BPM Group - Borsa Italiana

Transcription

2006
BPM Group
Social Responsibility Report
THE VALUE OF WORKING TOGETHER
Interpretation, conception, action. The process with
which projects are carried out is the same as ever.
At various points in this process BPM has always
advised individuals and businesses, financed and put
them in contact.
The real strategic resource for BPM Group is its
continuous and constant exchange with Customers,
Members, Personnel and all its Stakeholders: in this
way action becomes joint action.
CONTENTS
7
Methodology
8
Evolution of BPM Group’s Social Reporting Activity
11
BPM GROUP IDENTITY
15
Group Profile
27
Mission, Guiding Principles and Strategies
45
Governance
71
BPM GROUP ECONOMIC REPORT
73
Key financial highlights
76
Value Added
81
BPM GROUP SOCIAL POLICIES REPORT
83
Stakeholders of Banca Popolare di Milano
85
Customers
107
Members and Shareholders
127
Personnel
141
Suppliers
147
Community
155
Environment
159
Communications
163
GROUP BANKS AND PRINCIPAL COMPANIES
180
GLOSSARY
Prepared by the General Affairs Office
of Banca Popolare di Milano
Layout and art direction
Ology adv - Agema Group - Milan
Consultancy and graphic direction
Gilberto Cappelletti
Methodology and procedural assistance
Studio Badalotti for Bilancio Sociale S.r.l.
Printing
Grafiche Agema S.p.A. - Milan
It is forbidden to reproduce either in full or in part the text
and images contained in this report.
Further information about this document,
which may also be downloaded from the website:
www.bpm.it,
can be obtained by contacting the General Affairs Offi ce of
Banca Popolare di Milano or by e-mailing:
[email protected]
BPM GROUP
SOCIAL RESPONSIBILITY
REPORT
2006
I am pleased to present to you the fourth edition
of BPM Group’s
Social Responsibility Report.
This year we once again confirm our commitment
to reporting our Company activities
for the benefit of our various Stakeholders and
areas which we serve.
Roberto Mazzotta
Chairman
Banca Popolare di Milano
5
Methodology
The form and content of this document refer to
the “Guidelines for the Preparation of Social
Responsibility Reports” drawn up in 2001 by GBS
(the Social and Environmental Accounting Study
Group) and to the “Manual for the Preparation
of Social Responsibility Reports by the Banking
Sector” (2001) published by ABI (the Italian Banking
Association), thereby ensuring the quality of
reporting and the associated information.
Ultramediass were consolidated according to the
line-by-line method and that as at 31 December
2006 were no longer within the line-by-line scope of
consolidation following:
Structure of the document
This document is organised in three sections:
• Identity – describes the BPM Group’s profile,
its mission, guiding principles and results of the
2004-2006 Strategic Plan, the 2007-2009 Strategic
Plan and the Parent Bank’s model of co- operative
governance and governance of the Group;
• Economic Report – presents some of the Group’s
key financial highlights and the calculation and
distribution of Value Added.
• Social Policies Report – describes the various
social relationships and policies that Banca
Popolare di Milano, the Parent Bank, maintains
with its different types of stakeholders, stressing
their consistency with the mission, principles and
strategies discussed in the section on “Identity”.
• the merger through incorporation of Ultramediass
(a company already entirely controlled by Bipiemme
Vita) into Bipiemme Vita.
• the conclusion of a bankinsurance agreement
with FonSai Group whereby 50% of the share
capital of Bipiemme Vita was transferred to Milano
Assicurazioni;
This report also has been updated to include the
key events that took place after the end of the 2006
financial year.
Terminology
A glossary of the specialist terms contained in this
report can be found at the end of this document.
Please note that the term BPM refers to the Parent
Bank Banca Popolare di Milano.
This section of the report also discusses the process
of obtaining feedback and also contains a report on
the commitments made in the 2005 edition of the
Social Responsibility Report.
As in past editions, a final section of the report
describes the activities and key economic and
social information relating to the Group’s banks and
principal product companies.
Scope of reporting and information
The 2006 Social Responsibility Report refers to BPM
Group, as indicated in the Consolidated Financial
Statements of the Group. Unless otherwise
specified, the economic and financial information
and figures refer to those contained in the
aforementioned Consolidated Financial Statements
and mainly to 2005 and 2006.
To take into account the changes made within the
scope of consolidation and in order to guarantee
better comparability between the data, the figures
as at 31 December 2005 of BPM Group have been
restated on a pro-forma basis. We point out that
as at 31 December 2005, Bipiemme Vita and
7
Evolution of BPM Group’s
Social Reporting Activity
BPM Group launched its social reporting activity
with the publication of the 2003 Social Policies
Report through which it has been able to:
• reflect on the Group’s mission and clearly identify
the guidelines and values essential to achieving
said mission;
• take a critical look at the path followed in past
years in order to identify the main lines of strategy
that can be further pursued as well as guidelines for
the future;
• highlight the elements of “responsible
management” naturally present in rules of
governance and in relations with stakeholders.
