declined marginally in 2004. Business services and non-life insurance performed well. We are assuming continued growth in market share for all the commercial objectives for the forthcoming planning period up to the end of 2007 (see page 3). Financing larger acquisitions SNS REAAL Group has sufficient shareholders’ equity to finance organic growth, as well as smaller acquisitions. To finance significant expansion in the form of larger acquisitions, we would require additional capital which might come, for example, from one or more external financial players taking a participating interest in SNS REAAL Group. During the year under review we began exploring various possibilities to ensure that additional capital is available if and when attractive acquisition opportunities present themselves. SNS Bank Mortgages: stable trend The mortgage market as a whole stabilised in 2004. The net mortgage production of SNS Bank amounted to € 3.6 billion, resulting in a market share of 9.1% (2003: 9.7%). The Bank’s total mortgage portfolio increased by 11.9% to € 33.5 billion. The portfolio of SNS REAAL Group – i.e., including the insurer – increased to € 35.5 billion. These ������ ����� � ���� ���� �������������� ���� ���� ���� ����������������� ���������������������� ��� ��� �� �� �� �� �� ���� ���� ���� ���� ����������������������������������������� figures do not include securitised mortgages, which amount to € 5.5 billion. The stabilisation in the mortgage market reflects the minimal increase in disposable family income and grad- SNS REAAL GROUP Annual Report 2004 29 Report of the Group Executive Board Strategy and policy ual decline in the trend of refinancing at lower interest rates. The housing market also calmed down; house prices increased by only a few percent on average. It is expected that the mortgage market will not grow or grow very little in 2005 either. The hesitant economic recovery, the small forecast increase in interest rates and, for many, the negative rather than positive development in disposable income play an important role in this. The increase in the number of foreign competitors on this market will contribute to price competition, with pressure on the margins. These developments do not change the fact that SNS Bank assumes a further increase in its market share. We base this assumption on our retail formula, innovative products, the rapid and accurate administrative processes, the sales-oriented distribution channels and further penetration in the Randstad. Savings & investments: a growth market Under the influence of uncertain economic times and the disappointing investment climate, the savings market in the Netherlands has grown substantially in recent years. Savings at SNS Bank – including interest accrued – increased by 8.3% to € 11.3 billion. Private and commer- �������������������� �� Assets under management of SNS Beleggingsfondsen, spread over fifteen investment funds, increased by 15.7% from € 1,513 million to € 1,750 million. The new inflow amounted to € 167 million. All the money market, bond and real estate funds showed positive returns, as did almost all the equities funds. The funds with high US exposure suffered because of the weak dollar. The independent investment fund tracker Morningstar gave a high rating for the entire range of funds. The Amsterdam stock exchange closed the year at 348, some 3% higher than at year-end 2003. In their pursuit of increasing returns, many clients chose ‘hybrid’ products in 2004, which combine a fully or largely protected principal investment with the chance of a (hopefully higher) return on investment. SNS Bank has responded to this successfully with a range of innovative products, sold under their own sales labels and through REAAL Verzekeringen. Many clients took the opportunity to spread their investment across investment funds, in many cases in the context of an ‘investment plan’ based on their own profile. As indicated previously, SNS Bank has set itself the goal to grow substantially in the savings & investments market (see page 24). REAAL Verzekeringen Life insurance: increased market share in shrinking market The production of new regular-premium private life insurance policies increased by 2.6% to € 117 million in 2004. Since the life insurance market shrank, as it did in 2003, the market share of REAAL Verzekeringen again increased strongly from 11.2% to 12.6%. The back office experienced no problems with processing the growth in production. �� �� �� �� ���� ������������ 30 cial internet savings now account for 44% of the savings deposits at SNS Bank. SNS Bank’s share in the savings market was stable at 5.7%. The savings market has been a very competitive market for some time now with lean margins, despite the apparently low interest on savings. SNS REAAL GROUP Annual Report 2004 ���� ���� ���� Expectations are that this market will not grow or hardly grow at all in 2005, and that the market will only increase again in the following years. We assume that the successful sales curve can be maintained, with resulting further growth in the market share. Report of the Group Executive Board Strategy and policy Single-premium policies: market share declines in competitive market The production of single-premium policies at REAAL Verzekeringen declined by 17.0% to € 594 million. In this highly competitive market with small margins, the market share slipped from 8.8% to 8.5%. Considerable growth is expected on the market for 2005 in connection with the expiry of a large number of singlepremium policies. Following on from that, the market for immediate annuities will also grow strongly. We actively pursue the strategy of extending policies that expire with us as single-premium policies, and expect to achieve a small increase in market share in coming years. Non-life insurance: strong growth in premium income Gross premium income at private and commercial non-life operations together increased 8.2% to € 317 million. Market share thus increased to 2.9% (this percentage is higher in the markets relevant to REAAL, which, for instance, is not active in large business non-life insurance). The non-life operations received a boost in 2004 from the strengthening of the Volmachtbedrijf and the repositioning of Proteq Direct (see page 28). Thanks to the new business stream, we expect a doubling of premium income for the period up to the end of 2007. ��� ��� ��� �� �� �� �� �� ���� ���� Goal 4 Managing synergy One of the most important objectives at the founding of SNS REAAL Group was to create synergy advantages by means of intensive cooperation between banking and insurance operations. A lot has been achieved in this field in recent years. A single management centre was set up in Utrecht, together with the Executive Board of SNS REAAL Group and the Boards of Directors of SNS Bank and REAAL Verzekeringen. Unity in name and logo has been achieved. A large number of internal departments and their staff were merged and are also now accommodated in Utrecht. A single Facility and Service department was formed in this way in 2004. The formation of a single Personnel and Organisation department will follow in 2005. Synergy in product development Product innovation is vital for a retail-plus specialist. Product development is concentrated in three specialist departments (or ‘competence centres’) for mortgages, asset creation (savings and investments) and insurance (life, pensions and non-life). Their task is to introduce innovative and profitable products, which can be sold by all the sales channels of SNS REAAL Group. �������������������������������������� ���� Mortgages: stable development The mortgage portfolio of REAAL Verzekeringen remained stable in 2004 under the influence of the market developments described earlier. Mortgages were sold under the brands of a large number of partners, in combination with life insurance policies. One of these partners is SNS Bank. The portfolio of the insurance operations – including management for third parties – amounts to € 2.0 billion. A slight increase in market share is envisaged in coming years. ���� ����������������������������������������������� A lot was achieved in 2004 in the field of product development. SNS Bank now only sells REAAL insurance policies under its own label, both separately and in combination with mortgages and investment products. Non-life insurance policies will be added soon to the offering on the internet site. REAAL Verzekeringen sells SNS mortgages, in addition to those of other partners. The investment funds of SNS Bank and ASN Bank form the basis of the investment-linked insurance policies of REAAL. CVB Bank and BLG Hypotheken will soon also be selling REAAL SNS REAAL GROUP Annual Report 2004 31 For several years now, SNS Bank has taken a special and extremely practical approach to the concept of accessibility. In consultation with the Dutch Federation for the Blind and Visually Impaired, the website has been made accessible to the visually handicapped. The bank continues to work on improving internet access further and to this end is collaborating with the Foundation Bartimeus Accessibility and the Technical University of Twente. Another goal is to raise awareness of the issue among small and medium-sized enterprises. Angelique Overbeek Web Manager, Formula Management Department ‘Accessibility often might appear to be another man’s problem, but when it comes to internet it’s a key issue. You know it’s easy to make something difficult but it’s much more difficult to make something easy. Before you know it, people are giving up because it’s too complicated. As a result you run the risk of no longer reaching a large portion of the population. And I’m not just talking about handicapped people, but everyone who uses internet! That’s why we at SNS Bank are making a conscious effort to ensure that we are accessible for all our customers.’ Website adjustments In the Netherlands there are more than 600,000 visually handicapped people, 1.6 million hard of hearing and 700,000 ‘As web manager, one of my tasks is to make the website user-friendly for specific target groups. We started with the visually impaired. When our website was built, it wasn’t such a hot issue. We knew little about the various guidelines for the visually handicapped. Then we signed a memo of intent with the Federation for the Blind and Visually Impaired and we decided to go back and re-do the website all over again. What do you need to watch out for? Tables, for example. A visually impaired person works at his screen with a reading ruler that displays the text in Braille. If you create a normal table, a visually impaired person can no longer decipher the content. For that reason we have adjusted the HTML codes of the tables on our site so that the visually impaired can now take in the content of the table.’ with arm or hand limitations. Future plans Access ‘In the future we want to root all the knowledge we’ve built up more firmly in our organisation and also in other units of SNS REAAL Group. All the ICT developers and content managers will soon get a course on internet accessibility, developed by the Accessibility Foundation. Together with the foundation, we’ve also decided to do an awareness campaign on the topic among small and medium-sized enterprises. To sum up, concern for internet accessibility is now an integral part of the way we work. It is no longer an option; it’s something we take for granted.’ 32 SNS REAAL GROUP Annual Report 2004 for all ‘It’s easy to make something difficult but much more difficult to make something easy.’ Report of the Group Executive Board Strategy and policy Verzekeringen life insurance products, which, in turn, gets its banking products from CVB Bank. Hybrid SNS Bank savings products – SNS Varivastsparen, SNS Garantiesparen, SNS Spaarmix – have also been marketed by the insurance operations and other brands under their own labels. type of product, it will end up at one of the four service centres: for payment services, mortgages, securities and insurance. We consider the quality of the administrative processes of paramount importance. We see a high-quality back office as an absolutely essential precondition for a financial retail specialist. Some of our products for the business market are derived from products that are successful in the retail market. Examples include SNS Zakelijk Internet Sparen and the ‘Supersparen’ variant. The SNS Bedrijfshypotheek with capital sum insurance was introduced recently: a combination of the business mortgage and the Doorgroei Hypotheekverzekering of REAAL. For entrepreneurs, REAAL has introduced the Zekerheidspensioen, and it offers a tailor-made package of non-life insurance policies for SME. Synergy in name and logo The unity of SNS REAAL Group, SNS Bank and REAAL Verzekeringen has taken shape in word and image. The re-branding of ‘Hooge Huys’ to REAAL Verzekeringen took place during the first half of 2004. In addition, the Group, banking operations and insurance operations now all share the kaleidoscope as a logo. To our target groups we present the image of being a single financial retail specialist. The general public was subsequently introduced to REAAL Verzekeringen by means of an eye-catching advertising campaign. If you live in the Netherlands, there is a 99% chance that you have noticed this campaign. Synergy in processes The name or the sales route of products make no difference to the administrative processes. Depending on the 34 SNS REAAL GROUP Annual Report 2004 Report of the Group Executive Board Financial developments Net profit of SNS REAAL Group rose 27.6% to € 310 million in 2004 (2003: € 243 million). The banking and insurance operations showed a substantial increase in profit. SNS Bank achieved an increase in profit of 38.4% to € 155 million. Net profit at REAAL Verzekeringen increased by 64.0% to € 141 million. SNS REAAL Group Net profit rose 27.6% to € 310 million, reflecting an increase in the various income components and a drop in the technical expenses for insurance operations and the operating costs.1 This continues the picture of recent years, with increasing income accompanied by slightly declining operational costs. ������������������������������������� ��� ���� The total income of SNS Bank rose 2.4% to € 712 million. Net interest income at SNS Bank rose 0.5% to € 589 million. This slight increase reflects a change in recognition of interest on bad debts. In addition, interest income from a number of specific investments is now accounted for in net terms. Excluding these changes, net interest income rose by € 25 million (+4.2%). As a result of the winding down of SNS REAAL Invest, SNS REAAL Group’s total net interest income fell 1.4% to € 505 million. Commission income grew 18.5% to € 109 million. Total income of REAAL Verzekeringen rose 0.7% to € 2,448 million. Gross premium income fell 5.1% reflecting the transfer of the SNS REAAL Group pension contract to the SNS REAAL Group pension fund, and lower production of single-premium policies. Without the transfer of this pension contract, gross premium income for life regular premiums would have risen 1.2% to € 778 million. ��� ���� ��� ���� ���������������� �������� �������������������� Operating costs declined, mainly because of 7.4% lower staff costs, due to lower staffing levels and a release of the pension provision as a result of the introduction of an average-pay scheme for pensions. The increase in other management costs was partly caused by one-time expenses. Result of SNS REAAL Group € millions Income Expenses 2004 2003 Change 4,475 4,066 4,472 4,115 0% (1%) Operating profit before taxation Taxes 409 81 357 97 15% (16%) Net profit excluding third-party interests Third-party interests 328 18 260 17 26% 6% Net profit 310 243 28% ) These costs comprise staff costs and other operating costs, excluding the acquisition costs of the insurance operations. 1 SNS REAAL GROUP Annual Report 2004 35 Report of the Group Executive Board Financial developments ����������������������������� ���������������������� ���������� ���������� ��� ��� ��� ��� ��� ��� ��� ��� ��� ��� �� �� ��� �� �� �� � � ���� ���� ���� ���� ���������� ���� ���� ���� ���� ���� ���� ���������� Result of SNS Bank € millions 36 2004 2003 Change Net interest income Commission Other income 589 109 14 586 92 17 1% 18% (18%) Total income 712 695 2% Staff costs Other operating expenses 238 188 279 170 (15%) 11% Total operating expenses Value adjustments to loans and advances Value adjustments to fixed financial assets 426 62 (3) 449 53 3 (5%) 17% -- Total expenses 485 505 (4%) Operating profit before taxation Taxes 227 54 190 61 19% (11%) Net profit before payment of SNS ParticipatieCertificaten Payout on SNS ParticipatieCertificaten 173 18 129 17 34% 6% Net profit 155 112 38% SNS REAAL GROUP Annual Report 2004 Report of the Group Executive Board Financial developments The profit contribution from SNS REAAL Invest, almost completely wound down at year-end 2004, was € 38 million. Participating interests sold in 2004 contributed € 32 million to net profit. Total extraordinary items of SNS REAAL Group amounted to € 53 million, reflecting the divested participating interests of SNS REAAL Invest mentioned earlier and the release due to the change of the pension scheme to average pay. Excluding extraordinary items, net profit came to € 257 million (2003: € 205 million). This profit increase of 25.4% is at the same level as the increase including the extraordinary items. Total assets rose 4.9% from € 53.1 billion to € 55.7 billion. This increase is entirely due to mortgage loans, which increased to € 35.5 billion (+10.8%) as a result of substantial production. Currently, mortgages totalling € 5.5 billion at SNS Bank are securitised. ‘Other loans’ declined to € 2.7 billion (-21.1%). The ‘investments’ item declined to € 11.4 billion. This was caused by the transfer of € 856 million in investments from REAAL Verzekeringen to the pension fund of SNS REAAL Group and by the reclassification of the discounts on zero bonds. Under liabilities, savings increased by 8.3% to € 11.3 billion. Other funds entrusted also increased to € 7.3 billion (+2.5%). The ‘debt certificates’ item, which predominantly comprises EMTN loans of SNS Bank, rose 10.2% to € 17.8 billion as a result of several successful issues – including in Australia and France. The technical provisions of the insurance operations increased by 1.4% to € 11.3 billion. Without the transfer to the new pension fund, the increase would have risen by a substantially higher € 856 million to € 12.2 billion. SNS REAAL Group has a solid financial position: its capital base increased 9.7% to € 3.5 billion. This is entirely due to the increase in shareholders’ equity, which rose 19.4% to € 2.0 billion mainly as a result of the profit addition. The remaining components – the subordinated debts, the Fund for general banking risks and third-party inter- Result of REAAL Verzekeringen € millions 2004 2003 Change Gross premium income, Life insurance policies Gross premium income, Non-life insurance policies 1,372 317 1,486 293 (8%) 8% Total premium income 1,689 1,779 (5%) Investment income Other income Total income 749 10 2,448 649 3 2,431 Technical expenses, insurance operations 1,876 1,934 (3%) Staff costs Other operating expenses 139 179 146 177 (5%) 1% Total operating expenses Other expenses 318 66 323 43 (2%) 53% 2,260 2,300 (2%) Operating profit before taxation Taxes 188 47 131 45 44% 4% Net profit 141 86 64% Total expenses 15% 233% 1% SNS REAAL GROUP Annual Report 2004 37 Report of the Group Executive Board Financial developments ��������������������������������� ������������������������������ ���������� ���������� ��� �� ��� �� ��� ��� �� �� �� �� �� �� �� �� � �� ��� �� ��� ��� � ���� ���� ���� ���� ���� ���������� ests – changed little or not at all. The SNS ParticipatieCertificaten issued by the banking operations in previous years are included in the ‘third-party interests’ item; no issues took place in 2004. Return on shareholders’ equity (RSE) increased from 15.9% to 17.2%. The return is well above the long-term target of 12.5%. Our capital ratio – the capital base as a percentage of the total assets – also increased from 6.0% to 6.2%. SNS Bank The net profit of SNS Bank came to € 173 million. After deducting the amount paid to participation certificate ���� ���� ���� ���� ���� ���������� holders, the profit contributed to SNS REAAL Group was € 155 million. This represents an increase of 38.4% compared to the profit contribution of € 112 million in 2003. Despite the uncertain economy, the banking operations achieved a growth in income, while expenses were strictly monitored. Total income rose to € 712 million (+2.4%). Net interest income increased slightly to € 589 million (+0.5%). This slight increase is influenced by the change in recognition of interest on bad debts. In addition, interest income from a number of specific investments is accounted for in net terms. Excluding this change, net interest income rose € 25 million (+4.2%). Due to the increased sales of REAAL insurance products and increased management fees, commission income rose to € 109 million (+18.5%). Result of SNS REAAL Invest € millions 38 2004 2003 Change Total income Total expenses 53 20 95 24 (44%) (17%) Operating profit before taxation Taxes 33 (5) 71 0 (54%) -- Net profit 38 71 (46%) SNS REAAL GROUP Annual Report 2004 Report of the Group Executive Board Financial developments The strict cost control policy paid off in a drop in total expenses to € 485 million (-4.0%). Staff costs dropped by 14.7% to € 238 million, because the number of staff declined by 264 FTEs and the hiring of temporary staff was curtailed. Account was taken under ‘staff costs’ of the introduction of the average-pay scheme for pensions (positive effect: € 17.9 million). Other management costs declined 13.6% to € 159 million, partly due to additions to the provisions for reorganisation and legal proceedings. Value adjustments to loans and advances and financial fixed assets increased 5.4% to € 59 million. The level remained high because economic recovery again failed to materialise in 2004. In relation to the risk-weighted assets, value adjustments declined slightly to 0.30%. �������������������������� ���������������������� �� ��� ��� ���� ��� ���� ��� ���� �������������������� The efficiency ratio improved substantially. The improved income, combined with lower expenses, led to an improvement from 64.6% (2003) to 59.8% (2004). Excluding the release from the pension provision the ratio is 62.4%. Both ratios, including and excluding the release, are well below the long-term target of 65%. The capital base increased by 4.2% to € 2.5 billion. This was almost entirely due to the increase in shareholders’ equity, which increased by 7.1% to € 1.6 billion as a result of the 2004 profit addition. The return on shareholders’ equity improved strongly from 9.3% to 11.5%. The solvency ratio (BIS ratio) decreased slightly from 11.9% to 11.7%. Even after securitisation of a portion of the mortgage portfolio, risk-weighted assets increased more substantially than the qualifying capital. The ratio is actually well above the internal lower limit of 11% and far above the statutory minimum of 8%. The Tier-1 ratio, that is the ratio between the risk-weighted assets and the core (Tier-1) capital, improved from 8.3% to 8.6% thanks to the profit contribution and securitisation. ����������������� ��������������� ��������������������������� hand, gross life premium income declined to € 1,372 million (-7.7%), mainly because of the transfer of the pension contract to the SNS REAAL Group pension fund. On the other hand, non-life gross premium income rose to ����������������������������������������� ���������� ���� ���� ���� ���� ���� ��� REAAL Verzekeringen Net profit increased substantially by 64.0% to € 141 million, primarily because of improved investment income and a strong insurance performance, both at group pension operations and non-life operations. In a shrinking market, partly due to restrictions on fiscal facilities, total income increased to € 2,448 million (+0.7%). Total gross premium income decreased to € 1,689 million (-5.1%). On the one ��� ��� ��� � ���� �������� ���� ���� ���� ���� ���� ����� SNS REAAL GROUP Annual Report 2004 39 Listen ‘No matter how good you think you know the customer, he always reacts slightly differently to how you anticipated.’ Like many other large companies, SNS REAAL Group makes intensive use of market research. By listening carefully to the wishes and needs of the customer, and at the same time following market developments carefully, we are in a position to develop new products. There are many ways of achieving product innovation, but a new development at SNS REAAL Group is the involvement of special customer panels. In this way we hope to respond even more quickly to what our customers want right now. to customers Olaf van Gurp Market Researcher ‘Innovation is a priority at SNS REAAL Group. We pay very close attention to what customers want and try to tailor our service as well as possible to that. You know when trends are fleeting, you have to pounce at exactly the right moment. For that reason in 2004 we started to think innovatively in a structured way.’ Winning concepts In 2004 SNS REAAL Group started ‘First we map out the latest developments, together with other trend watchers. Then we try to generate new ideas for new products with our marketers and product managers. We start off freely and broadly and then start being selective. At a certain point we’ve narrowed it down to a small number of concepts to be developed further – winning concepts. We present our best ideas to our customers but also to other consumers. We don’t use regular panels, by the way. We work with new groups each time. Based on the results of the research we decide which concept we think has the best chances and which new product to develop further.’ ‘thinking innovatively in a structural way’ and launched a Customer at the centre pilot project of proposals for the ‘In the whole process, the customer’s opinion is central and that’s also what makes it so special. We translate relatively quickly a market need into a new product. Thorough research is an important part of it, because no matter how well you think you know the customer, he always reacts just slightly differently to how you anticipated.’ retail and business markets. From now on the plan is to follow trends and create innovative products in a structured way the whole year through. SNS REAAL GROUP Annual Report 2004 41 Report of the Group Executive Board Financial developments ������������������������� ������������������������������ ������������������� ��� ��� ��� ��� ��� ��� ��� ��� ��� ��� ��� ��� ���� ���� ���� ���� ���� ��� ���� ���������������� ���� ���� ���� ���� ������������������������������ € 317 million (+8.2%). Gross regular life premium income increased by 1.2% to € 778 million; single premium income declined by 17.0% to € 594 million. Income from investments increased to € 749 million (+15.4%), of which € 623 million was for own account (+37.5%) and € 126 million for the account and risk of policyholders. The real estate and share portfolios, in particular, performed well, while the fixed-income portfolio also showed a positive return. ���������������������������� ���������� ����� ����� ����� ����� ����� ����� Total expenses fell 1.7% to € 2,260 million, mainly because technical insurance expenses decreased by 3.0% to € 1,876 million. The drop in operating expenses was primarily due to the decline of 4.8% in staff costs to € 139 million. The number of staff declined by 87 FTEs. Staff costs benefited from the positive effect of the release of € 14.2 million from the introduction of the average-pay pension scheme. The ‘other operating expenses’ item, including acquisition costs of € 133 million, increased by 1.1% to € 179 million. Excluding acquisition costs, the increase was 17.9%, partly because of one-time marketing and advertising costs associated with the re-branding to REAAL Verzekeringen. 42 SNS REAAL GROUP Annual Report 2004 ����� ��� ��� � ���� ���� ���� �������������������� ����������������� ������������������������������ �������������������� ���� ���� Report of the Group Executive Board Financial developments Split between the life and non-life insurance operations, net profit amounts to € 105 million (+47.9%) and € 36 million (+140.0%) respectively. These profit figures show that our investment in the non-life operations is bearing fruit. The loss ratio in 2004 is very low at 51.8% (2003: 58.6%). The operational cost-premium ratio is 16.1%, an improvement compared to the 16.4% for 2003. The long-term target is a maximum ratio of 16.5%. The capital base increased 10.4% to € 945 million, due to the increase in shareholders’ equity by 12.8% to € 810 million, mainly as a result of the 2004 profit addition. RSE increased from 13.3% to 18.7%, well above the long-term target of 12.5%. Total solvency improved further from 177% to 182% in 2004. The solvency of the life operations increased from 195% to 202%, while at the non-life operations solvency declined from 359% to 243% following an extra dividend payment. These rates more than satisfy the internal and external solvency requirements. ������������� �� �� �� �� �� ���� ���� ���� ���� ���� ������������� SNS REAAL GROUP Annual Report 2004 43 Report of the Group Executive Board Financial developments Reporting according to IFRS starting in 2005 As of the 2005 financial year, SNS REAAL Group will report its consolidated figures in accordance with the International Financial Reporting Standards (IFRS), in the version approved by the European Commission. The IFRS rules for financial instruments (IAS 32 and 39) and insurance contracts (IFRS 4) officially apply with effect from 1 January 2005. Although earlier implementation is allowed, SNS REAAL Group has decided to present the comparative figures for 2004 on IAS 32 and 39 and IFRS 4, in the 2005 financial statements according to the current principles. In addition, the most important developments will be shown according to IFRS, using our own internal figures. The most important effects of IFRS on the figures concern the following: § Loans and advances. - Securitisations. Under IFRS, the securitised mortgage portfolio will be included in the consolidated figures of SNS REAAL Group. This will lead to an increase in balance sheet total by approximately € 6 billion. - Credit provision. The IFRS rules concerning impairment have an influence on credit provision. The composition of the credit provision is different under IFRS than under current principles. This difference is due entirely to the provision – new under IFRS – for loans and advances on which there is no indication yet of impairment, also known as the ‘IBNR provision’. - Amortised cost. Valuation based on amortised cost differs from the current principle based on nominal value. For the mortgage portfolio, for instance, it means that the return on mortgages is stated on the basis of effective interest rate. § Investments - Investments in fixed-income securities. The bulk of the investment portfolio falls under the category ‘available for sale’ and is stated at fair value. In addition, some bonds are classified as ‘held to maturity’, with a corresponding valuation principle based on cost. The changes in the fair value of the bonds can lead to a certain degree of volatility in shareholders’ equity. - Swap results. According to Dutch Gaap principles, results from the sale of bond investments and loans where another bond or loan is bought back are accounted for in the balance sheet as swap results. These are taken up in the profit and loss account for the average duration of the investment portfolio. This is no longer allowed under IFRS. The achieved result is taken immediately to the profit and loss account. This will have a non-recurring positive effect on the shareholders’ equity of SNS REAAL Group. § Real estate. Under IFRS, the real estate of the insurance operations in own use is no longer presented as investment. SNS REAAL Group will state both real estate in own use and investment real estate at fair value. In future, the real estate in own use of the insurance operations will be depreciated. § Derivatives and hedge accounting. All derivatives are stated at fair value on the balance sheet. SNS REAAL Group will apply both ‘fair-value hedge accounting’ and ‘cash-flow hedge accounting’. § Pensions. The treatment of pensions according to IAS 19 will have a non-recurring negative effect on the IFRS shareholders’ equity. § The Fund for General Banking Risks. This Fund is no longer allowed under IFRS. Its elimination will lead to a oneoff release to shareholders’ equity at SNS REAAL Group. On balance, the transition to IFRS on 1 January 2005 has clear benefits for the shareholders’ equity. As far as the profit and loss account is concerned, volatility will increase, which we can reduce considerably by means of fair value and cash flow hedge accounting. 44 SNS REAAL GROUP Annual Report 2004 Report of the Group Executive Board Corporate governance The Dutch corporate governance code was agreed on 9 December 2003 by the Tabaksblat Committee. The Code applies exclusively to listed companies. Although the shares issued by SNS REAAL Group are not listed, the Group Executive Board and the Supervisory Board nevertheless want to present information in this and future annual reports about compliance with the Code’s principles and best-practice provisions that are aimed at the management and supervisory board. From its sense of social responsibility, SNS REAAL Group endeavours to comply with the main principles of the Code. The general picture Supervisory Board Since the Code was passed, various actions have been taken to ensure that SNS REAAL Group complies with the main outlines and the spirit of the Code: § The Articles of Association of SNS REAAL Group have been amended. § All the required steps have been taken to move to the decertification of the shares issued by SNS REAAL Group. § Members of the Group Executive Board have stepped down from the board of the Stichting Beheer SNS REAAL. § A remuneration, selection and appointments committee has been set up, in addition to the audit committee. § The regulations of the Group Executive Board and the Supervisory Board have been updated. § A whistleblower protection scheme has been approved. The Supervisory Board is responsible for monitoring and supervising the policy pursued by the Group Executive Board and supports the latter with counsel and advice. At least once a year, the Group Executive Board submits a written report to the Supervisory Board outlining the strategic policy, the general and financial risks and the management and control system. This has now also been formalised in the Articles of Association. These reports are discussed in the meeting of the Supervisory Board. A supervisory director can serve on the Supervisory Board for a maximum of three terms of four years. The Articles of Association as amended on 24 March 2004 stipulate that the sitting supervisory directors can be reappointed twice more for a term of four years. The Chairman of the Supervisory Board is not a former executive director of the company. The remuneration of the supervisory directors is not linked to the company’s performance. The Board of the Stichting that holds all the shares in SNS REAAL Groep N.V. consists of the members of the Supervisory Board. The Group Executive Board SNS REAAL Group is managed by the Group Executive Board, under the supervision of the Supervisory Board. None of the Board members hold supervisory directorships at listed companies. There is no share option scheme. The members of the Group Executive Board and the Supervisory Board are bound by the ‘Regeling PrivéBeleggingstransacties SNS REAAL Groep’ [Regulation on Private Investment Transactions] and the ‘Reglement Bezit en Transacties Effecten SNS REAAL Groep’ [Regulation on Securities Ownership and Transactions], which satisfy the requirements of the Code. As far as the terms of service are concerned, SNS REAAL Group has decided to deviate from the Code. No maximum term of service or successive term of service applies to the current members of the Board. When new members are appointed to the Board, it will be considered whether it is expedient to appoint them for a maximum term of service. Articles of Association The Articles of Association were amended in March and December 2004. The second amendment particularly concerns the new statutory two-tier rules as amended on 1 October 2004. One of the reasons for the first amendment was to incorporate elements of the Code in the Articles of Association. For example, the following were then included in the Articles of Association: § The power vested in the General Meeting of Shareholders to approve decisions by the Group Executive Board concerning an important change to the identity or character of the enterprise; § The power vested in the General Meeting of Shareholders to adopt the remuneration policy concerning members of the Group Executive Board; and SNS REAAL GROUP Annual Report 2004 45 Report of the Group Executive Board Corporate governance § The restriction of the term of service of supervisory directors to three four-year terms. Decertification of shares 46 Audit committee and remuneration, selection and appointments committee An audit committee was set up in 2001. In 2004, the Supervisory Board also set up a remuneration, selection and appointments committee, and drafted regulations for this committee. The Code has also led to changes in the regulations of the audit committee. These regulations will be published on the website. Traditionally, SNS REAAL Group has had a management structure whereby the shares are held by a Stichting Administratiekantoor, a trust, the Board of which consists of the members of the Supervisory Board. All depositary receipts for the shares are held by Stichting Beheer SNS REAAL. Partly with a view to possible future third-party participation in its share capital, SNS REAAL Group believes that the certification of its shares is no longer in keeping with the spirit of our times as reflected by the Code, among other things. All the necessary decisions have been taken with respect to deregistering the depositary receipts. It has also been agreed that the Stichting Administratiekantoor SNS REAAL will cease to exist after the shares have been decertified. The Group Executive Board and the Supervisory Board have always worked on the basis of carefully drafted regulations. Additions were made to these regulations on the basis of the Code, which in many cases involved the written documentation of situations that already existed in practice. These regulations will be published on the website of SNS REAAL Group. The Board of Stichting Beheer SNS REAAL Whistleblower protection scheme For years, the Board of the holder of the depositary receipts, Stichting Beheer SNS REAAL, consisted of the members of the Group Executive Board and the Supervisory Board. The Group Executive Board has concluded that, after decertification, its membership of the Board of the Stichting could hamper the functioning of the Stichting in its capacity as shareholder as envisaged by the Code. The members of the Group Executive Board have therefore stepped down from the Board of the trust. The Articles of Association were amended accordingly to reflect this. The Group Executive Board and the Supervisory Board approved and adopted a procedure for dealing with suspected abuse or breaches. The scheme defines steps to take in reporting suspected abuse or breaches by staff of SNS REAAL Group and the protection of the legal position of the person who reported the incident in question. The procedure nominates the P&O Director of SNS REAAL Group as confidential advisor or fiduciary. An Abuses Committee [Commissie Misstanden] will also be set up. The scheme will be published on the website of SNS REAAL Group. SNS REAAL GROUP Annual Report 2004 Regulations of the Group Executive Board and the Supervisory Board Report of the Group Executive Board Risk management SNS REAAL Group, as a financial retail specialist, has a low-risk profile and attaches great importance to systematic and proper risk management. In 2004, SNS REAAL Group further determined and refined its risk policy. This policy provides a uniform risk framework for the entire Group. It contains policy procedures and requirements for each risk category, for the organisation of risk management, for the relevant consultative structures, and for the management tools. Resources are allocated on the basis of the income/risk ratio of the separate activities and the aggregate risk profile of the Group as a whole. Goal of risk policy Risk management organisation As a bancassurance group for the retail and retail-plus market, SNS REAAL Group assumes a number of risks for its clients. Within the strategic framework, risk management actively focuses on a low risk profile for SNS REAAL Group. This is achieved along the lines of the following main principles: § Correct behaviour towards clients and other stakeholders § Proper process control and monitoring procedures § Aiming for a high quality of the portfolios § Limiting the mismatch in the balance sheet § Having comprehensive insight on the basis of accurate, timely and complete risk information The Group Executive Board is ultimately responsible for risk management. Within the Group Executive Board, the Chief Financial Officer, who is also the Chief Risk Officer, has risk management in his portfolio. The risk management organisation (see organisation chart) of SNS REAAL Group is set up to manage the most important risks effectively and efficiently. The Group Executive Board has been serving as the Group Asset/Liability & Risk Management Committee. The Committee is responsible for the set-up of the group-wide risk management organisation and translates the Group’s risk appetite into standards and limits for different risks Risk management organisation Supervisory Board Audit Committee Strategy Group Executive Board Asset/Liability & Risk Management Department SNS Bank REAAL Verzekeringen Group policy Group Asset/Liability & Risk Management Committee Operational Risk Management Committee Financial Services Act Committee Compliance Committee Risk Committee ALM Committee Credit Committee Pricing Committee Risk Committee ALM Committee Credit Committee Pricing Committee Policy and implementation main brands SNS REAAL GROUP Annual Report 2004 47 The introduction of the Financial Services Act was an important moment for REAAL Verzekeringen. It gave a very positive impulse to service quality in the insurance sector. At an early stage, REAAL Verzekeringen anticipated the consequences of the new act on the organisation. And with time in hand, it started early on to support intermediaries in dealing with the new regulations. Saskia van Dijk Communications Adviser, REAAL Verzekeringen ‘The arrival of the Financial Services Act is a good thing. We are convinced that the new rules will lead to better quality in our sector and greater transparency. The act also fits in with the values we live by, reliability, alertness, social involvement and transparency. So by taking the right approach to this new law, we can present ourselves as a really reliable insurer that supports intermediaries by offering practical solutions.’ Peparatory work ‘In the spring of 2004 we started getting to grips with the new regulations. At the time there was talk of introducing the act on January 1st 2005, but the date was subsequently postponed. That’s actually not such a bad thing as we’ve been able to do an enormous amount of preparatory work. We find it’s getting increasingly difficult to generate much attention for the topic among the intermediaries. They’ve already heard and read so much on the subject.’ REAAL Verzekeringen offers intermediaries valuable support in getting to grips with the new financial legislation. What differentiates REAAL from other insurers is its approach, which is not about sitting in the director’s chair and doing all the work. It’s all about offering people Back-up material ‘We offer intermediaries practical support materials. In addition we see ourselves as knowledge providers. We make sure that intermediaries have in house the materials they need to get up to speed themselves, materials such as updated brochures, revised product information, a new complaints form, a know-yourclient profile, specific training courses and all sorts of other practical materials. The account manager at REAAL Verzekeringen naturally also plays an important role in the activities surrounding the new legislation. He or she is the port of call for intermediaries’ questions. In short, financial advisers can count on us completely, as a knowledge centre and as a sounding board.’ the means to help themselves. In this respect REAAL acts as a knowledge provider in a role in which the account manager too plays an important part. 48 SNS REAAL GROUP Annual Report 2004 Working transparently ‘Financial advisers can depend on us completely: as a knowledge centre and as a sounding board.’ Report of the Group Executive Board Risk management within which the different entities can operate. During 2004, the ‘economic capital’ model took on a prominent role in this. For a number of risk areas, the approach does not have to differ for SNS Bank and REAAL Verzekeringen. With a view to uniformity and simplicity, therefore, it was decided to accommodate policy formulation centrally and, as such, for the whole Group. It concerns the risk areas integrity, responsible care and operational risk, which are dealt with by the Compliance Committee, the Financial Services Act Committee and the Operational Risk Management Committee respectively. The most important risks for the banking and insurance operations are managed in special committees. This concerns the interest rate risk that is managed by the ALM Committees of SNS Bank and REAAL Verzekeringen, and the credit risks that are managed in the Credit Committees. In addition, both SNS Bank and REAAL Verzekeringen have an overall Risk Committee, which monitors the coherence and coordination, and manages behaviour-related risks, duty to care and operational risk management at functional level. Correct pricing towards clients and a balanced choice between volume and margin are essential for the long-term value development of SNS REAAL Group. The Pricing Committees are responsible for this. The committees are staffed with aim of bringing together knowledge and decision-making powers. Accordingly, Group Executive Directors and staff from financing, risk management, fiscal-legal matters and sales participate in the committees. The mission and competences of the different committees were evaluated, tightened up and confirmed by the Group Executive Board in 2004. Interest rate risk Interest rate risk arises from the difference between the term of loans issued and investments made on the one hand, and that of contracted borrowing and liabilities on the other. The interest rate risks of these positions are monitored with the aid of gapping and duration analysis, value-at-risk and the analysis of stress scenarios. The Group Executive Board has issued a system of limits and frameworks within which interest rate risk must remain. Interest rate risk has an important position in the low-risk profile of the Group. This risk represents approximately one third of the total risk at Group level. On the basis of the current 50 SNS REAAL GROUP Annual Report 2004 interest rate position, the banking operations will benefit from an interest rate drop, while the insurance operations will benefit from an increase. Investment risk The investment risk within SNS REAAL Group is concentrated in REAAL Verzekeringen. Stochastic scenario analyses are used to determine a strategic mix for the investment portfolios. The risk profile of this mix satisfies preconditions with respect to solvency, the score in Standard & Poor’s rating model and investment income. As far as maturity is concerned, the investment portfolios are matched with the liabilities within a predetermined bandwidth, and are carefully spread across regions, sectors and companies. REAAL Verzekeringen applies a system of risk-spreading measures for managing counterparty risks in the investment portfolios (see ‘The investment portfolio of REAAL Verzekeringen’ on page 54). Currency risk Because SNS REAAL Group focuses on the Dutch market, sensitivity to foreign currency rates is limited. At SNS Bank, all relevant currency risks are hedged. For REAAL Verzekeringen, currency risks on fixed-income securities are fully hedged. In the equity investment portfolio, three quarters of the currency risk on the US dollar and the yen are strategically hedged. Currency risk is not material for the Group as a whole. Trading risk SNS Bank only faces a limited trading risk, which is calculated on a daily basis and managed by means of a system of limits. The applied framework of value-at-risk and stress limits for extreme situations for managing its trading activities also performed to satisfaction in 2004. The number of deviations was in line with the expectations for such models. Credit risk The banking operations have a low credit risk profile. The portfolio contains about 90% mortgage loans, besides a limited portfolio of consumer loans and a relatively small and well-spread portfolio of loans to small and mediumsized enterprises. During the year under review, further progress was made in developing internal models for credit risk management. For instance, improved scoring models were implemented Report of the Group Executive Board Risk management Programmes for risk management and managing on the basis of value A number of major projects in the field of risk management and managing on the basis of value were accelerated and started up in 2004. These concern Basle II, Economic Capital and RAROC, the Risk Management Policy and the ‘in control’ programme. The programmes were initiated because of the increasingly stringent regulations governing prudential supervision and reporting. SNS REAAL Group believes that these programmes will also improve the quality of the risk management. Basle II The capital that banks are required to hold as a buffer against unexpected losses is still based on the 1988 Basle capital accord. The new Basle II capital accord was presented in June 2004 and is expected to take effect at the end of 2006. The new capital accord proposes to introduce more risk-sensitive capital requirements. These allow banks – under strict conditions – to use internal risk analysis systems for calculating their minimum capital requirement. SNS Bank is actively preparing for these renewed regulations by setting up internal models for credit risk management, implementing a group-wide Operational Risk Management framework, through the development of a system for economic capital calculations and the setting-up of a detailed reporting system for internal and external reporting. From calculations made on the basis of models released by Basle, and results of internal calculations, it appears that the new accord does, indeed, do justice to the low risk profile of SNS Bank. Economic Capital / RAROC Using the ‘economic capital’ concept, an analysis is made of whether an institution has sufficient capital to cover all the risks to which it is exposed. This is referred to as the capital management process. During the past year, this process has become part of the area of responsibility of the ALM Committees. With the aid of RAROC (Risk-adjusted return on capital), the risk-adjusted return on the economic capital can be calculated for each product group or business line. Thus RAROC forms an important input for the strategic portfolio management. This measuring and management instrument makes a vital contribution to a healthy and robust value creation for SNS REAAL Group. ‘In control’ programme As a non-listed company, SNS REAAL Group is not immediately required to comply with the provisions of Tabaksblat. However, this code contains useful elements to make being ‘in control’ transparent for the company’s stakeholders. In addition, it makes the line management at all levels in the organisation aware of the importance of managing risks. SNS REAAL Group is preparing to issue a transparent and substantiated ‘in control’ statement. To this end, a programme was set up at the end of 2004 with three aims: firstly, to implement a structure for showing that the line is ‘in control’; secondly, to undertake possible improvement actions; and, thirdly, to produce an ‘in control’ statement. for mortgages, consumer loans and retail business during 2004. To further eliminate counterparty risk on ALM transactions, credit risk positions are hedged. During the financial year, REAAL Verzekeringen has tightened the criteria for granting and authorising credit facilities to intermediaries, improved the administrative organisation of the lending process and set up a special credit committee. Liquidity risk SNS REAAL Group focuses ample attention on the management of liquidity risk so that the Group has sufficient reserves at its disposal and always remains able to meet its financial obligations. The procedures are also geared towards stress situations on the money and capital markets. SNS Bank is the largest borrower within the group (see section on ‘Funding’ on page 56). SNS Bank is striving for SNS REAAL GROUP Annual Report 2004 51 Report of the Group Executive Board Risk management a broad investor base, with an extensive range of financing instruments and unhindered access to the international money and capital markets. In 2004, greater emphasis was placed on liquidity and assets. The previously agreed method for ‘Risk Self-Assessment’ was continued in 2004. This means that business units identify, assess and prioritise their own individual operational risks in a uniform and structured manner. In 2004, SNS Bank combined good access to the financial markets with a stable and low credit spread. Maturity of funding was extended in 2004, as a result of which the maturity of the assets and liabilities are better geared to each other. In this context, the organisation benefited from the historically low level of credit spreads. Price risk Insurance risk The insurance portfolio has a low-risk profile. The portfolio contains a well-spread portfolio of mainly life insurance policies and a non-life portfolio focused on the retail market and small enterprises. REAAL Verzekeringen reduces insurance risks with a system of tight procedures and criteria for product development, acceptance, forming reserves and pricing. Inappropriate risks, or risks that exceed predetermined limits are reinsured, insofar as they are actually accepted. The risks are only placed with leading reinsurance companies with good creditworthiness. Moreover, a balanced spread is aimed for, and long-term relationships are maintained with reinsurers. There were no disasters in the Netherlands in 2004. The terrorism risk is reinsured with the Dutch reinsurance company for terrorism risk. Operational risk The infrastructure for operational risk management was further developed during 2004. The Assets/Liabilities & Risk Management department takes care of preparing policy making, developing methods and techniques, and supervising implementation. The coordinating Operational Risk Management Committee monitors progress (see organisation chart). The rates and prices of SNS REAAL Groep are agreed on the basis of theoretical rates. These include a fee for expected risks, the cost of shareholders’ equity and loan capital and management expenses. Examples of risks include the credit risk in a loan, the death risk in a life insurance policy or the market risk in an investment product. The structure of the shareholders’ equity and the funding also affect the theoretical pricing. The actual pricing towards clients is determined on the basis of the advice of the Pricing Committees, with account being taken of market conditions, in addition to the theoretical price. Behaviour-related risk In 2004, behaviour-related risk was included in the Risk Management Policy of SNS REAAL Group. Behaviourrelated risk is divided into two categories: duty of care risk and integrity risk. § Duty of care risk Duty of care risk includes present or future threats to the equity, the result, the reputation or the continuity of SNS REAAL Group as a whole, as a result of inadequate compliance by managers or staff of SNS REAAL Group with the prevailing legislation and regulations in the field of the duty to care for customers. Examples of such statutory requirements include acting in the interest of customers and the transparency of the financial services or products on offer. The coordinating Financial Services Act Committee (see diagram), on which the responsible members of the Group Executive Board and the Boards of Directors, as well as the Legal Affairs Director, have a seat, deals with and discusses all the important issues with respect to the duty Compliance statement of SNS REAAL Group SNS REAAL Group strives to provide high-quality service. This is only possible if SNS REAAL Group and its employees act with complete integrity. This does not only mean acting in accordance with legal constraints, but also treating customers with respect and maintaining the reputation of SNS REAAL Group as a trusted partner. 52 SNS REAAL GROUP Annual Report 2004 Report of the Group Executive Board Risk management to care (or related to it), and agrees actions that have to be implemented by the business divisions. § Integrity risk Integrity risk can be described as the risk of damage, loss or other negative consequences for managers or staff of SNS REAAL Group or SNS REAAL Group itself, such as penalties imposed by regulators, damage to the reputation or misuse of SNS REAAL Group by clients or third parties as a result of inadequate compliance with legislation and integrity regulations. Examples of such statutory requirements concern the integrity of staff, the integrity of the operational management of SNS REAAL Group, fighting money laundering and avoiding conflicts of interest. The Compliance Committee (see organisation chart), on which the holders of the Compliance portfolios in the Group Executive Board and the Boards of Directors have a seat, deals with and discusses all the important issues in the field of compliance and integrity or related issues. SNS REAAL Group values its integrity, professionalism and solid reputation very highly. The pursuit of these values is laid down in the ‘Compliance statement’ (see the box). In order to drive the mission and integrity policy, SNS REAAL Group has formulated business principles that are the starting point for the policy and the day-to-day ‘thinking and doing’ (see page 3). The integrity policy of SNS REAAL Group contains rules and procedures that are based on the Group’s own principles, legislation and regulations, and codes of conduct in the banking and insurance sectors. The basic principle is that directors, management and staff do not just act in accordance with these rules and procedures, but also act in the spirit of them. The ‘Compliance Handleiding Hoger Kader’ [compliance manual for senior managers] provides a summary of important integrity standards that apply to the Group’s staff and is intended for senior management. In addition, the ‘Algemene Gedragscode Integriteit’ [general integrity code of conduct] includes rules of conduct for all staff members concerning the responsible treatment of information, serving clients properly, acting in compliance with regulations and internal instructions, avoiding money from criminal sources, avoiding account constructions that are not permitted, and preventing conflicts of business and private interests. SNS REAAL GROUP Annual Report 2004 53 Report of the Group Executive Board Investment portfolio of REAAL Verzekeringen REAAL Verzekeringen manages an investment portfolio of approximately € 9 billion for its own account and risk. The bulk of this – more than 90% – is in fixed-income investments. REAAL Verzekeringen faces a limited interest rate risk only and works constantly to further limit the risk. Interest rate risk Fixed-income portfolio By virtue of its business activities, REAAL Verzekeringen faces limited interest rate risk. This risk arises from the difference between the term of loans issued and investments made on the one hand, and that of contracted borrowing and liabilities on the other. Interest rate risk is monitored with the aid of duration analyses, stochastic and stress scenarios analyses. REAAL Verzekeringen has issued a system of frameworks and limits within which interest rate risk must remain. The fixed-income portfolio of REAAL Verzekeringen primarily contains securities and loans denominated in euros. Where REAAL Verzekeringen faces risks, most of the currency risk is hedged. The policy initiated in 2003 to invest more in ‘credits’ was further developed in 2004, which boosted returns on the fixed-income portfolios as these bonds have a higher yield reflecting slightly higher risk. To limit interest rate risk, in 2004 REAAL Verzekeringen continued its policy to better align the investment portfolio with the nature of its liabilities. This has led, among other things, to a further lengthening of the fixed-income portfolio. Asset mix An ALM study carried out in 2004 led to a formulation of preconditions and targets with respect to solvency, investment income and the interest rate sensitivity of shareholders’ equity. REAAL Verzekeringen wants to continue to meeting the requirements for the solid A-rating it pursues. As such, account was taken of the criteria that regulators and rating agencies apply when assessing the financial resilience of REAAL Verzekeringen. In the ALM study, the relative size of the different investment portfolios – the asset mix – was carefully determined with the aid of stochastic analyses, among other things, with investments and liabilities being considered in their mutual relationship (see box below). REAAL Verzekeringen applies risk-spreading measures to manage counterparty risks in its investment portfolios. This has ensured that these portfolios are carefully spread across regions, sectors and companies. Equity portfolio The equity portfolio of REAAL Verzekeringen partly consists of portfolios with index funds in the European, American and Far Eastern regions, with most of the currency risks being hedged. This achieves an equity portfolio with a worldwide spread without the corresponding exposure to currency risks. In addition to these index funds, REAAL Verzekeringen has some positions in individual equity funds, including strategic interests. Real estate portfolio The real estate portfolio of REAAL Verzekeringen partly consists of real estate funds and partly of direct real estate investments in the Netherlands. The real estate funds concern listed European shares of real estate companies and/or investment companies in real estate. The asset mix of REAAL Verzekeringen at the beginning and end of 2004 Asset category Fixed income Equities Real estate 54 SNS REAAL GROUP Annual Report 2004 1 Jan 2004 91.8% 3.8% 4.4% 31 Dec 2004 91.6% 3.8% 4.6% Report of the Group Executive Board Investment portfolio of REAAL Verzekeringen ���������������������������������������������� ����������������������������� ����� ��� ��� ��� ��� ��� ��� ��� ��� �� ������ ����������� �������������� ����� ������� �������� �������� ������� ������� ������� ������� ������� ������� ������� �� ������� The declining capital market interest rates and cautious recovery of the stock markets contributed to a positive total return of more than 8% on the investment portfolio in 2004. The adjoining diagram illustrates the development of the value of each asset category and of the investment portfolio as a whole, whereby 1 January 2004 = 100. ������� Returns SNS REAAL GROUP Annual Report 2004 55 Report of the Group Executive Board Funding SNS Bank is an active player in international capital markets. The funding strategy of the bank is based on diversification of funding instrument, investor type, geography and maturity. This strategy has provided SNS Bank with good access to international capital markets and enables the organisation to finance its growth at competitive levels. Expanding the diversification strategy SNS Bank has several funding programmes. It has at its disposal a € 20 billion Euro Medium Term Note programme (EMTN), under which it issues public and privately placed bonds. SNS Bank also makes use of a € 4 billion Euro Commercial Paper programme (ECP). In 2004 SNS Bank established an Australian A$ 3 billion MTN programme and used this programme to tap the Australian investor base by issuing a A$ 325 million 3-years floating rate note and a A$ 225 million 5-years bond with a coupon of 5.75%. Furthermore, the bank set up a € 4 billion French CP programme, providing access to this highly liquid regulated market. Both funding programmes add substantial value to the bank’s diversification strategy. ������������������������������� Outstanding SNS Bank benchmark bond loans € 500 € 1.000 € 1.000 $ 1.000 € 1.000 € 800 € 500 € 900 million million million million million million million million For a number of years now, SNS Bank has applied the policy of finding the right balance between the bank’s funding requirements and demand from investors for SNS Bank’s funding instruments. All public deals are marketed ������������������������ �� �� ��� �� �� ��� ��� ��� ��� ��� ��� �������� ��� ������� ������ ������� ���� �������� ��� ��������� ������������� ������� ��������� �������� 56 SNS REAAL GROUP Annual Report 2004 Feb 2005 Sep 2006 Oct 2007 Jun 2008 Apr 2010 Oct 2011 Jun 2012 Feb 2014 Benchmark bonds �� �� FRN FRN 6.00% FRN 6.125% FRN 5.625% 4.625% Report of the Group Executive Board Funding according to a book-building procedure and the bank has several bonds outstanding in ‘benchmark size’. In 2004 SNS Bank issued a € 900 million fixed rate transaction maturing in 2014 and a € 800 million floating rate transaction maturing in 2011. These bonds complement the credit curve for SNS Bank’s benchmark bonds, which gives investors the opportunity to switch duration within the credit curve of SNS Bank. These bonds of which there is more than € 500 million outstanding, are actively traded and have benefited from a strong liquidity. SNS Bank has become one of the benchmark issuers in Europe for singleA rated financial issuers. Credit spread benefited from favourable market conditions Over the course of 2004 SNS Bank’s credit spreads have improved consistently. One of the reasons for this has been the declining interest rate environment, which has led to spread compression. Furthermore the credit spreads have benefited from an increasing appetite for credit issued by financials with a retail business profile. Within the bank’s own rating category, the benchmark bonds of SNS Bank have consistently outperformed the iBoxx index (see the graph below), just as in previous years. Continued securitisation of mortgage loans In March 2004, the bank originated its first synthetic securitisation under the name Provide Lowlands I. In this transaction launched under KFW’s Provide platform, the bank bought protection against € 1 billion of its residential mortgage portfolio. In June the bank launched its eighth Hermes transaction for a portfolio of € 1.25 billion of mortgages. The Hermes programme ranks among the top three most active securitisation programmes for residential mortgage loans in the Netherlands. Securitisation forms an integrated part of the funding activities of the bank. For an overview of outstanding securitisations see page 82 of the financial statements. In the course of 2004 credit spreads for Dutch Residential Mortgage Backed Securities improved significantly for all rating classes as a result of increased demand from institutional investors. Ratings During the year under review, S&P converted its ‘negative outlook’ for SNS Bank into a ‘stable outlook’. In its publication of October 12, 2004, S&P stated: ‘The outlook revision reflects the reduction in SNS REAAL’s double leverage ratio, and the improved financial performance of the group’s insurance operations. It also recognizes the continued solid financial performance of SNS Bank.’ In May 2004 Moody’s confirmed its ratings and the positive outlook for SNS Bank. In its research report, dated May 2004, Moody’s states: ‘The positive outlook on the A2/ C+ ratings takes account of the trend towards increased ������������������������������������������������ ��������������� �� �� �� �� �� �� ������������������������ ������������������������ ������������������������ ������� �������� �������� �������� ������� ������� ������� ������� ������� ������� ������� ������� ������� � �������������������� SNS REAAL GROUP Annual Report 2004 57 Report of the Group Executive Board Funding efficiency and a more focused strategy.’ The long term rating by Fitch Ratings enjoy a stable outlook and has been one notch higher than the long term rating by S&P and Moody’s since its inception in 1999. SNS Bank Short term Long term Outlook SNS REAAL Group Short term Long term Outlook 58 SNS REAAL GROUP Annual Report 2004 S&P Moody’s Fitch A-1 P1 A A2 Stable Positive F1 A+ Stable S&P Moody’s A-2 AStable A3 Stable Capital market activities SNS REAAL Group The activities of SNS REAAL Group in capital markets are limited. It has at its disposal a € 1 billion MTN Programme, under which € 269 million was in issue at year-end 2004. Furthermore, it makes use of privately placed loans and Deposits. Report of the Group Executive Board Socially responsible business practice SNS REAAL Group attaches great value to ‘social commitment’. This is illustrated by the fact that it is one of the four business principles. ‘Social commitment’ is nothing new to the company: SNS REAAL Group originated from a merger process involving dozens of banks and savings banks and insurance companies, all firmly rooted in society. We have been active in the field of corporate social responsibility for years now, and are now going to be even more focused in carrying out what we are doing and are going to do. The first sustainability report of SNS REAAL Group will appear in 2005 and will go into more detail on what is outlined below. ‘Social commitment’ as principle As a bancassurance retail specialist, SNS REAAL Group is close to its clients. That means that we are constantly giving account of social developments and their consequences for our target groups. At a time where there is a lot of pressure on disposable income, pension provisions and healthcare, we consider it our duty to assist clients in finding possible solutions. Our aim is for customers to recognise our social commitment and our staff have an important contribution to make in this context. In our education and training courses – and immediately in our induction programme for new staff – we focus explicitly on putting our social orientation into practice. Sixth Day of Ethical Investment Our solid social commitment is also expressed in the ‘Day of Ethical Investment’, which ASN Bank organised for the sixth time. Child labour was the central theme on this day. The guest speakers included a professor in child labour, the director of the International Labour Organisation, the directors of Ikea Netherlands and the National India Committee. As usual, the Day attracted a lot of attention from the media and public. ASN Bank: sustainable banking ASN Bank, the bank for sustainable banking, invests the entrusted funds in projects and enterprises that specifically take account of human and animal welfare, nature and the environment. This ‘people, planet, profit’ idea appeals to many, as borne out by the thousands of customers it attracts every year. Managed assets increased by € 350 million in 2004. More than a third of this went to ASN Beleggingsfondsen, in particular the ASN Groenprojectenfonds [green projects fund] and the ASN Novib Fonds. ASN Bank’s investment funds grew by more than 20% to € 680, which increased the segment market share in sustainable investment funds to more than 35%. SNS Bank and REAAL Verzekeringen also actively sell the funds of ASN Bank. That sustainability and profitability go handin-hand is confirmed by a study carried out by ’Money’ magazine, in which the ASN funds scored as the best performing Dutch group of funds. In the field of savings, ASN Bank introduced the ASN (Milieu) Sparen and the ASN Garantiebeleggen as hybrid savings and investment products in 2004. ASN Bank has issued a sustainability report for several years now. Developing sustainable products SNS REAAL Groep develops products for its own brands that are focused on sustainability. Examples include the ASN Aandelenfonds [equity fund] and the SNS Duurzaam Aandelenfonds [sustainable equity fund]. Both funds invest exclusively in enterprises that satisfy stringent criteria in the field of the environment and social policy. Many clients choose sustainable funds in combination with their investment-based mortgage or insurance. Social commitment is also expressed in the way in which SNS Bank designed its website. That took place in close consultation with organisations representing visually disabled people, so that the site could be better accessible to them. Another example is the ‘pin-delaying mechanism’ installed in our cash dispensers, which adapts the dispenser to the speed of the user, which is ideal for elderly people and those with a disability. SNS Asset Management SNS Asset Management is an internationally recognised specialist in sustainable asset management. It is a driving force in the ongoing development of the sustainability concept. The aim is to focus attention on Europe. A joint venture has been set up with the Japanese research SNS REAAL GROUP Annual Report 2004 59 Report of the Group Executive Board Socially responsible business practice agency ‘Good Bankers’ for the Asian markets. A similar joint venture arrangement is being developed for the American markets. In addition to institutional mandates, SNS Asset Management also takes care of the portfolios of ASN Beleggingsfondsen and SNS Beleggingsfondsen and is responsible for the sustainability research for the OrangeSenseFund. The bulk of SNS REAAL Group’s own investment portfolio concerns fixed-income securities, particularly European government bonds. Investments in equities and ‘credits’ are made on the basis of the sustainability criteria of SNS Asset Management. SNS REAAL Group intends to give substance to these ethical investments, both for its own investments and for investment funds, by using the voting rights at the General Meetings of Shareholders. After completing verification in 2004, SNS Asset Management can claim to be ‘GIPS compliant’. GIPS stands for ‘Global Investment Performance Standards’. The assets under management amount to more than € 12 billion. At the end of 2004, SNS REAAL Group joined the ‘Enhanced Analytics Initiative’, a group of seven institutional investors in the Netherlands, the UK and France. It was agreed that they would commit 5% of their commission flow in 2005 to brokers who also pay attention to non-financial and intangible investment criteria in their company analyses. Stimulating such distinctive research fits in well with the sustainable activities of the asset management group. SNS REAAL Fund The SNS REAAL Fund supports projects and activities with a broad public interest. It involves many hundreds of big 60 SNS REAAL GROUP Annual Report 2004 and small projects at local, regional and national level. The areas of particular interest are ‘culture & education’, ‘emancipation’ and ‘nature & the environment’. An example of a major national project is the ‘Prix de Rome’, the most important Dutch prize for encouraging young talented artists. Including a number of other smaller funds, the Group donates approximately € 3 million to public projects every year. In-house focus on sustainability In mid-2004, the support services of SNS Bank and REAAL Verzekeringen were merged into shared Facility and Service operations for SNS REAAL Group. More than ever before, ‘sustainability’ will become the guiding principle for policy and will be translated into specific objectives. One of them is for 20% of all purchases in 2005 to fall under the category ‘sustainable’, which means that suppliers and their products and services will have to satisfy strict sustainability criteria. ‘Purchase ethics’ – rules concerning social behaviour, integrity and the same information being available to suppliers – form part of our purchasing policy. SNS REAAL Group has an Environmental programme, which includes goals for several years in succession relating to reducing the negative effects of business operations on the environment. It includes more restrictions on the use of energy, water and paper, and a reduction in waste and CO2 emissions. Objectives have also been agreed upon with respect to using organic products and sustainable office supplies. The sustainability report will focus in greater detail on these objectives and the results achieved so far. Report of the Group Executive Board Personnel and Organisation In 2004, we conducted a second staff satisfaction survey eighteen months after the first one. At almost 70%, the response rate was significantly higher than the first time. General satisfaction scores 7.4; this is a fraction lower than last time, but higher than the average score Dutch employees give for their working conditions. One of the best companies to work for The introduction of the kaleidoscope as joint logo, plus the connection between the names of the Group and both main brands, have contributed towards SNS REAAL Group getting better exposure in the labour market. Our organisation has been on its way up in a range of league tables of ‘best companies to work for’. SNS REAAL Group has built up a good name both among potential employees and Intermediar’s best employer survey, which is based on primary and secondary employment terms and conditions. This positive perception is reflected in the aforementioned in-house survey. Again profit-sharing of 3.5% In 2002, we introduced a profit-sharing scheme that kicks in with net profit growth of 10%. In 2004, this level of profit growth was achieved – just as in 2003 – and the maximum of 3.5% of gross annual salary was paid out. Sick leave reduced further Returning to work after a period of sick leave is the joint responsibility of the employee in question and the line manager. Curtailing absenteeism is a goal of management policy. This has resulted in absenteeism falling for a number of years now, and falling even further to 4.4% for the entire Group in 2004 (2003: 5.0%). This rate is well below the national average. SNS REAAL Group has one occupational health and safety service for the entire organisation. As part of the health and safety agreement, we’ve been conducting more research into the effects of working with computer screens. As part of the policy against undesirable social behaviour, a confidential advisory committee was set up. Collective Labour Agreement (CAO) for 2004-2005 not yet settled SNS REAAL Group agrees a CAO for all its staff. The previous CAO, which expired on 1 June 2004, has not yet been succeeded by a new one. Negotiations are positive, but the issue of wages being paid during the second year of sick- ness is a stumbling block. Negotiations will be resumed as soon as the government, employers and trade unions have reached agreement on this issue in the interpretation of the Social Accord. A three-year Social Plan A Social Plan has been agreed with the trade unions for 2004 to the end of 2006. This Plan applies to employees who lose their job as a result of a reorganisation. They are carefully supported and supervised in finding another suitable internal or external position. In 2004, for instance, this applied to a number of staff of the support services of SNS Bank and REAAL Verzekeringen, which were merged at Group level. It was decided in 2004 to merge the Personnel and Organisation departments; this decision will be implemented in 2005. Towards a single Pension Fund A lot happened in the pensions field in 2004. As agreed in the previous CAO, the pension scheme was converted from a final-pay to an average-pay scheme on 1 January 2004. In addition, after a transition period of five years, all staff will pay a personal contribution of 5% of pensionable earnings. The pension fund of SNS Bank and the pension insurance of REAAL Verzekeringen were merged into the Stichting Pensioenfonds SNS REAAL Groep with retrospective effect from 1 January 2004. Generous investment in training We pay a lot of attention to the development of our staff, based on the principle that development is in the public interest and the joint responsibility of employees and the company. SNS REAAL Group invests around 3.0% of the total wage and salary bill in staff training and education. Management Development and Leadership Development The ambitions of SNS REAAL Group cannot be achieved without properly qualified and motivated employees. The Group therefore wants to create a working environ- SNS REAAL GROUP Annual Report 2004 61 Report of the Group Executive Board Personnel and Organisation ment that offers employees opportunities to grow and be promoted. To this end, programmes are developed at all levels and tailored to developments inside and outside our Group. At the end of 2004, the Management Development policy was evaluated on the basis of interviews with staff, line management and participants in the management development programme. The need for personnel planning appeared to be the most important area for attention, followed by staff development. We want to strengthen both these areas in 2005 and to reflect that we plan to adjust our Management Development programme. As part of the Group growth strategy, Management Development focuses on personnel planning and staff succession issues, so that the right people are prepared in good time for positions expected to become vacant in the short and longer term. Horizontal appointments form an important part of this strategy. It is our explicit goal to fill three quarters of the vacancies in higher management positions with internal candidates in the long term. In contrast to the previous year, we did not succeed in doing this in 2004. Our pursuit of synergy means that increasingly we are looking to exchange talented members of staff between the different business divisions within SNS REAAL Group. This strengthens the coherence and mutual familiarity among the business divisions and creates broad support for the Group’s values and standards. This is particularly the case with generalist at the start of their career as it 62 SNS REAAL GROUP Annual Report 2004 gives them the space and time to get to know the company across the board and in all its facets. SNS REAAL Group has also set up a Leadership Development Programme to offer staff with management abilities the opportunity to grow towards a leadership or specialist position. The five planned programmes are tailored to the personal learning objectives of individual participants and the wishes of the organisation. They contribute towards the results-oriented and enterprising culture we are striving for. Of the five programmes, set up in cooperation with specialist training and education institutions, three are currently running. These are the Talent Development Programme (TOP), the Young Executive Programme (YEP) and – in cooperation with the Business School of the University of Tilburg – the Management Programme (MP). TOP are YEP are general management courses with a broad orientation for young talented staff; MP was set up for managers and potential managers of the fourth echelon. Performance and Competency Assessment (PCA) PCA was introduced as the appraisal system for all staff in 2003. Each year, line manager and member of staff assess the achievement of agreed objectives (performance) and the development of skills (competency). PCA is a tool for promoting staff development and result-oriented working practice. The PCA interview can lead to a personal development plan, of which the aforementioned training opportunities form a part. Report of the Group Executive Board Outlook The financial and commercial results we have achieved in recent years justify the conclusion that our strategy is a success. We will continue with our development towards becoming the favourite bancassurance retail specialist in the Netherlands as far as our three core products are concerned. We will continue to pursue growth, both organically and non-organically. Continuing along this positive line, we have agreed ambitious commercial objectives and market share targets for the coming years. External conditions are not entirely favourable. A recovery has been forecast for the Dutch economy but it appears to be slow in coming. The purchasing power of families – our target group par excellence – is increasing very little, if at all. New legislation and regulations in the field of financial services, consumer protection, and pension schemes have far-reaching, but not fully calculable, consequences for our clients and our organisation. In 2005, we will start preparing our financial reporting in accordance with IFRS, the International Financial Report- ing Standards. It is expected that these standards will lead to greater fluctuations in results and shareholders’ equity. Incidentally, adequate measures have been taken to manage and/or reduce this volatility. With a view to the aforementioned external factors, and given the recent introduction of IFRS, we are not prepared to issue a profit forecast for 2005 at the moment. We expect to make a profit forecast for the whole of 2005 at the presentation of the half-year figures for 2005. Utrecht, 9 March 2005 S. van Keulen C.H. van den Bos M.W.J. Hinssen R.R. Latenstein van Voorst SNS REAAL GROUP Annual Report 2004 63 64 SNS REAAL GROUP Annual Report 2004 2004 Financial statements SNS REAAL GROUP Annual Report 2004 65 2004 Financial statements Consolidated balance sheet Before profit appropriation and in € millions 31 December 2004 31 December 2003 Assets Intangible fixed assets 1 Tangible fixed assets 2 Participating interests 3 Investments 4 Mortgage loans 5 Other loans 6 Banks 7 Liquid assets 8 Other assets 9 Accrued assets 10 10 106 306 11,390 35,450 2,648 3,124 753 667 1,225 15 119 478 11,987 31,997 3,358 2,410 420 1,059 1,215 Total assets 55,679 53,058 Shareholders’ equity 11 Third-party interests 12 1,961 298 1,643 298 Group equity Subordinated debts 13 Fund for general banking risks 14 2,259 1,145 70 1,941 1,156 70 Capital base 3,474 3,167 General provisions 15 Technical provisions, insurance operations 16 Savings 17 Other funds entrusted, banking operations 18 Debt certificates 19 Banks 20 Other liabilities 21 Accrued liabilities 22 140 11,330 11,263 7,338 17,813 2,372 1,034 915 308 11,174 10,404 7,156 16,169 2,344 1,055 1,281 Total liabilities 55,679 53,058 Liabilities The numbers mentioned with the balance sheet items refer to the notes starting on page 77. 66 SNS REAAL GROUP Annual Report 2004 2004 Financial statements Consolidated profit and loss account In € millions 2004 2003 Income Gross premium income 23 Investment income 24 Interest income, banking operations 25 Commission 26 Other income 27 1,689 815 1,788 109 74 1,779 723 1,794 92 84 Total income 4,475 4,472 Technical expenses, insurance operations 28 Interest charges, banking operations 29 Other interest charges 30 Staff costs 31 Other operating expenses 32 Value adjustments to loans and advances and financial fixed assets 33 Other expenses 34 1,876 1,283 41 426 366 71 3 1,934 1,282 29 460 347 61 2 Total expenses 4,066 4,115 409 357 81 97 328 260 18 17 310 243 Expenses Operating profit before taxation Taxes 35 Group profit Third-party interests 36 Net profit The numbers mentioned with profit and loss account items refer to the notes starting on page 101. SNS REAAL GROUP Annual Report 2004 67 2004 Financial statements Consolidated cash flow statement In € millions 2004 2003 Cash f low from operational activities Net profit Adjustments for: - Depreciation - Value adjustments to loans and advances - Change in general provisions - Other changes in accrued and deferred items 310 43 71 (169) (3) Cash flow from business operations Change in mortgage loans Change in other loans Change in banks (not payable on demand) Change in technical provisions, insurance operations Change in savings Change in other funds entrusted, banking operations Other changes relating to operational activities Total cash flow from operational activities 68 SNS REAAL GROUP Annual Report 2004 243 45 61 (43) 97 (58) 160 252 403 (3,453) 710 (515) 156 858 183 (59) (3,564) 836 (375) 2,921 786 701 (28) (2,120) 1,277 (1,868) 1,680 2004 Financial statements Consolidated cash flow statement In € millions 2004 2003 Cash f low from investment activities Investments and purchases: - Investment portfolios - Other participating interests - Tangible fixed assets - Intangible fixed assets 8,147 160 32 5 7,905 530 50 13 (8,344) Divestments, redemptions and disposals: - Investment portfolios - Participating interests - Tangible fixed assets - Intangible fixed assets 8,501 250 10 2 (8,498) 5,200 472 3 -- 8,763 5,675 Change in investments on behalf of policyholders 321 (869) Total cash flow from investment activities 740 (3,692) Cash f low from financing activities Income from subordinated loans Redemptions of subordinated loans Income from debt certificates Redemptions of debt certificates Total cash flow from financing activities Change in liquid assets -(12) 10,611 (8,967) 235 (16) 13,709 (11,750) 1,632 2,178 504 166 SNS REAAL GROUP Annual Report 2004 69 2004 Financial statements General notes Principles for the consolidated balance sheet and profit & loss account of SNS REAAL Group Consolidation principles SNS REAAL Group N.V. holds 100% of the shares in SNS Bank N.V., REAAL Verzekeringen N.V. and SNS REAAL Invest N.V., which are respectively engaged in banking, insurance and other operations. The classification of items in the consolidated balance sheet, consolidated profit and loss account and the consolidated cash flow statement, as well as the accounting principles, are therefore presented as far as possible in accordance with the relevant guidelines and formal procedures prescribed for banks and insurance companies as a whole. The summary of the group companies shows which of them form part of SNS Bank, REAAL Verzekeringen and SNS REAAL Invest, respectively. The assets, liabilities, income and expenses of SNS REAAL Group and its group companies are consolidated in full. Third-party interests in the equity and income of group companies are disclosed separately in the consolidated balance sheet and the profit and loss account. Financial relationships and transactions conducted between SNS REAAL Group, SNS Bank, REAAL Verzekeringen and SNS REAAL Invest within the framework of the normal business operations and in line with normal commercial practice are not eliminated. All other mutual financial relationships and transactions are eliminated. This method is designed to provide clear insight into the development of the business activities. The notes to the consolidated balance sheet and profit and loss account present information by segment, making a distinction between SNS Bank, REAAL Verzekeringen and the group. With effect from 2004, in connection with the change of strategy, the SNS REAAL Invest information is accounted for under ‘other’. The results of REAAL Verzekeringen are divided into the categories life insurance, non-life insurance and other. The company profit and loss account was prepared in accordance with article 402, Book 2 of the Netherlands Civil Code. Changes to principles and presentation In order to fall more into line with what is customary in the sector, and/or international developments, the following changes have been introduced in the presentation. The management fees on capital invested in the banking operations are henceforth being presented as commission and no longer as other income. The comparative figures have been adjusted. Also, the results of a number of specific investments are accounted for henceforth in net terms. As a consequence, the result is stated in the taxes item. This change has no effect on the equity or the results. The net interest income at SNS Bank is € 15.6 million lower as a result. This is compensated by lower corporation tax for the same amount. In order to obtain greater insight into the developments of the controllable operating expenses, it has been decided to present the amortisation expenses of € 10.2 million on the ‘value of business acquired’ as technical expenses, insurance operations. The corresponding technical costs are also accounted for under this item. Since it would be of little relevance, we have not adjusted the comparative figures. Principles for valuation and determination of results General principles Valuation The assets and liabilities are carried at nominal value unless stated otherwise. 70 SNS REAAL GROUP Annual Report 2004 2004 Financial statements General notes The valuation of tangible and intangible fixed assets, participating interests and investments works on the principle of permanent loss of value. The identified permanent loss of value is charged directly to the profit and loss account. Permanent loss of value in relation to assets stated at fair value is charged to the revaluation reserve and is only charged to the result if and insofar as there is a negative revaluation reserve on balance. Recognition Assets are included in the balance sheet if these can be expected to generate future economic benefits for the company and if the value of these benefits can be estimated with a fair degree of accuracy. Liabilities are included in the balance sheet if their settlement will lead to an outflow of assets, which could generate economic benefits whose value can be estimated with a fair degree of accuracy. Income is included in the profit and loss account if an increase in the value of an asset or decrease in the value of a liability leads to an increase in the economic potential, the size of which can be estimated with a fair degree of accuracy. Expenses are recognised in the profit and loss account if a decrease in the value of an asset or increase in the value of a liability leads to a reduction in the economic potential, the size of which can be estimated with a fair degree of accuracy. Financial assets and liabilities are balanced and stated as a net amount in the balance sheet if and insofar as legal or contractual provisions permit SNS REAAL Group to simultaneously settle and balance the asset and obligation and if there was a prior intention to settle said items in this manner. Foreign currency Assets and liabilities denominated in foreign currency, and forward exchange contracts entered into in relation to borrowing and lending activities, are converted at the spot rate applicable on the balance sheet date. Gains and losses resulting from foreign currency transactions are converted at the rates prevailing on the balance sheet date. Foreign currency differences are accounted for in the profit and loss account. Results arising from forward exchange contracts entered into for borrowing and lending activities are recognised in the profit and loss account in proportion to the expired part of the term. Derivatives Derivatives are carried at fair value, i.e. the estimated market value. Value adjustments to these derivatives are accounted for directly in the profit and loss account as income from financial transactions under Other income. Hedge accounting Transactions are treated as hedging instruments if identified as such and if the hedging is highly effective in the sense that changes in the fair value of the hedging instrument largely compensate changes in the fair value of the hedged position. Financial instruments (including derivatives) used for hedging purposes are accounted for in accordance with the accounting principles applicable to the hedged position. If financial instruments are used to hedge risks relating to specific assets or liabilities, which are subsequently sold or terminated, then the instruments are no longer treated as hedging instruments. Gains and losses resulting from hedging instruments are included in the profit and loss account concurrently with the gains and losses resulting from the settlement of the hedged position. Reinsurance Reinsurance premiums, commission, claims payments, as well as provisions concerned with reinsurance are accounted for in the same manner as the original contracts for which they were concluded. Receivables relating to reinsurance are included under Other assets. SNS REAAL GROUP Annual Report 2004 71 2004 Financial statements General notes Specific principles Tangible and intangible fixed assets Tangible and intangible fixed assets are carried at cost net of accumulated depreciation or amortisation respectively. Straight-line depreciation or amortisation is applied over the estimated useful lives of the assets. For software, IT equipment and the other movable assets, the amortisation or depreciation period used is three to five years. Participating interests Participating interests where significant control is exercised over the business and financial policy are carried at net asset value. The Group’s share in the profits or losses of these participating interests and the gains or losses realised on their disposal are accounted for in the profit and loss account as income from securities and participating interests under Other income. Differences between the cost and the share in the fair value of the acquired assets and liabilities (goodwill) are credited or charged directly to the shareholders’ equity. Other participating interests are valued at cost or lower fair value, i.e. the stock exchange prices of the shares in these participating interests or, if unlisted, the estimated market value based on the stock exchange prices of similar securities. Investments Land and buildings Land and buildings used by SNS Bank are carried at replacement value, based on continuity and functionality. The replacement value is determined on the basis of regular rotation whereby all buildings are appraised at least once every ten years. Value adjustments resulting from these appraisals are credited or charged directly to the revaluation reserve after deducting deferred taxes. Depreciation is applied on a straight-line basis, taking account of estimated useful life and residual value. Buildings under construction are valued on the basis of incurred expenditure. Land and buildings used by REAAL Verzekeringen are carried at fair value, i.e. the estimated proceeds from a private sale in their rented state. Appraisals are made on a rotational basis where all land and buildings are independently appraised at least once every five years. Unrealised value adjustments are credited or charged to the revaluation reserve, after deducting deferred taxes. No depreciation is applied in relation to land and buildings, with the exception of payments made for the perpetual settlement of ground rent. Gains and losses realised in the sale of land or buildings are directly incorporated in the profit and loss account, taking account of taxes and/or deferred taxes. Buildings under construction (including land) are valued on the basis of incurred expenditure. Land and buildings not in own use Land and buildings not used for the group’s own activities are carried at fair value, i.e., the estimated proceeds from a private sale in their rented state. No depreciation is applied. Gains or losses (including realised value adjustments) made on the sale are reported in the profit and loss account. Shares and convertible bonds Shares and convertible bonds are carried at fair value. For the listed shares and convertible bonds, as well as the related options, this is the market price on the balance sheet date. Unlisted securities are stated at the estimated fair value. For the investments in shares held by SNS Bank, unrealised changes in value are reported in the revaluation reserve, taking account of deferred taxes. Realised changes in value are included directly in the profit and loss account. For REAAL Verzekeringen, unrealised and realised value movements are accounted for in the revaluation reserve, taking account of deferred taxes. In the event of a negative revaluation reserve, value adjustments are charged against 72 SNS REAAL GROUP Annual Report 2004 2004 Financial statements General notes profits. Insofar as the revaluation reserve relates to life insurance operations, an amount is released from this reserve to the profit and loss account to supplement the total return on investment. This amount is computed as the difference between, on the one hand, the average yield on ten-year Dutch government bonds over the previous ten years, applied at the average value of this investment portfolio and, on the other hand, the dividends actually received. Participating interests are carried at cost or lower fair value, i.e. the estimated market value. Investments in fixed-income securities Investments in fixed-income securities are carried at redemption value. The difference between the redemption value and the purchase price is included under Prepayments and Accrued assets or under Accrued liabilities, as appropriate, and is reported in the profit and loss account as interest income in proportion to the residual term to maturity of the related asset. Investments in fixed-income securities that do not pay out annual interest (e.g. zero coupon bonds) are carried at purchase price plus the part of the difference between purchase price and redemption value that is attributable to the expired term. Gains or losses on swaps are stated in the profit and loss account as interest income on the basis of the weighted average term of the portfolio concerned. Insofar as this accounting method would, on balance, lead to higher capitalisation of expenses than deferral of income, the surplus is booked directly to the profit and loss account. Gains or losses arising from a structural decline in the portfolio are reported directly in the profit and loss account. Positions in investment pools Positions in investment pools held by REAAL Verzekeringen are carried at fair value, in accordance with the accounting principles applied by the pools themselves. Proceeds from divestments are booked directly to the profit and loss account. Investments on behalf of policyholders Investments made on behalf of policyholders are carried at fair value, in accordance with the accounting principles applied to the investments held at the risk of the insurer, with the exception of the investments made separately for large group pension contracts. These are valued in accordance with the conditions of the contracts in question. The changes in value are reported in the profit and loss account. Loans and advances The Mortgage loans, Other loans, and receivables from Banks are carried at nominal value. A downward value adjustment is applied where necessary to this value, to cover the risk of default. The addition to bad debt provisions, which is stated in the profit and loss account under Value adjustments to loans and advances, is based on the receivables’ level of risk. In addition, the adequacy of the provision is evaluated statically on an annual basis, taking account of the value of the provided sureties. Interest is not booked on credits already in the process of settlement. Depending on the degree of doubt about the repayment, interest on other credits is recorded in the profit and loss account only on receipt. This item includes lease contracts, usually operational. Leased assets are carried at cost less depreciation and any diminution in value as determined on the basis of the nature of the assets, the contract period, the estimated useful life and the residual value. Other assets At SNS Bank, securities held in the trading portfolio – both shares and interest-bearing securities – are stated at fair value, which is usually the market price on balance sheet date. Interest-bearing securities issued by group companies that have been purchased for resale are valued at cost or lower fair value. Realised and unrealised value movements are stated in the profit and loss account as Other income. SNS REAAL GROUP Annual Report 2004 73 2004 Financial statements General notes Accrued assets At REAAL Verzekeringen, the accrued acquisition costs exclusively concern the acquisition commissions on life insurance policies with regular premiums. The capitalised acquisition costs are written down on a straight-line basis over a maximum of 10 years, in line with the repayment of expenses by the premiums. The accrued acquisition costs also include the Value of Business Acquired (VOBA), which has the nature of accrued acquisition costs. VOBA is the cash value of estimated future cash flows in the portfolio of an acquired company, which are present on the date of acquisition. Subordinated debts This item includes the subordinated bonds and loans that are considered in the solvency test by De Nederlandsche Bank (the Dutch central bank). These are stated at nominal value. At REAAL Verzekeringen, the final bonus account concerns final bonus commitments in relation to certain life insurance policies. Entitlement to the final bonus applies only to specific individual policies that become payable upon expiry of the agreed term or upon the death of the insured party. Entitlement to the final bonus lapses on surrender of the policy. Entitlements to final bonuses not yet paid out are subordinated to all other debts. It is also stipulated that entitlement to a final bonus is cancelled if and insofar as the results erode the capital base to the extent that the statutory solvency requirements can or may no longer be complied with. The final bonus account is calculated on an actuarial basis using the same principles as applied to calculate the profit additions, which form part of the Technical provisions for insurance operations, and taking account of the estimated probability of early termination of insurance policies. Part of the final bonus account is converted annually, according to a fixed method, into an unconditional right of the policyholder and added to the Technical provisions for insurance operations. Fund for general banking risks SNS Bank keeps an open fund for general banking risks. It serves as a buffer in the event of calamities and is a precautionary measure taken in view of overall banking risk. Deferred tax assets in relation to the fund for general banking risks are deducted from the fund. Additions to and withdrawals from this fund are noted separately in the profit and loss account. General provisions Provisions are carried on the balance sheet to cover obligations and losses as at the balance sheet date, for which the amounts are uncertain as at the balance sheet date, but which can be reasonably well estimated; risks with respect to expected obligations or losses, the size of which can be reasonably well estimated; expenses to be incurred in a subsequent financial year, provided such expenses originate at least partly in the year under review or in a prior year and the purpose of the provision is to spread the charges evenly over a number of years. Deferred tax liabilities A provision for deferred tax liabilities is carried to cover the differences between the book value according to the financial statements and the tax value, as well as for tax equalisation reserves. The provision for tax liabilities is based on the actual rate of taxation. Deferred tax assets are stated under Other assets insofar as it is likely that these can be realised. Pensions and early retirement The pension commitment equals the cash value of the future pension entitlements less the fair value of investments. The value of the pension entitlement is based on the contracts and takes into account demographic and economic assumptions, such as the expected future salary developments, indexations and chances of dismissal. With respect to the counterpart investments, account is taken of the expected return on investment and the investment gains or losses achieved. 74 SNS REAAL GROUP Annual Report 2004 2004 Financial statements General notes The pension costs are charged to the profit and loss account in such a way that the costs are spread across the expected working life of the employees. Technical provisions, insurance operations Life insurance The provision for life insurance comprises the actuarial commitments, including profits already allocated under profitsharing schemes, less the actuarial value of future premiums. The costs are calculated using the net method. For insurance policies whose term exceeds the period for which premiums are paid, an additional provision, calculated according to actuarial principles, is levied to cover costs incurred in the premium-free period. The average actuarial interest rate is 4%. Mortality rates are determined on the basis of the same principles used to calculate the premiums. Where necessary, adjustments are made in accordance with the latest mortality tables. In the case of insurance contracts for which there is no exposure to investment risks, the actuarial interest rate is based on the guaranteed return. The provision for life insurance is checked annually for adequacy and, if necessary, added to for any inadequacy as a result of principles applied. The adequacy test looks at expected future developments, unamortised interest rate rebates and accrued acquisition costs. The provisions are stated net of capitalised interest rate rebates. Depending on the type of insurance contract, the capitalised interest rate rebate is amortised either on an actuarial basis or over a period of eight years. Unearned premiums and current risks The provision for unearned premiums is computed in proportion to the unexpired risk periods. The provision is equal to the unearned gross premiums net of prepaid reinsurance premiums. Gross premiums are stated net of the stated commission. The provision for unexpired risks is calculated on the basis of claims and administrative expenses that may arise after balance sheet date and which are covered by contracts concluded before that date, insofar as the amount estimated in this connection exceeds the provision for unearned premiums and the premiums claimable in relation to these contracts. Outstanding claims The provision for reported but unsettled claims is determined for each individual item. A provision is also carried for claims arising from events that have occurred, but have not yet been reported, as well as for claim-handling expenses. The adequacy of the provision for unsettled claims is tested each year using standard actuarial techniques. Profit sharing and discounts This provision is valued on the basis of actuarial principles and consists of the amounts set aside in relation to profitsharing schemes for policyholders or beneficiaries. Insurance policies in which policyholders bear the investment risk The technical reserves for insurance policies, in which policyholders bear the investment risk, are generally stated in the balance sheet value of the related investments. Gross premium income The premium income from life insurance products is included in the profit and loss account on the date on which the policyholder’s payment falls due. Other premiums are allocated to the periods to which they relate. Method for cost allocation The costs for group staff are allocated to group subsidiaries proportionately. The costs of the Group Executive Board and certain holding company costs are not allocated to group subsidiaries. SNS REAAL GROUP Annual Report 2004 75 2004 Financial statements General notes The investment income from the insurance operations is allocated to the technical accounts in the notes to the financial statements. Taxes When computing the tax burden, account is taken of all temporary differences between the profit before taxation, calculated on the basis of the accounting principles described above, and the taxable amount according to tax legislation. Taxes on profit are computed on the basis of operating profits before taxation as shown in the financial statements, allowing for tax-exempt profit components such as the participation exemption. Principles for the consolidated cash flow statement The cash flow statement is drawn up according to the indirect method, making a distinction between cash flows from operating, investment and financing activities. Cash flows in foreign currency are converted at the average exchange rates during the financial year. With regard to cash flow from operations, the net profit is adjusted for income and expenses that did not result in income and expenses in the same financial year and for changes in provisions and accrued and deferred items (Other assets, Accrued assets, Other liabilities and Accrued liabilities). With investments in consolidated participating interests, the liquid assets available in these participating interests are deducted from the purchase price. Liquid assets consist of cash, deposits at De Nederlandsche Bank (Dutch central bank) and net amounts at other banks. 76 SNS REAAL GROUP Annual Report 2004 2004 Financial statements Notes to the consolidated balance sheet 2004 In € millions 2003 Assets Bank 2004 1. Intangible fixed assets 2003 Insurance 2004 2003 Total 2004 2003 Software 8 10 2 5 10 15 Total 8 10 2 5 10 15 Balance as at 1 January Investments Divestments Amortisation 15 5 (2) (8) 7 13 -(5) Balance as at 31 December 10 15 Accumulated amortisation on the intangible fixed assets as at 31 December 2004 amounted to € 14 million (2003: € 6 million). Bank 2004 2. Tangible fixed assets Insurance 2004 2003 2003 Other 2004 2003 Total 2004 2003 Data processing equipment Other moveable assets 25 25 9 12 -- 1 34 38 42 50 30 30 -- 1 72 81 Total 67 75 39 42 -- 2 106 119 Balance as at 1 January Investments Divestments Depreciation 119 31 (11) (33) 110 50 (3) (38) Balance as at 31 December 106 119 Accumulated depreciation on the tangible fixed assets as at 31 December 2004 amounted to € 188 million (2003: € 161 million). The legal ownership is entirely held by SNS REAAL Group. 3. Participating interests Equity participation Receivables Total Bank 2004 Insurance 2004 2003 2003 Other 2004 2003 Reclassification 2004 2003 Total 2004 2003 5 6 -- 1 49 138 (3) (3) 51 142 -- -- -- 18 255 318 -- -- 255 336 5 6 -- 19 304 456 (3) (3) 306 478 SNS REAAL GROUP Annual Report 2004 77 2004 Financial statements Notes to the consolidated balance sheet 2004 In € millions Equity participation in participating interests Balance as at 1 January Acquisitions and expansions Disposals and reductions Income from participating interests Dividend received Change in group composition 1 Other movements Revaluations Balance as at 31 December 2003 Participating Other participating interests with interests significant influence 2004 2003 2004 2003 141 163 1 6 3 Total 2004 2003 142 169 67 -- -- (132) (1) -- (148) 36 58 -- -- 36 58 -- (23) -- -- -- (23) -- 18 -- (5) -- 13 19 -- -- -- 19 -- (1) (10) -- -- (1) (10) 51 141 0 1 51 142 (147) 3 67 (132) Receivables from participating interests Balance as at 1 January Advances Repayments Change in group composition 1 Balance as at 31 December 336 889 (970) -- 226 16 (340) 434 255 336 345 569 7,615 62 6 2,793 356 512 8,082 58 7 2,972 11,390 11,987 The receivables from participating interests include a subordinated loan of € 6 million (2003: € 5 million). 4. Investments Land and buildings Shares and convertible bonds Fixed-Income securities Interests in investment pools of insurance operations Deposits at insurers Investments on behalf of policyholders Total Bank Land and buildings 2004 Insurance 2004 2003 2003 Total 2004 2003 Land and buildings entirely or partially in group’s own use Other land and buildings 118 122 61 61 179 183 1 2 165 171 166 173 Total 119 124 226 232 345 356 ) The change in group composition concerns the treatment of the reduction of two wholly-owned capital interests to interests of less than 50%, involving the interest being partly converted to short-term loans that are included under receivables. 1 78 SNS REAAL GROUP Annual Report 2004 2004 Financial statements Notes to the consolidated balance sheet 2004 In € millions 2003 Balance as at 1 January Investments Divestments Revaluations Depreciation 356 7 (15) (1) (2) 328 50 (27) 7 (2) Balance as at 31 December 345 356 Bank 2004 Shares and convertible bonds Insurance 2004 2003 2003 Total 2004 2003 Listed Unlisted 15 11 176 454 191 465 -- 3 378 44 378 47 Total 15 14 554 498 569 512 Composition of the portfolio by industry: - Financial institutions - Trade, industry and services - Investment funds - Other 100 8 326 135 98 13 399 2 Total 569 512 512 363 (382) 76 1,136 154 (745) (33) 569 512 Balance as at 1 January Additions Disposals Revaluations Balance as at 31 December Fixed-income securities Bonds and fixed-income securities Private loans Deposits at credit institutions Other fixed-income securities Bad debt provision Total Bank 2004 2003 Insurance 2004 2003 1,067 1,372 4,399 4,312 -- -- -- -- -- 1,705 1,772 -- 19 (41) -- -- 79 75 -- -- -- -- 79 75 430 610 4 4 -- -- -- -- 434 614 1,497 1,982 6,187 6,163 -- 19 (41) (47) 7,643 8,117 -- -- -- -- 19 (41) (6) 1,491 (5) 1,977 (22) 6,165 (30) 6,133 Other 2004 2003 Elimination 2004 2003 Total 2004 2003 -- 5,466 5,684 (47) 1,664 1,744 -- (28) (47) 7,615 (35) 8,082 SNS REAAL GROUP Annual Report 2004 79 2004 Financial statements Notes to the consolidated balance sheet In € millions 2004 2003 The balance includes listed securities issued by group companies for an amount of € 10 million (2003: € 0). Balance as at 1 January Additions and advances Disposals and redemptions Other movements Change in group composition 8,082 5,721 (5,601) 28 (615) 4,836 7,694 (4,428) (20) -- 7,615 8,082 1,206 2,499 1,057 1,355 2,545 1,334 474 230 404 46 Total 5,466 5,684 Composition of the portfolio of private loans by counterparty: - The Dutch government or guaranteed by the Dutch government - Other Dutch public bodies or guaranteed by Dutch public bodies - Financial institutions - Trade and industry - Other 16 9 1,539 17 83 43 10 1,273 9 409 Total 1,664 1,744 Shares and convertible bonds Bonds and fixed-income securities Private loans Other investments 2,000 305 143 345 1,871 856 9 236 Total 2,793 2,972 Balance as at 31 December Composition of the bond portfolio by counterparty: - The Dutch government or guaranteed by the Dutch government - Foreign public bodies or guaranteed by foreign public bodies - Financial institutions - Trade and industry - Other Investments on behalf of policyholders Investments on behalf of policyholders include separate deposits for account and risk of policyholders, investments for unit-linked insurances and separate investments for large collective pension contracts. 80 SNS REAAL GROUP Annual Report 2004 2004 Financial statements Notes to the consolidated balance sheet 2004 In € millions Balance as at 1 January Additions and advances Disposals and redemptions Revaluations Change in group composition Other movements Balance as at 31 December Bank 5. Mortgage loans Loans with (government) guarantee Other mortgage loans Bad debt provision Total 2004 2003 2,972 477 (1,124) 101 363 4 2,103 1,324 (529) 74 --- 2,793 2,972 2003 Insurance 2004 2003 Total 2004 2003 5,835 4,050 1,169 1,047 7,004 5,097 27,668 25,891 822 1,050 28,490 26,941 33,503 29,941 1,991 2,097 35,494 32,038 (41) 33,462 (40) 29,901 (3) 1,988 (1) 2,096 (44) 35,450 (41) 31,997 Breakdown of the portfolio by type of security: - Residential property in the Netherlands - Residential property outside the Netherlands - Other property in the Netherlands 33,406 293 1,751 30,251 244 1,502 Total 35,450 31,997 Balance as at 1 January Advances Repayments Release from provisions Securitisation Received from securitisations 31,997 8,128 (3,323) -(1,250) (102) 28,433 9,810 (3,912) 8 (2,500) 158 Balance as at 31 December 35,450 31,997 As further security, an undisclosed lien has been established on mortgages with a total value of € 3 million (2003: € 5 million). A synthetic securitisation has been closed under the name Provide Lowlands I. In this transaction launched under KfW’s Provide platform, SNS Bank bought credit risk protection against € 1 billion of its residential mortgage portfolio. SNS REAAL Group has securitised mortgage receivables, which are reported as off balance sheet items. With these transactions, the economic ownership of mortgage receivables was transferred to separate companies. The outstanding principal amounts of the securitised portfolio amount to € 5,517 million for SNS Bank (2003: € 5,004 million). SNS REAAL GROUP Annual Report 2004 81 2004 Financial statements Notes to the consolidated balance sheet In € millions The net interest income of the separate companies has been made a component of the SNS REAAL Group’s interest income by means of an interest rate swap. A positive result within the separate companies creates a positive value for the deferred purchase price. This receivable is reported in the balance sheet under Accrued assets. In the profit and loss account of SNS REAAL Group, this result is included under the net interest income. Realisation and payment depend on the future results of the securitised mortgages portfolio. At year-end 2004, the total receivable was € 83 million (2003: € 52 million). As at 31 December, the following portfolios were outstanding: Hermes I Hermes II Hermes III Hermes IV Hermes V Hermes VI Hermes VII Hermes VIII Total First call-option date Hermes I Hermes II Hermes III Hermes IV Hermes V Hermes VI Hermes VII Hermes VIII n.a. n.a. 18 Jul 2009 18 Jul 2009 18 Jan 2011 18 Nov 2009 18 Feb 2010 18 Nov 2013 Initial principal 437 184 665 336 900 442 800 402 1,100 742 1,250 922 1,250 1,255 1,250 1,234 7,652 5,517 Contractual date of expiry Subordinated bonds in own possession as at 31 Dec 2004 Jul 2009 Apr 2012 Jun 2009 Oct 2033 Oct 2034 May 2035 Nov 2037 May 2038 Total 6. Other loans This item relates to loans and advances to non-banks, other than in the form of interest-bearing securities. 82 SNS REAAL GROUP Annual Report 2004 Principal as at 31 December 2004 Date of securitisation Nov 1999 Nov 2000 Jun 2001 Nov 2001 Nov 2002 May 2003 Sep 2003 May 2004 Deferred selling price as at 31 Dec 2004 4.8 4.4 -- 13.9 -- 14.5 -- 12.9 -- 13.6 -- 12.5 -- 7.5 -- 3.3 4.8 82.6 2004 Financial statements Notes to the consolidated balance sheet In € millions Banking 2004 2003 Personal loans Business loans Lease contracts 2003 Elimination 2004 2003 Total 617 595 38 101 -- -- 2,187 2,377 378 141 (438) (42) -- -- 2 317 -- -- 2,804 2,972 418 559 (438) (42) (38) (45) -- -- 380 514 (438) (42) Bad debt provision Total Other 2004 2003 2004 (98) 2,706 (86) 2,886 2004 2003 655 696 2,127 2,476 2 317 2,784 3,489 (136) 2,648 (131) 3,358 Breakdown by security: - Public sector - Private sector with government guarantee - Private sector other 313 266 2,069 173 336 2,849 Total 2,648 3,358 Breakdown by business sector: - Public sector - Agriculture and horticulture, forestry and fishery - Industry - Service sector companies - Financial institutions - Other (mainly private) 313 15 204 1,367 164 585 173 18 168 1,364 311 1,324 Total 2,648 3,358 3,124 2,410 753 420 Loans include receivables from group companies up to an amount of € 91 million (2003: € 14 million). 7. Banks The Banks item concerns loans and advances to banks, insofar as not in the form of interest-bearing securities. There is no receivable extended in the form of a subordinated loan (2003: € 5 million). 8. Liquid assets Liquid assets also include the demand deposits at De Nederlandsche Bank and deposits of REAAL Verzekeringen at other banks. Loans and advances of SNS Bank to banks are included in Banks. SNS REAAL GROUP Annual Report 2004 83 2004 Financial statements Notes to the consolidated balance sheet In € millions 2004 2003 9. Other assets Securities trading portfolio Amounts due from direct insurance: - Policyholders - Agents Amounts due from reinsurance Deferred tax receivables 1 Other amounts due 133 239 40 19 285 104 86 158 28 295 153 186 Total 667 1,059 498 170 350 207 444 210 253 308 1,225 1,215 1,961 1,643 The securities trading portfolio contains listed securities issued by group companies up to an amount of € 85 million (2003: € 213 million). 10. Accrued assets Accrued interest Premiums / discounts Accrued acquisition costs Other accrued assets Total The accrued acquisition costs include an amount of € 117 million for the value of business acquired in connection with the acquisition of the Zurich insurance portfolio. Liabilities 11. Shareholders’ equity For further details on shareholders’ equity, please see the notes to the company balance sheet. ) For a specification of this item, see page 86. 1 84 SNS REAAL GROUP Annual Report 2004 2004 Financial statements Notes to the consolidated balance sheet 2004 In € millions 12. Third-party interests 2003 298 298 951 142 951 150 Final bonus account 1,093 52 1,101 55 Total 1,145 1,156 114 136 125 5 50 50 81 80 200 110 114 136 125 5 50 50 81 80 200 110 951 951 This item includes participation certificates issued by SNS Bank to third parties. The certificates have an open-ended term, with SNS Bank maintaining the right to early redemption in full after 10 years, provided permission is given by DNB (the Dutch central bank). Dividend in the form of a coupon rate is fixed over a period of 10 years and equal to the CBS return on 9-10 year Government bonds with a spread (CBS: Central Bureau of Statistics/Statistics Netherlands). The payment on the participation certificates is charged to the profit sharing. This item also includes the equity interest of third parties in the group companies of SNS REAAL Group. 13. Subordinated debts Bond loans Private loans Bond loans SNS REAAL Group SNS Bank SNS Bank SNS Bank SNS Bank SNS Bank SNS Bank SNS Bank SNS Bank SNS Bank 7.25% 6.25% 5.125% 4.00% Variable Variable Variable 7.625% 5.75% Variable 1996/06 1997/09 1999/11 1999/19 2000/10 2000/10 2001/11 Perpetual Perpetual 2003/13 Total The two perpetually subordinated bond loans mentioned above have a term that is basically open-ended. However, both loans will be reassessed after 10 years, when the new interest rate will be set. At that time, redemption can be opted for. Private loans The average interest rate amounts to 6.3% (2003: 6.3%). SNS REAAL GROUP Annual Report 2004 85 2004 Financial statements Notes to the consolidated balance sheet 2004 In € millions 2003 Final bonus account The final bonus account is largely of a long-term nature. 14. Fund for general banking risks 70 70 As the fund is deemed to be more than sufficient to absorb adverse effects resulting from banking risks, no additions were made to the reserve in recent years. 15. General provisions Bank 2004 2003 Insurance 2004 2003 Other 2004 2003 Group 2004 2003 Total 2004 2003 Deferred tax liabilities Pensions and early retirement Other general provisions 9 12 79 96 -- -- -- -- 88 108 -- 44 3 87 -- -- (11) 1 (8) 132 36 26 20 38 -- 2 4 2 60 68 Total 45 82 102 221 -- 2 (7) 3 140 308 Deferred taxes The sources of deferred tax receivables can be specified as follows: - Bonds - Technical provisions, insurance operations - Pension provision - Other provisions - Tax-deductible losses - Other 31 31 -14 2 26 39 35 38 23 1 17 104 153 The sources of deferred tax liabilities can be specified as follows: - Real estate - Investments - Capitalised acquisition costs - Interest rate rebates - Equalisation reserve - Other 51 32 3 --2 40 14 7 12 23 12 Total 88 108 6 2 4 1 31.5% 34.5% Total The deferred tax receivable on tax-deductible losses can be specified as follows: - Total tax-deductible losses - Tax deductible losses carried as deferred tax receivable Average tax rate 86 SNS REAAL GROUP Annual Report 2004 2004 Financial statements Notes to the consolidated balance sheet In € millions 2004 2003 Pensions and early retirement The various pension schemes provided by SNS REAAL Group for its staff were changed from final-pay schemes to average-pay schemes with effect from 1 January 2004. The majority of employees are being guaranteed pensions of 70% of their average wage, taking account of the AOW-franchise and other specific conditions. The pension granted commences at the age of 60, 62 or 65. The tables below illustrate the pension liabilities and the fair value of the pension investments. The additional pension provision required as at 31 December is calculated as follows: Present value of pension entitlements Investments/pension provision already accounted for Shortfall in entitlements less investments Actuarial loss not yet incorporated (corridor) Pension provision for former Zurich employees Additional pension provision accounted for 1,446 1,168 278 (298) 12 (8) 1,264 948 316 (194) 10 132 Provided the pension schemes remain unchanged, € 15.9 million of the loss to be amortised will be charged to 2005. The changes in the additional provision during the year can be specified as follows: - Additional pension provision as at 1 January - Additional Zurich pension provision - Other movements - Change of pension scheme - Already stated pension charges - Pension premiums paid Additional pension provision as at 31 December 132 2 -(33) 64 (173) (8) 204 10 6 -67 (155) 132 The change from final-pay scheme to average-pay scheme amounts to € 33 million gross, and is presented in the summary as change of pension scheme. This amount is accounted for as staff costs in the profit and loss account. SNS REAAL GROUP Annual Report 2004 87 2004 Financial statements Notes to the consolidated balance sheet In € millions 2004 2003 With effect from 1 January 2004, all staff pension rights were placed with the former pension fund of SNS Bank, the name of which has been changed to ‘Pensioenfonds SNS REAAL Groep’ (SNS REAAL Group Pension Fund). In order to bring the assets of the pension fund up to an adequate level, SNS REAAL Group made a deposit in addition to the normal premium payments, as it also did last year. The payments are accounted for as ‘Pension premiums paid’ in the summary of changes above. The following important long-term assumptions were applied in the calculation of the pension provision: - Discount rate - Expected salary development (including correction for inflation) - Expected return on investments/technical provisions, insurance operations - Expected indexation 4.25% 4.25% 5.3% 2.0% 4.75% 4.5% 5.3% 2.0% 68 6 40 25 (13) -- 7 (4) 61 68 Other general provisions Other general provisions include provisions for reorganisation. Balance as at 1 January Change in group composition Changes: - Through profit and loss - Through the shareholders’ equity Balance as at 31 December 16. Technical provisions, insurance operations Provision for life insurance obligations Unamortised interest rate rebates Provision for unearned premiums and accrued risks Provision for payable claims Provision for profit-sharing and rebates Technical provision for insurance policies in which policyholders bear the investment risk Total The technical reserve for life insurance includes no amount for pension liabilities to staff and former staff, due to the transfer to the pension fund of SNS REAAL Group (2003: € 886 million). The technical provisions for insurance operations are largely of a long-term nature. 88 SNS REAAL GROUP Annual Report 2004 7,983 (150) 68 422 162 7,685 (145) 62 471 2 8,485 8,075 2,845 3,099 11,330 11,174 2004 Financial statements Notes to the consolidated balance sheet In € millions 17. Savings 2004 2003 11,263 10,404 Breakdown by category: - Private loans - Business deposits - Credit balances of account holders - Mortgage deposits - Other credit balances 1,334 571 4,397 351 685 1,266 608 4,330 345 607 Total 7,338 7,156 17,813 16,169 2,372 2,344 The Savings item comprises balances of savings accounts, savings deposits and term deposits of private customers. This item also includes interest payable on savings, insofar as the contract terms stipulate that this interest is to be added to the savings account. 18. Other funds entrusted, banking operations Other funds entrusted concern non-subordinated debts to non-banks other than in the form of debt certificates. Other funds entrusted, banking operations, also include debts to group companies up to an amount of € 389 million (2003: € 334 million). 19. Debt certificates Debt certificates concern bonds and other debt certificates with a fixed or variable interest rate insofar as not subordinated. The debt certificates have an average interest rate of 3.3% (2003: 3.3%). 20. Banks The Banks item refers to debts to banks, insofar as not in the form of interestbearing debt certificates. Banks includes no debts to group companies (2003: € 1 million). SNS REAAL GROUP Annual Report 2004 89 2004 Financial statements Notes to the consolidated balance sheets In € millions 2004 2003 21. Other liabilities Loans and other long-term debts Debts in relation to direct insurance Deposits of reinsurers Debts to reinsurers Taxes and social security contributions Other liabilities 91 162 164 18 12 587 105 184 157 -2 607 1,034 1,055 Accrued interest Premiums / discounts Other accrued liabilities 391 30 494 393 220 668 Total 915 1,281 106 1,301 106 1,055 Total The non-subordinated bond loans, private loans and deposits held by SNS Bank are included in other funds entrusted, banking operations, debt certificates and banks. 22. Accrued liabilities Off-balance sheet commitments Contingent liabilities Commitments regarding sureties and guarantees issued Commitments arising from irrevocable facilities In order to meet its clients’ requirements, SNS REAAL Group offers loanrelated financial products, such as surety bonds and guarantees. The underlying value of these products is not accounted for as assets or liabilities in the balance sheet. For these products, the above mentioned underlying value indicates the maximum potential credit risk incurred by SNS REAAL Group, assuming that all its counterparties would default on their contractual obligations and all existing sureties would be worthless. Guarantees concern both credit replacement and non-credit replacement guarantees. It is expected that the majority of guarantees will expire without any claim being made against them and will therefore not cause any future cash flows. 90 SNS REAAL GROUP Annual Report 2004 2004 Financial statements Notes to the consolidated balance sheet In € millions 2004 2003 The irrevocable facilities consist mainly of credit facilities granted to clients, but which have not yet been used. These facilities are granted for a specified period and at a floating interest rate. The majority of the irrevocable credit facilities that have not yet been used have sureties pledged for them. Securitisations The SNS REAAL Group has securitised mortgage receivables. With these transactions, the economic ownership of mortgage receivables was transferred to separate companies. The outstanding principal of the securitised portfolio amounts to € 5,517 million for SNS Bank (2003: € 5,004 million) and € 267 million for REAAL Verzekeringen (2003: € 301 million). These special purpose vehicles (SPVs) are not consolidated in the SNS REAAL Group’s financial statements. Rental commitments The future rental commitments arising from lease contracts as at 31 December are as follows: 2005 2006 2007 Financial years after 2007 7 5 3 -- 7 5 3 -- Legal proceedings Group subsidiaries of SNS REAAL Group are involved in legal proceedings that relate to claims by and against these companies that ensue from normal business operations. Although it is impossible to predict the result of pending or threatened legal procedures, on the basis of information currently available and after consulting legal advisors, the Group Executive Board believes that the results of these proceedings are unlikely to adversely materially affect the financial position or results of SNS REAAL Group’s activities. Terrorism-pool Dutch insurance companies have jointly set up the ‘Nederlandse Herverzekeringsmaatschappij voor Terrorisme’ (NHT – Dutch reinsurance company for terrorism), the company that accommodates the risk of terrorism. REAAL Verzekeringen reinsures itself with this company, with maximum cover of € 1 billion per event per year. At the same time, the terrorism cover in policies is limited to the reimbursement provided by the NHT insurers. SNS REAAL GROUP Annual Report 2004 91 2004 Financial statements Notes to the consolidated balance sheet In € millions Risk policy of SNS REAAL Group SNS REAAL Group has chosen a conservative risk profile. Management decisions are taken on the basis of a broad knowledge of the risks and a number of established risk parameters. Individual activities are assessed according to their capital requirements, risk and return. Market risk Market risk concerns adverse value changes in the trading positions and the structural positions of the group due to interest rate changes and changes in foreign currency and equity markets. SNS REAAL Group monitors market risks with the aid of simulation models, scenario analyses and stress tests. This enables insight to be gained into the potential consequences of the market risk for capital and profit. SNS REAAL Group uses derivatives in the management of market risk. Interest rate risk SNS REAAL Group is exposed to structural interest rate risk. This risk arises from the difference between the term of loans provided/investments made and that of loans contracted/liabilities. The interest rate risks with respect to these positions are monitored by the relevant ALM Committee. The interest rate risk of SNS Bank is monitored with the aid of gapping and duration analysis, value-at-risk and the analyses of stress scenarios. As an indication of the interest rate risk, the table below shows SNS Bank’s typical interest maturity calendar. Assets Banks Loans and advances Interest-bearing securities B 1 month > 1 month B 3 months > 3 months B 1 year > 1 year B 5 years > 5 years Total 1,914 707 245 -- -- 2,866 10,052 1,566 6,737 11,662 6,151 36,168 23 3 20 834 296 1,176 1,425 540 330 -- -- 2,295 4,547 2,212 4,643 4,821 2,227 18,450 1,986 4,502 2,219 4,577 4,260 17,544 50 240 5 8 563 866 Liabilities Banks Funds entrusted Debt certificates Subordinated debts Derivatives Swaps 92 SNS REAAL GROUP Annual Report 2004 442 (1,017) (751) (63) 1,080 (309) 2004 Financial statements Notes to the consolidated balance sheet In € millions Currency risk Given that SNS REAAL Group focuses on the Dutch market, it has little or no sensitivity to foreign currency rates. At SNS Bank, all the relevant currency risks are hedged. The currency risks in the investment portfolio of REAAL Verzekeringen are hedged for 75%. The table below gives an indication of the foreign currency position of SNS Bank. US Dollars Japanese Yen British Pounds Swiss Francs Canadian Dollars Australian Dollars Other Total Balance sheet debit Balance sheet credit 139 1,486 459 212 411 415 (4) 6 23 -- 23 (23) Net Derivatives (1,347) 247 (1,345) (247) 1 43 (42) 44 -- 379 (379) 379 100 411 (311) 311 1,133 2,946 (1,813) 1,815 The converted total assets and liabilities of SNS REAAL Group in foreign currency come to € 1,421 million (2003: € 903 million) and € 3,119 million (2003: € 3,552 million) respectively. Credit risk The table below gives an indication of the credit risk of SNS Bank, based on the weighting percentages used in regular reporting to De Nederlandsche Bank (DNB). Generally, these percentages are 0% for claims against or guaranteed by OECD governments, 20% for claims against or guaranteed by OECD banks, 50% for loans entirely and fully covered by mortgages and 100% for the other counterparties. Notional amount Risk-weighted amount Loans and advances to the public sector Liquid assets Short-dated government paper Banks Loans and advances to the private sector Interest-bearing securities Equities Fixed assets and participating interests Other assets Accrued assets Derivatives and off balance sheet products Solvency requirements for market risks 313 442 430 2,866 35,855 1,176 33 199 40 686 --- ---305 18,712 47 15 191 40 307 355 75 Total 42,040 20,047 SNS REAAL GROUP Annual Report 2004 93 2004 Financial statements Notes to the consolidated balance sheet In € millions Liquidity risk The residual term of a number of assets and liabilities as at 31 December 2004 is illustrated in the table below. Assets Banks Mortgage loans Other loans Interest-bearing securities Payable on demand > 1 month B 3 months > 3 months B 1 year > 1 year B 5 years > 5 years Total 2,139 770 176 31 8 3,124 -- 774 31 362 34,283 35,450 1,449 75 189 509 426 2,648 1 75 132 2,709 2,549 5,466 214 384 271 809 694 2,372 -- -- -- 121 21 142 9,470 155 243 550 845 11,263 4,094 357 208 346 2,333 7,338 -- 1,871 1,349 9,728 4,865 17,813 346 13 411 16 248 1,034 Liabilities Banks Private loans Funds entrusted: - Savings - Other Debt certificates Other liabilities The table below illustrates the residual term as at 31 December 2003. Assets Banks Mortgage loans Other loans Interest-bearing securities Payable on demand 521 > 1 month B 3 months 1,769 > 3 months B 1 year > 1 year B 5 years > 5 years Total 77 35 8 2,410 175 647 36 364 30,775 31,997 66 1,542 462 817 471 3,358 221 137 160 2,314 2,852 5,684 127 416 266 962 573 2,344 -- -- -- 3 147 150 8,623 95 153 835 698 10,404 4,658 422 214 466 1,396 7,156 -- 1,012 2,795 9,558 2,804 16,169 -- 1 4 810 240 1,055 Liabilities Banks Private loans Funds entrusted: - Savings - Other Debt certificates Other liabilities 94 SNS REAAL GROUP Annual Report 2004 2004 Financial statements Notes to the consolidated balance sheet In € millions The fair value of the financial assets and liabilities The table below sets out the estimated fair value of the financial assets and liabilities of SNS REAAL Group. A number of balance sheet items have not been included in this table because they do not satisfy the definition of a financial asset or liability. The total of the fair value shown below does not represent the underlying value of SNS REAAL Group and should, therefore, not be interpreted as such. 2004 Financial assets Participating interests Investments: - Shares and convertible bonds - Fixed-Income securities Loans and advances Banks Liquid assets Other assets: - Trading portfolio - Other receivables Accrued assets 1 2 Estimated fair value 306 2003 Balance sheet value 306 Estimated fair value 503 Balance sheet value 478 569 569 512 512 8,082 7,762 8,186 8,082 39,436 38,098 36,534 35,355 3,106 3,124 2,404 2,410 753 753 420 420 133 133 239 239 534 534 820 820 253 992 307 962 53,172 52,124 49,925 49,278 1,150 1,145 1,164 1,156 36,375 36,414 33,631 33,729 2,406 2,372 2,374 2,344 1,034 1,034 1,060 1,055 506 915 594 1,281 41,471 41,880 38,823 39,565 Financial liabilities Subordinated loans Funds entrusted and debt certificates of the banking operations Banks Other liabilities Accrued liabilities 2 ) Accrued assets exclude accrued acquisition costs with respect to insurance policies. ) The difference between the balance sheet value and fair value of the accrued items is caused by the fact that the accrued interest and share premiums/discounts have been discounted in the fair value of the interest-bearing items. 1 2 SNS REAAL GROUP Annual Report 2004 95 2004 Financial statements Notes to the consolidated balance sheet The estimated fair values represent the amounts for which financial instruments can be traded at balance sheet date on a realistic commercial basis between properly informed parties prepared to enter into a transaction ‘at arm’s length’. The fair value of financial assets and liabilities is based on market prices, insofar as these are available. If not, various techniques have been developed for estimating the fair value of these instruments. These techniques are subjective by nature and rely on different assumptions with respect to the discount rate and the timing and volume of the expected future cash flows. Changes in these assumptions can have a significant influence on the estimated fair value. This can lead to the stated fair value not being an accurate estimate of the net fair value. Furthermore, the estimated fair value is based on the market conditions at a given moment and, therefore, probably not an accurate estimate of the future net fair value. The following methods and assumptions have been applied in order to determine the estimated fair value of the financial instruments. Financial assets Participating interests The fair value of participating interests is based on the stock exchange prices of the shares in these participating interests or, if unlisted, the estimated market value based on the stock exchange prices of similar securities. The fair value of receivables from participating interests is determined in the same way as described below for fixed-income securities. Investments The fair value of shares and convertible bonds is based on stock market prices. The fair value of interest-bearing securities, insofar as these are not mortgage loans, is based on the cash value of the expected future cash flows, using the current market interest rate as applicable given the return, the creditworthiness and term of the investment. The fair value of mortgage loans is estimated by determining the cash value of the expected future cash flows, using the interest rate currently applicable to similar loans. Loans and advances The fair value of loans and advances is estimated on the basis of the cash value of the expected future cash flows, using the interest rate currently applicable to loans and advances under similar conditions and credit risks. Banks The fair value of loans and advances to banks is estimated on the basis of the cash value of the expected future cash flows, using the current market interest rate applicable to loans and advances with similar characteristics. Liquid assets The book value of the liquid assets is considered a fair estimate of the fair value. 96 SNS REAAL GROUP Annual Report 2004 2004 Financial statements Notes to the consolidated balance sheet Other assets The fair value of equities included in the trading portfolio is based on stock market prices. The book value of the ‘other receivables’ is considered a fair estimate of the fair value. Accrued assets The book value of the accruals is considered a reasonable estimate of the fair value, with the accrued interest and the share premiums/discounts being discounted in the fair value of the interest-bearing items. Financial liabilities Subordinated loans The estimated fair value of the subordinated loans is based on the cash value of cash flows, using the interest rate applicable to similar instruments. Funds entrusted and debt certificates of the banking operations The book values of demand deposits and deposits without agreed terms are considered a reasonable estimate of the fair value. The estimated fair value of deposits with agreed terms is based on the expected cash value of the future cash flows, using the interest rate currently applicable to deposits with the same residual term. Banks The fair value of debts to banks is estimated on the basis of the cash value of the future cash flows, using the interest rate currently applicable to debts to banks under similar conditions. Other liabilities The fair value of negotiable other liabilities is estimated on the basis of stock market prices. The book value of non-negotiable other liabilities with a variable interest rate is considered a fair estimate of the fair value. The fair value of non-negotiable other fixed-interest liabilities is estimated by determining the cash value of the cash flows, using the interest rate currently applicable to similar instruments. Accrued liabilities The book value of the accruals is considered a fair estimate of the fair value, with the accrued interest and the share premiums/discounts being discounted in the fair value of the interest-bearing items. SNS REAAL GROUP Annual Report 2004 97 2004 Financial statements Notes to the consolidated balance sheet Derivatives Derivatives are financial instruments embodied in contracts whose value depends on one or more underlying primary financial instruments. Derivatives contain rights and obligations as a result of which one or more of the financial risks attendant on the underlying primary financial instruments are transferred between parties. They do not lead to the transfer of the underlying primary financial instrument when the agreement is entered into, nor need any transfer take place on the expiry of the agreement. Examples of derivatives are forwards, options, swaps and futures. The underlying primary financial instruments can be interest rate products, foreign exchange products, equity products or a combination of these. The transferred financial risks are interest rate risks, currency risks, market risks or a combination of these risks. In principle, SNS REAAL Group enters into derivative transactions to hedge interest rate risks and currency risks. Interest rate swaps and forward rate agreements are used for hedging interest rate risks. Currency risks are primarily covered by means of forward exchange transactions and currency swaps. A proportion of the derivatives transactions are effected for arbitrage and trading purposes. The interest rate and currency derivatives are generally over-the-counter contracts and the other derivatives contracts are usually listed on the stock exchange. The contracted amounts (or notional amounts) shown in the summary (including the breakdown by residual term to maturity) reflect the extent to which SNS REAAL Group is active in the various markets. Notional amounts > 1 year B 1 year B 5 years Total Interest rate contracts: - Swaps and FRAs - Options - Purchased options - Futures Currency contracts: - Swaps - Forwards Forward commodity contracts: - Swaps Total 98 SNS REAAL GROUP Annual Report 2004 43,400 > 5 years Positive fair value Negative fair value 9,057 19,243 15,100 601 941 5,013 -- 4,191 822 57 1 2,362 2,362 -- -- -- 7 58 58 -- -- -- -- 3,455 365 3,013 77 113 385 6,865 6,865 -- -- 22 43 10 -- -- 10 -- 1 61,163 18,707 26,447 16,009 793 1,378 2004 Financial statements Notes to the consolidated balance sheet In € millions Of the total in notional amounts, 14.1% (2003: 21.7%) relates to contracted derivatives from trading activities. The remaining 85.9% (2003: 78.3%) relates to activities in the context of balance sheet management. The notional amounts show the units of account that, in relation to derivatives, reflect the relationship to the underlying values of the primary financial instruments. These notional amounts give no indication of the size of the cash flows or the price and credit risks attendant on the transactions. The positive fair value on balance sheet date indicates the maximum losses of SNS REAAL Group on its derivatives transactions should all its counterparties default on their obligations. We understand positive fair value to mean the market-to-market value of the derivatives contracts, for which a receivable from the counterparty arises that, if not met, leads to profit erosion. This fair value will fluctuate daily as a result of the change in value of the underlying assets. Credit risk is a better basis for comparison with other banking activities. To provide insight into the scale of the derivatives activities and the related credit risks, in addition to the positive replacement value, the weighted and unweighted credit equivalents are shown. This unweighted credit equivalent is an indication of the maximum loss that SNS REAAL Group could incur on its derivatives transactions. The weighted credit equivalent is determined by multiplying the unweighted credit equivalent by the weighting percentages in accordance with the standards of international supervisory authorities. The unweighted credit equivalent amounts to a total of € 1,426 million (2003: € 1,186 million) and the weighted credit equivalent to a total of € 320 million (2003: € 275 million). Statutory solvency requirements For SNS Bank, the capital requirements, in accordance with the BIS requirements, amounts to 8% of the risk-weighted assets, off-balance sheet items and market risk of the trading portfolios (the so-called ‘BIS standard’). At year-end 2004, this came to € 1,694 million (2003: € 1,609 million). Core capital (Tier 1) Supplementary capital (Tier 2) Available Tier 3 capital Deductible items (participating interests) 1,729 710 -(90) 1,596 769 -(64) Qualifying capital (excluding Tier 3) 2,349 2,301 20,047 8.6% 11.7% 19,313 8.3% 11.9% Risk-weighted assets - Tier 1 ratio - BIS ratio SNS REAAL GROUP Annual Report 2004 99 2004 Financial statements Notes to the consolidated balance sheet In € millions 2004 2003 European directives require insurance companies based in one of the member states of the European Union to maintain a minimum solvency margin. The solvency with respect to the insurance operations as at 31 December 2004 stood at 182% (2003: 177%) of the legally required solvency, as illustrated in the table below. 100 Available solvency Legally required solvency 945 520 856 484 Solvency margin 425 372 SNS REAAL GROUP Annual Report 2004 2004 Financial statements Notes to the consolidated profit and loss account In € millions Income Gross premium income Investment income Interest income, banking operations Commission Other income Total income Banking 2004 2003 Insurance 2004 2003 Other 2004 2003 Group 2004 2003 Elimination 2004 2003 Total 2004 2003 -- -- 1,689 1,779 -- -- -- -- -- -- 66 76 749 649 -- -- -- 1 -- (3) 1,689 1,779 815 723 1,763 1,729 -- -- 27 59 44 70 (46) 109 92 -- -- -- -- -- -- -- (64) 1,788 -- 109 1,794 92 14 17 10 3 50 74 334 260 (334) (270) 74 84 1,952 1,914 2,448 2,431 77 133 378 331 (380) (337) 4,475 4,472 -- -- -- -- -- 24 38 50 78 -- -- 2 4 11 45 13 8 (14) Expenses Technical expenses, insurance operations --- 1,876 1,934 Interest charges, banking operations 1,240 1,219 --Other interest charges --54 41 Staff costs 238 279 139 146 Other operating expenses 188 170 179 177 Value adjustments to loans and advances 59 56 9 -Other costs --3 2 Total expenses Operating profit before taxation Taxes Group profit Third-party interests Net profit -- 1,876 1,934 (31) (53) 1,283 1,282 3 (15) (15) 41 29 24 -- -- 426 460 (8) -- -- 366 347 3 5 -- -- -- -- 71 61 -- -- -- -- -- -- 3 2 (68) 4,066 4,115 1,725 1,724 2,260 2,300 44 62 83 97 (46) 227 190 188 131 33 71 295 234 (334) (269) 409 357 54 61 47 45 (5) -- (15) -- -- 81 97 173 129 141 86 38 71 310 243 (334) (269) 328 260 -- -- -- -- -- -- -- -- 18 17 18 17 173 129 141 86 38 71 310 243 (352) (286) 310 243 (9) SNS REAAL GROUP Annual Report 2004 101 2004 Financial statements Notes to the consolidated profit and loss account 2004 In € millions 2003 Income 23. Gross premium income Gross premium income concerns the insurance premiums before deduction of reinsurance premiums. Life insurance: - Regular premiums - Single premiums 778 594 770 716 Non-life insurance 1,372 317 1,486 293 Total 1,689 1,779 24. Investment income This includes interest income, rental income, dividends and part of the realised value movements of shares. In addition, this includes income from investments made on behalf of policyholders. Banking 2004 2003 Land and buildings Shares and convertible bonds: - Interest, dividend, etc. 1 Bonds and fixed-income securities Private loans Other investments Income from investments made on behalf of policyholders: - Interest, dividend, etc. - Value movements Total Insurance 2004 2003 102 SNS REAAL GROUP Annual Report 2004 Elimination 2004 2003 Total 2004 2003 -- -- 16 16 -- -- -- -- 16 16 -- -- 80 (3) -- -- -- -- 80 (3) 66 76 248 155 (1) (1) -- -- 313 230 -- -- 139 130 1 2 -- (3) 140 129 -- -- 140 155 -- -- -- -- 140 155 66 76 623 453 -- 1 -- (3) 689 527 -- -- 62 71 -- -- -- -- 62 71 -- -- 64 125 -- -- -- -- 64 125 -- -- 126 196 -- -- -- -- 126 196 66 76 749 649 -- 1 -- (3) 815 723 ) Insurance 2004: Including unrealised revaluations for an amount of € 62 million. 1 Group 2004 2003 2004 Financial statements Notes to the consolidated profit and loss account In € millions 25. Interest income, banking operations Interest income includes income arising from lending activities and related transactions as well as related commissions and other income of an interestrelated nature. This also includes results from financial instruments insofar as these serve to reduce interest rate risks. Banking 2004 2003 Other 2004 2003 Group 2004 2003 Elimination 2004 2003 Total 2004 2003 Mortgage loans Other loans Other 1,487 1,464 -- -- -- -- -- -- 247 279 27 49 42 64 (46) 29 (14) -- 10 2 6 -- Total 1,763 27 59 44 70 (46) 1,729 1,487 1,464 (64) 270 328 -- 31 2 (64) 1,788 1,794 26. Commission Commission includes fees for services rendered insofar as these are not of an interest-related nature. Bank 2004 Payment services Securities business Insurance business Management fees Other activities Total Total 2003 15 13 2004 2003 15 13 7 11 7 11 34 27 34 27 41 28 41 28 12 13 12 13 109 92 109 92 The commission from insurance business of SNS Bank concerns income from REAAL Verzekeringen. 27. Other income This includes income from securities and participating interests, results from securities trading, price changes on securities in the trading portfolio, results from currency dealing, foreign exchange rate differences and results from derivatives not used for hedging purposes. In addition, this includes all income that cannot be accounted for under other headings. SNS REAAL GROUP Annual Report 2004 103 2004 Financial statements Notes to the consolidated profit and loss account 2004 In € millions Banking 2004 2003 Income from securities and participating interests 1,2 Result on securities business Result on currency business Result on other financial transactions Result on sale of business activities Other income Total Insurance 2004 2003 Other 2004 2003 Group 2004 2003 2003 Elimination 2004 2003 (2) (2) -- -- 48 68 334 260 (334) (270) 21 16 -- -- -- -- -- -- -- -- 8 -- -- -- -- -- -- (7) (2) -- -- -- -- -- -- 1 -- -- -- -- 2 (4) 10 3 2 14 17 10 3 50 Total 2004 2003 46 56 -- 21 16 -- -- -- 8 -- -- -- (7) (2) -- -- -- -- -- 1 6 -- -- -- -- 14 5 74 334 260 74 84 (334) (270) Expenses 28. Technical expenses, insurance operations Insurance expenses include reinsurance premiums, additions to insurance provisions, payouts, surrender of policies, claims and claims handling costs. Profit-sharing and rebates are also included. Life insurance expenses: - Payments for own account - Change in technical provisions for own account - Profit-sharing and rebates - Reinsurance premiums 1,643 (25) 63 18 1,699 Non-life insurance expenses: - Claims for own account - Change in provision for payable claims - Change in provision for unearned premiums - Profit-sharing and rebates - Reinsurance premiums Total 2 104 SNS REAAL GROUP Annual Report 2004 1,757 173 (21) 2 2 21 161 3 (9) -22 177 177 1,876 1,934 ) ‘Other 2003’: Including realised revaluation of € 38 million, arising from the sale of Stienstra Holding B.V. ) ‘Other 2004’: In 2004, in winding down SNS REAAL Invest, a large number of participating interests were sold, which contributed € 32 million. 1 880 757 100 20 2004 Financial statements Notes to the consolidated profit and loss account 2004 In € millions 2003 29. Interest charges, banking operations Interest charges include costs arising from the borrowing of funds and related transactions, as well as other costs of an interest-related nature. Banking 2004 2003 Funds entrusted Debt certificates Other interest-bearing commitments Total Other 2004 2003 Group 2004 2003 Elimination 2004 2003 Total 2004 2003 516 532 17 36 8 8 (24) (45) 517 531 609 566 -- -- 34 59 -- (2) 643 623 115 121 7 2 8 11 (7) (6) 123 128 1,240 1,219 24 38 50 78 (31) (53) 1,283 1,282 30. Other interest charges 41 29 This includes interest expenses related to non-banking activities, which are attributable to the financial year. 31. Staff costs Bank 2004 2003 Salaries Pension costs Social costs Other staff costs 156 168 21 18 Total Verzekering 2004 2003 82 84 43 5 17 10 43 51 238 279 Overig 2004 2003 Total 2004 2003 2 8 27 16 267 276 18 1 1 4 5 31 67 10 -- 1 2 1 30 29 42 34 1 1 12 2 98 88 139 146 4 11 45 24 426 460 The composition of the pension costs for own staff breaks down as follows: - Interest charge - Increase in cash value of entitlements - Release due to average wage scheme - Members’ contributions - Expected income from investments - Amortisation of actuarial difference Total Groep 2004 2003 60 50 (33) (2) (51) 7 59 48 --(47) 7 31 67 SNS REAAL GROUP Annual Report 2004 105 2004 Financial statements Notes to the consolidated profit and loss account 2004 In € millions 2003 Employees The average number of staff calculated on the basis of full-time equivalents: - SNS Bank - REAAL Verzekeringen - Group / SNS REAAL Invest 3,328 1,749 306 3,416 1,658 471 Total 5,383 5,545 SNS Reaal Group has not issued any options to management or staff. Remuneration of the Executive Board and the Supervisory Board General policy The policy pursued by SNS REAAL Group with respect to the remuneration of the members of the Executive Board is in line with that of other managers within the group. The policy is aimed at attracting and retaining high-quality people and to motivate them, with their remuneration in accordance with the strategic and related financial objectives. The remuneration of the Executive Board is decided by the Supervisory Board. The table below provides an overview of the salaries and bonuses of the individual members of the Executive Board. Remuneration of the Executive Board in 2004 In € thousands Regular payments S. van Keulen M.W.J. Hinssen C.H. van den Bos R.R. Latenstein van Voorst Total Payment in instalments Severance payment Profit-sharing & bonuses Total 563 189 -- 193 945 428 96 -- 145 669 428 127 -- 145 700 396 62 -- 124 582 1,815 474 -- 607 2,896 Remuneration of the Executive Board in 2003 In € thousands S. van Keulen M.W.J. Hinssen C.H. van den Bos R.R. Latenstein van Voorst Total 106 SNS REAAL GROUP Annual Report 2004 Regular payments Payment in instalments Severance payment Profit-sharing & bonuses Total 547 144 -- -- 691 413 78 -- 101 592 418 88 -- 89 595 353 49 -- -- 402 1,731 359 -- 190 2,280 2004 Financial statements Notes to the consolidated profit and loss account Remuneration of the Supervisory Board in 2004 In € thousands As member of the Board J.L. Bouma H.M. van de Kar J.V.M. van Heeswijk J. den Hoed D. Huisman S.C.J.J. Kortmann H. Muller J.W.M. Simons 1 Total As member of a committee 37 Total 6 43 30 6 36 25 10 35 25 5 30 25 10 35 25 6 31 25 9 34 18 8 26 210 60 270 Remuneration of the Supervisory Board in 2003 In € thousands As member of the Board J.L. Bouma H.M. van de Kar J.V.M. van Heeswijk J. den Hoed 2 D. Huisman S.C.J.J. Kortmann H. Muller J.W.M. Simons Total As member of a committee Total 35 6 41 28 6 34 23 3 26 11 -- 11 23 3 26 23 6 29 23 -- 23 23 3 26 189 27 216 Mortgage loans to directors and supervisory directors In € thousands S. van Keulen M.W.J. Hinssen S.C.J.J. Kortmann Total Average interest rate 2004 2003 5.5% 197 200 4.3% 567 576 4.4% 113 117 877 893 ) Mr. Simons passed away on 5 August 2004. ) Mr. Den Hoed joined the Supervisory Board on 1 July 2003. 1 2 SNS REAAL GROUP Annual Report 2004 107 2004 Financial statements Notes to the consolidated profit and loss account 2004 In € millions 32. Other operating expenses Acquisition costs: - Life insurance - Non-life insurance Accommodation costs IT costs Marketing and public relations costs External consultancy costs Other expenses Cost allocation Total Banking 2004 2003 Insurance 2004 2003 Other 2004 2003 2003 Group 2004 2003 Total 2004 2003 -- -- 65 78 -- -- -- -- 65 78 -- -- 68 60 -- -- -- -- 68 60 43 44 11 10 1 2 5 4 60 60 35 35 8 8 -- 1 7 3 50 47 24 24 16 7 -- 1 2 1 42 33 7 8 3 5 9 2 9 4 28 19 65 52 8 (6) 3 2 (23) 2 53 50 14 7 -- 15 -- -- (14) (22) -- -- 188 170 179 177 13 8 (14) (8) 366 347 Acquisition costs include depreciation on capitalised acquisition costs up to an amount of € 35 million (2003: € 32 million). IT costs and accommodation costs include depreciation and amortisation on tangible and intangible fixed assets totalling € 41 million (2003: € 44 million). 33. Value adjustments to loans and advances and financial fixed assets 71 61 3 2 Payable taxes Deferred taxes 72 9 75 22 Total 81 97 These include value adjustments for bad debts and financial fixed assets. 34. Other expenses Other expenses include all charges that cannot be presented under other headings. 35. Taxes 108 SNS REAAL GROUP Annual Report 2004 2004 Financial statements Notes to the consolidated profit and loss account In € millions Reconciliation between the nominal and the effective tax rate: - Operating profits before taxation - Nominal tax rate 2004 2003 409 34.5% 357 34.5% Nominal tax amount Effect of participation exemption 141 (49) 123 (26) Revaluation of deferred taxes because of reduction in tax rate Release of tax provision Other tax facilities 9 (19) (1) ---- 81 97 19.8% 27.2% 18 17 Effective tax amount Effective tax rate It has been announced in the tax plans for 2005 that the corporation tax rate will be reduced from 34.5% to 31.5%. This has resulted in the deferred corporation tax being recalculated in accordance with the guidelines for annual reporting. The effect of this is accounted for under ‘Revaluation of deferred taxes because of reduction in tax rate’. The increase in the effect of participation exemption is caused by the net accounting for the specific investments, so that the result of these investments is shown under the taxes item. 36. Third-party interests This includes the interest payments on the SNS Bank’s participation certificates. SNS REAAL GROUP Annual Report 2004 109 2004 Financial statements Consolidated balance sheet of SNS Bank Before profit appropriation and in € millions 31 December 2004 31 December 2003 442 430 2,866 275 610 2,210 Assets Cash Short-dated government paper Banks Loans and advances to the public sector Loans and advances to the private sector 313 35,855 169 32,618 Loans and advances Interest-bearing securities Shares Participating interests Intangible fixed assets Property and equipment Other assets Accrued assets 36,168 1,176 33 5 8 186 40 686 32,787 1,579 41 6 10 199 95 703 Total assets 42,040 38,515 2,295 2,344 Liabilities Banks Savings Other funds entrusted Funds entrusted Debt certificates Other debts Accrued liabilities Provisions 10,404 6,838 18,450 17,544 339 879 45 17,242 15,268 346 845 82 39,552 36,127 70 866 70 869 Shareholders’ equity 1,552 1,449 Capital base 2,488 2,388 42,040 38,515 Fund for general banking risks Subordinated debts Total liabilities 110 11,263 7,187 SNS REAAL GROUP Annual Report 2004 2004 Financial statements Consolidated profit and loss account of SNS Bank In € millions 2004 2003 Income Interest income Interest charges Net interest income Income from securities and participating interests Commission income Commission expenses 1,829 1,240 1,805 1,219 589 (2) 136 27 586 (2) 104 12 Commission Result from financial transactions Other income 109 14 2 Total income 712 92 22 (3) 695 Expenses Staff costs Other administrative expenses 238 159 279 140 Staff and other administrative expenses Depreciation Value adjustments to loans and advances Value adjustments to financial fixed assets 397 29 62 (3) 419 30 53 3 Total expenses 485 505 Operating profit before taxation 227 190 54 61 173 129 Taxes Net profit SNS REAAL GROUP Annual Report 2004 111 2004 Financial statements Consolidated balance sheet of REAAL Verzekeringen 31 December 2004 31 December 2003 Investments 9,001 9,043 Investments on behalf of policyholders 2,793 2,972 Before profit appropriation and in € millions Assets Receivables: - Amounts due from direct insurance - Amounts due from reinsurance - Receivables from group companies - Other amounts due 57 12 -145 183 11 2 165 214 Other assets: - Intangible fixed assets - Tangible fixed assets - Liquid assets 2 39 311 361 5 42 146 352 Accrued assets: - Accrued interest - Other accrued assets Total assets 112 SNS REAAL GROUP Annual Report 2004 169 142 193 187 48 311 235 12,671 12,804 2004 Financial statements Consolidated balance sheet of REAAL Verzekeringen Before profit appropriation and in € millions 31 December 2004 31 December 2003 Liabilities Shareholders’ equity Third-party interests 810 3 718 3 Group equity Subordinated debts 813 132 721 135 Capital base Technical provisions: - Gross 1 - Reinsurance component 945 8,399 275 856 7,918 284 8,124 7,634 2,704 3,002 Other provisions 102 221 Deposits of reinsurers 164 158 Technical provisions for insurance policies in which policyholders bear the investment risk 1 Debts: - Debts in relation to direct insurance - Debts to credit institutions - Debts to group companies - Other debts Accrued liabilities Total liabilities 179 124 23 282 185 -22 353 608 560 24 373 12,671 12,804 ) The acquisition costs are balanced in the technical provisions. 1 SNS REAAL GROUP Annual Report 2004 113 2004 Financial statements Consolidated profit and loss account of REAAL Verzekeringen In € millions 2004 2003 Technical account, life insurance Premiums, net of reinsurance: - Gross premium income - Outward reinsurance premiums 1,372 18 1,486 20 1,354 Investment income: - Investments for own account - Investments on behalf of policyholders 594 126 1,466 432 196 720 Benefits, net of reinsurance: - Gross 1 - Reinsurers’ share 1,656 13 628 894 14 (1,643) Changes in provision for life insurance: - Gross 1 - Reinsurers’ share (27) (2) 757 -25 (757) (63) (100) (199) (210) Investment costs (53) (40) Result of technical account, life insurance 141 107 Profit-sharing and rebates Operating expenses ) In 2004, € 856 million was due to the transfer of the value of the group pension operations to the pension fund of SNS REAAL Group. 1 114 (880) SNS REAAL GROUP Annual Report 2004 2004 Financial statements Consolidated profit and loss account of REAAL Verzekeringen In € millions 2004 2003 Technical account, non-life insurance Earned premiums, net of reinsurance: - Gross premium income - Outward reinsurance premiums 317 21 293 22 296 Change in technical provision for unearned premiums and accrued risks: - Gross - Reinsurers’ share 2 -- 271 (10) (1) (2) Investment income Claims, net of reinsurance: - Gross - Reinsurers’ share 9 294 280 29 21 187 14 174 13 (173) Change in provision for payable claims: - Gross - Reinsurers’ share (22) (1) -(3) 21 (152) Profit sharing and rebates Operating expenses (161) (2) (3) (164) -- (119) (113) Investment costs (1) (1) Result of technical account, non-life insurance 49 23 SNS REAAL GROUP Annual Report 2004 115 2004 Financial statements Consolidated profit and loss account of REAAL Verzekeringen 2004 In € millions 2003 Non-technical account Technical account result, life insurance Technical account result, non-life insurance 141 49 107 23 Total technical result 190 130 Other income Other costs Value adjustments to loans and advances 10 (3) (9) Operating profit before taxation Taxes Net profit Analysis of life insurance premiums Life insurance policies in which insurer bears the investment risk 2004 2003 3 (2) -- 188 131 47 45 141 86 Life insurance policies in which policyholders bear the investment risk 2004 2003 Regular premium policies Individual policies: - Without profit-sharing 198 259 391 305 - With profit-sharing 124 111 -- -- Collective with profit-sharing 322 43 370 37 391 22 305 58 Total 365 407 413 363 Individual policies: - Without profit-sharing - With profit-sharing 445 24 436 22 75 -- 93 -- Collective with profit-sharing 469 32 458 31 75 18 93 134 Total 501 489 93 227 Total premium income, life insurance 866 896 506 590 Single premium policies 116 SNS REAAL GROUP Annual Report 2004 2004 Financial statements Consolidated profit and loss account of REAAL Verzekeringen In € millions Analysis of non-life insurance technical result Earned gross premiums Gross claims Reinsurance balance Operating expenses and profit-sharing Total Fire Accident and health 2004 2003 Motor vehicles 2004 2003 Other sectors 2004 2003 2004 2003 2004 2003 315 303 90 85 16 29 162 147 47 42 165 174 35 36 5 16 101 93 24 29 150 129 55 49 11 13 61 54 23 13 (13) (4) (6) (3) (3) -- (1) (1) (3) 142 116 51 43 8 10 61 53 22 10 (121) (113) (39) (38) (5) (5) (61) (57) (16) (13) (8) Operating result 21 3 12 5 3 5 -- (4) 6 (3) Investment income 28 20 3 3 4 5 13 10 8 2 Technical result 49 23 15 8 7 10 13 6 14 (1) SNS REAAL GROUP Annual Report 2004 117 2004 Financial statements Company balance sheet of SNS REAAL Groep N.V. 31 December 2004 31 December 2003 2,092 368 7 1,894 1,005 20 2,467 2,919 252 272 2,719 3,191 Shareholders’ equity: 5 - Issued share capital - Share premium - Revaluation reserve - Participating interests reserve - Intangible fixed assets reserve - Other reserves - Retained profit 340 15 36 -10 1,250 310 340 15 32 1 15 997 243 Subordinated debts 6 1,961 227 1,643 233 Capital base Provisions Long-term debts 7 Short-term debts 8 2,188 (7) 328 210 1,876 3 966 346 Total liabilities 2,719 3,191 Before profit appropriation and in € millions Assets Fixed assets: - Participating interests in group companies 1 - Receivables from group companies 2 - Other receivables 3 Current assets: - Receivables 4 Total assets Liabilities The numbers mentioned with the balance sheet items refer to the notes starting on page 120. 118 SNS REAAL GROUP Annual Report 2004 2004 Financial statements Company profit and loss account of SNS Reaal Groep N.V. In € millions 2004 2003 Result on group companies after taxation Other results after taxes 334 (24) 260 (17) Net profit 310 243 SNS REAAL GROUP Annual Report 2004 119 2004 Financial statements Notes to the company balance sheet of SNS REAAL Groep N.V. In € millions 2004 2003 General For further details on the accounting principles, please see the general notes on page 70 and following. Receivables from and debts to group companies for banking services are stated as short-term receivables or short-term debts. Assets 1. Participating interests in group companies SNS Bank REAAL Verzekeringen Other 1,254 810 28 1,151 718 25 Total 2,092 1,894 Balance as at 1 January Capital contribution Disposals Revaluations Released revaluations Result Dividend received Other movements 1,894 --1 -334 (143) 6 1,756 100 (2) 2 (42) 260 (188) 8 Balance as at 31 December 2,092 1,894 Breakdown by residual term to maturity: Payable on demand > 1 month B 3 months > 3 months B 1 year > 1 year B 5 years > 5 years -288 --80 -227 698 -80 Total 368 1,005 7 20 2. Receivables from group companies 3. Other receivables 120 SNS REAAL GROUP Annual Report 2004 2004 Financial statements Notes to the company balance sheet of SNS REAAL Groep N.V. 2004 In € millions 2003 4. Short-term receivables Receivables from group companies Other amounts due Accrued assets 251 (4) 5 214 16 42 Total 252 272 Liabilities 5. Shareholders’ equity Issued share capital Share premium Revaluation reserve Participating interests reserve Statutory reserve Other reserves Retained profit Total equity Balance on 1 January 2003 Transfer of 2002 net profit Revaluations Released revaluations Net profit 2003 Other movements 340 15 49 42 7 871 84 -- -- -- 34 -- 50 (84) -- -- -- 4 (2) -- -- -- (2) -- -- (21) (73) -- 52 -- (42) -- -- -- -- -- -- 243 243 -- -- -- -- 8 24 -- 32 Balance on 31 December 2003 Transfer of 2003 net profit Revaluations Released revaluations Net profit 2004 Other movements 340 15 32 1 15 997 243 1,643 -- -- -- -- -- 243 (243) -- -- -- 1 -- -- -- -- 1 -- -- (2) (1) -- 3 -- -- -- -- -- -- -- -- 310 310 -- -- 5 -- (5) 7 -- 7 340 15 36 -- 10 1,250 310 1,961 Balance on 31 December 2004 1,408 The share premium reserve is recognised for tax purposes. The revaluation reserve mainly consists of property revaluations. The statutory reserve was formed for the costs of research and development software capitalised on the balance sheet. 208,801,030 shares have been issued and fully paid up. The nominal value of a share is € 1.63. Stichting Beheer SNS REAAL holds 208,801,029 shares issued via Stichting Administratiekantoor SNS REAAL. There is a single priority share that is owned directly by Stichting Beheer SNS REAAL. SNS REAAL GROUP Annual Report 2004 121 2004 Financial statements Notes to the company balance sheet of SNS REAAL Groep N.V. In € millions 2004 2003 6. Subordinated debts This concerns debts that are subordinated to the other obligations. Bond loan 7.25% 1996/06 Private loans Other debts 114 30 83 114 30 89 Total 227 233 Bond loans Private loans 269 59 901 65 Total 328 966 Bond loans 6.75% 1995/04 EMTN - loans -269 227 674 Total 269 901 87 8 96 19 1 14 264 67 210 346 Group companies have subordinated bonds to the value of € 5 million (2003: € 4 million). The private loans have an average interest rate of 7.1%. The term is longer than five years. The other liabilities include the present value (based on an actuarial interest rate of 6.0%) of long-term, non-interest bearing debt of € 113 million nominal (2003: € 125 million). The remaining term is 9 years. 7. Long-term debt Group companies hold no bonds (2003: € 31 million). The private loans are subject to an average interest rate of 4.5% (2003: 5.0%). The majority of these loans (€ 51 million) have a term of less than five years. The remainder (€ 8 million) have terms longer than five years. 8. Short-term debts Debts to group companies Taxes Other debts Accrued liabilities Total 122 SNS REAAL GROUP Annual Report 2004 2004 Financial statements Notes to the company balance sheet of SNS REAAL Groep N.V. 2004 In € millions 2003 Guarantees Guarantees in the sense of section 403, Book 2 of the Netherlands Civil Code have been issued for most of the wholly-owned subsidiaries of SNS Bank and SNS REAAL Invest. Barring a few exceptions, no such guarantees have been issued for the subsidiaries belonging to REAAL Verzekeringen. SNS REAAL Groep N.V. has issued guarantees to meet the commitments of REAAL Schadeverzekeringen N.V. for specific insurance contracts entered into after 1 September 2000. Utrecht, 9 March 2005 The Supervisory Board The Group Executive Board J.L. Bouma H.M. van de Kar J.V.M. van Heeswijk J. den Hoed D. Huisman S.C.J.J. Kortmann H. Muller S. van Keulen C.H. van den Bos M.W.J. Hinssen R.R. Latenstein van Voorst SNS REAAL GROUP Annual Report 2004 123 2004 Financial statements Main Group companies The most important group companies are listed below, broken down under banking operations, insurance operations and SNS Reaal Invest. Ownership is 100%, unless stated otherwise. Banking operations SNS Bank N.V. Algemene Spaarbank voor Nederland ASN N.V. CVB Bank N.V. BLG Hypotheekbank N.V. SNS Securities N.V. SNS Assurantiën B.V. SNS Assuradeuren B.V. Utrecht The Hague ’s-Hertogenbosch Geleen Amsterdam Maastricht Maastricht Insurance operations REAAL Verzekeringen N.V. REAAL Levensverzekeringen N.V. REAAL Schadeverzekeringen N.V. REAAL Reassurantie S.A. Proteq Levensverzekeringen N.V. Proteq Schadeverzekeringen N.V. SNS Verzekeringen B.V. Utrecht Alkmaar Zoetermeer Luxemburg Alkmaar Alkmaar Zoetermeer SNS REAAL Invest SNS Reaal Invest N.V. Foresta Investerings Maatschappij N.V. 124 SNS REAAL GROUP Annual Report 2004 ’s-Hertogenbosch ’s-Hertogenbosch 2004 Financial statements List of other main equity participations The most important equity participations are listed below. These are participating interests of SNS REAAL Invest. Masterfleet N.V.1 (40%) PrimeLine services B.V. (40%) NeSBIC CTE Fund B.V. (13.6%) NeSBIC CTE Fund II B.V. (10%) Parnassus Participatiefonds B.V. (42.9%) Life Sciences Partners II B.V. (13.2%) Skala Home Electronics B.V. (50%) ’s-Hertogenbosch ’s-Hertogenbosch Utrecht Utrecht Amsterdam Amsterdam ’s-Hertogenbosch Other The overview as defined in Sections 379 and 414, Book 2 of the Netherlands Civil Code has been filed with the trade register of the Chamber of Commerce in Utrecht. ) Formerly SNS Automotive N.V. 1 SNS REAAL GROUP Annual Report 2004 125 126 SNS REAAL GROUP Annual Report 2004 Other information SNS REAAL GROUP Annual Report 2004 127 Other information Profit appropriation under the articles of association Article 34 34.1 Subject to the approval of the Supervisory Board, the Executive Board may reserve as much of the profit as it deems fit. The General Meeting of Shareholders is authorised to reserve part of the profit, proposed by the Group Executive Board and approved by the Supervisory Board and the priority, for social and cultural projects. Any profits not reserved pursuant to the preceding sentence for social and cultural projects are at the disposal of the General Meeting of Shareholders for full or partial reservation or full or partial distribution to ordinary shareholders in proportion to their holdings of ordinary shares. If there is an appropriation of profit to shareholders, a distribution shall be made on the priority share of a percentage of the face value equal to the statutory interest rate on the last day of the last completed financial year. No other distribution of profit will be made on the priority share. 34.2 The company may only make payments to shareholders and others entitled to the distributable profits insofar as its shareholders’ equity exceeds the total amount of issued share capital plus the statutory reserves. 34.3 Distribution of profits may only take place following the adoption of the financial statements in which such distribution is approved. Profit 2004: € 310 milion. The profit is accounted for as retained profit as part of the shareholders’ equity. Auditor’s report Introduction We have audited the 2004 financial statements of SNS REAAL Groep N.V., Utrecht. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion. Scope Opinion We conducted our audit in accordance with auditing standards generally accepted in the Netherlands. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. In our opinion, the financial statements give a true and fair view of the financial position of the company at 31 December 2004 and of the result for the year then ended, in accordance with accounting principles generally accepted in the Netherlands and comply with the financial reporting requirements included in Part 9, Book 2 of the Netherlands Civil Code. Amstelveen, 9 March 2005 KPMG Accountants N.V. 128 SNS REAAL GROUP Annual Report 2004 Other information Additional information Embedded value The embedded value of the life insurance operations of SNS REAAL Groep N.V. at year-end 2004 amounted to € 1,327 million (year-end 2003: € 1,210 million). The embedded value of the life insurance operations is defined as the available shareholders’ equity plus the cash value of the forecast future net results of the existing insurance portfolios, taking account of the costs of the solvency requirement. The embedded value of the life insurance operations can be broken down as follows: € millions Shareholders’ equity Value of existing portfolio Embedded value1 31-12-2004 31-12-2003 692 565 635 645 1,327 1,210 The value of the new production provides insight into the expected profitability arising from the policies taken out during the financial year. For forecasting future results, realistic assumptions are used for variables including market interest rate, return on investment, expenses, anticipated mortality rate, etc. The discount rate used is 9% and is equal to the costs of maintaining the internally required solvency (in the form of capital base). The decrease in ‘Value of existing portfolio’ during 2004 was mainly a result of adjustments concerning the interest expectations for the existing investment portfolio. The value of the new production in 2004 was € 16 million, a decline in comparison with € 19 million in 2003. ) Mercer Oliver Wyman, an international consultancy organisation, has assessed the methodology and assumptions used by SNS Reaal Groep N.V. for the calculation of the embedded value of the life insurance operations as at 31 December 2004, as well as the value of the new production in 2004. Mercer Oliver Wyman concluded that the applied methodology is sufficient and that the assumptions are reasonable. 1 SNS REAAL GROUP Annual Report 2004 129 Other information Curricula vitae of members of the Supervisory Board The Supervisory Board of SNS REAAL Group had seven members as at 1 January 2005, all of Dutch nationality. These seven supervisory directors, all men, were appointed in 1997 when SNS Group and REAAL Group merged to form SNS REAAL Group. Some of them were already supervisory directors for legal predecessors of the merger partners. The summary below gives a selection of current and former responsibilities of these members. The Supervisory Board forms the Board of the Foundation (Stichting Beheer) holding all depositary receipts for the shares of SNS REAAL Groep N.V. The Supervisory Board is also the Board of the Stichting Administratiekantoor, holder of the shares of SNS REAAL Groep N.V. The Stichting Beheer has transferred the shares of SNS REAAL Groep N.V. to the custody of Stichting Administratiekantoor. In 2004, one priority share was issued to the Stichting Beheer SNS REAAL. SNS REAAL Groep N.V. is 100% owner of SNS Bank N.V., SNS REAAL Verzekeringen N.V. and SNS REAAL Invest N.V. Prof. J.L. Bouma (70), chairman Emeritus professor in business economics at Groningen University; member of the Royal Dutch Academy of Sciences; member of the Supervisory Boards of Albron, Eriks Group, Intereffekt, Koop Holding Europe, O. de Leeuw Holding and Raab Karcher Bouwstoffen Nederland. H.M. van de Kar (61), deputy chairman University lecturer at the tax-economics faculty at Leiden University; member of the board of Stichting Uitgeverij Aksant; chairman of the board of the International Institute for Social History; chairman of the Pension Fund for the Dutch Theatre; auditor of the International Institute of Public Finance; dean of Crisis and Disaster Management training; chairman of the Sports Fund Foundation Leo van de Kar. J.V.M. van Heeswijk (66) Supervisory Board member of Tref, Mammoet Holding; former managing director of Geveke; former chairman of the Supervisory Board of Calpam Internationale Petroleum Company, SSM Coal, Merrem & La Porte and Sligro. J. den Hoed RA (67) Supervisory Board member of Connexxion and ASMI; chairman of the Supervisory Council of Ziekenhuis St. Jansdal; Deputy member of the companies’ division court of appeal council; member of the Supervisory Council of Nederlands Vaccin Instituut; member of the OBE committee of AFM. D. Huisman (69) Chairman of the Supervisory Board of Ophtec; former chairman of the board of Friesland Chamber of Commerce; former deputy chairman of the Dutch Association of Insurers; former deputy chairman of the Executive Board of Avéro-Centraal Beheergroep. Former chairman of the Supervisory Council of MCL/Zorggroep Noorderbreedte. Prof. S.C.J.J. Kortmann (54) Professor in civil law at Nijmegen Radboud University; chairman of Onderzoekscentrum Onderneming & Recht (RU Nijmegen), chairman of the board of Stichting Grotius Academie, deputy judge Courts of Arnhem and ‘s-Hertogenbosch; Supervisory Board member of Kropman en Dela Coöperatie; chairman or member of various boards of trust offices or anti-takeover foundations of listed companies. H. Muller (62) Supervisory Board member of ASN Beleggingsfondsen; chairman of the Nederlands Participatie Instituut; Supervisory Council member of SNV, Nederlandse Ontwikkelingsorganisatie; chairman of the Board of De Burcht (Nationaal Vakbondsmuseum and Henri Polak Instituut); chairman of Nederlands Platform Ouderen en Europa; former federation manager and treasurer of FNV (Dutch trade union federation), former member of the Sociaal-Economische Raad and Stichting van de Arbeid. Retirement rota 2005 2006 2007 2008 130 SNS REAAL GROUP Annual Report 2004 H. Muller D. Huisman H.M. van de Kar Prof. S.C.J.J. Kortmann J. den Hoed J.V.M. van Heeswijk Prof. J.L. Bouma Other information Additional responsibilities of Group Executive Board members S. van Keulen, chairman (58) No additional responsibilities. C.H. van den Bos RA (52) R.R. Latenstein van Voorst MBA, Chief Financial Officer (40) Supervisory Board member of PrimeLine services B.V. Member of the Board of the Dutch Association of Insurers; Supervisory Board member of NIBE/SVV, Trustinstelling Hoevelaken and Stichting Kinderopvang Nederland; chairman of the board of Stichting Verzekeringswetenschap. M.W.J. Hinssen (48) Member of the Board of the Dutch Bankers’ Association (NVB); chairman of the Beleidscommissie Betalingsverkeer (NVB); seat on the founding body of Brands & Licenses Betalingsverkeer BV; Board member of the European Savings Banks Group; Board member of the World Savings Banks Institute. SNS REAAL GROUP Annual Report 2004 131 Colophon Concept & design VBAT Enterprise, Amsterdam Photography Hans van Ommeren, Woerden Thirza Schaap, Amsterdam Typesetting Melis Graphic Services bv, Helmond Lithography Neroc Rotterdam Printing vanGrinsven drukkers Venlo bv Publication SNS REAAL Group Croeselaan 1 P.O. Box 8444 3503 RK Utrecht The Netherlands Paper This annual report is printed on environmentally friendly paper 132 SNS REAAL GROUP Annual Report 2004