Communication activity
The 2003 Social Policies Report and a letter of
presentation from the Chairman were distributed
to all Group employees and to Branches to divulge
to their Customers. The Report was presented to
the Members’ Associations and handed out to
Shareholders attending the Shareholders’ Meeting
of 24 April 2004 approving the financial statements.
BPM Group continued its reporting endeavours
by issuing its 2004 Social Responsibility Report,
which was designed to give greater visibility to the
Bank’s contributions to business growth and within
different facets of the community. More specifically
the report aimed to highlight the uniqueness and
strong-points of the co-operative governance model
adopted by BPM and its ability to bring together the
needs of various stakeholders.
This was made possible by:
• analysing in-depth each stakeholder of the Parent
Bank and developing the lines of strategy described
in the 2003 Social Policies Report in light of the
2004-2006 Strategic Plan;
• identifying the performance indicators able to
intensity of relationships
social responsibility
report t
social responsibility
report t+1
representation
of relationships
8
social responsibility report
certainty
of relationships
measure the commitments made and report the
improvements achieved;
• preparing a base of instruments and methods
to develop stable feedback activities with the
stakeholders of the Parent Bank.
In June 2005 the Chairman presented stakeholders
with the 2004 Social Responsibility Report. The
presentation was held in the Sala delle Colonne
room of the Milan headquarters in Piazza Meda.
In attendance were the CENSIS General Secretary,
Mr. Giuseppe De Rita, the General Director of
Assolombarda, Mr. Roberto Polli, the General
Secretary of the Milan Chamber of Labour, Mr.
Giorgio Riolo, and the Director of Casa della Carità
Father Virginio Colmegna.
The report was also distributed to the Shareholders
attending the Shareholders’ Meeting of 23
April 2005 approving the financial statements.
In addition, along with the report, a letter of
presentation from the Chairman and a satisfaction/
suggestion card were sent to all Group employees,
and all the Branches for distribution to their
Customers. A copy of the complete document
appears on the Bank’s website and may be
downloaded and/or consulted in full or section-bysection.
The 2005 Social Responsibility Report refines the
social reporting process of BPM Group and expands
on its contents with:
• information about feedback activities involving the
Parent Bank’s stakeholders and the measures taken
in respect of the commitments made;
• a description of the measures taken to enact the
2004-2006 Strategic Plan;
• more information about the Group’s banks and
companies.
The 2005 Social Responsibility Report also marks
the start of a project that envisages greater
social responsibility and aims to improve the
overall quality of relations with stakeholders.
Three characteristics have been identifi ed for
describing the quality of relationships: intensity,
representation and certainty:
– the intensity of relationships is increased through
the process of feedback and dialogue with the
various stakeholders and through projects capable
of developing the Bank’s links with the local area in
order to boost its ability to interpret local economic
and social needs;
– the representation of relationships
(accountability) is improved both by applying
performance indicators that are better at measuring
the achievement of strategic social responsibility
objectives and by defi ning and satisfying the
information requirements of the various types of
stakeholders;
– the certainty of relationships is increased through
projects that help make the Bank’s conduct clear
and transparent in respect of those dealing with it.
For each of these BPM has identified specific
projects that develop the Group’s social
responsibility activities.
In September 2006, the Chairman presented the
2005 Social Responsibility Report to stakeholders
during the inauguration of the “Centro Servizi BPM”
Auditorium attended by Cardinal Dionigi Tettamanzi
as well as the Director of A.A.Ster, Mr. Aldo Bonomi,
the President of Assolombarda, Ms. Diana Bracco,
and the Secretary General of the Milan Chamber of
Labour, Mr. Onorio Rosati.
The report was sent out to all the Branches to in
turn be distributed to Customers. The employees
of the Group however received a summary report
containing a presentation by the Director of
Resources and Contractual Policies together with a
satisfaction/suggestions card.
The complete document appears on the Bank’s
website and may be downloaded and/or consulted
in full or section-by-section.
BPM Group’s 2006 Social Responsibility Report
continues the social responsibility project aimed
at transparent reporting and better relations with
stakeholders. In particular, the Report:
• describes the results of the feedback activity the
Parent Bank engages in annually with stakeholders;
• reports the measures taken with respect to the
commitments made with the various types of
stakeholders, redefining those for future years;
• describes the results achieved by the Group by
virtue of the 2004 – 2006 Strategic Plan;
• sets out the guidelines of the new 2007-2009
Strategic Plan;
• launches the TERRITORIAL WORKSHOP project to
support competitive and sustainable development
of the community and territories within which it is
present.
Governance of Corporate Social Responsibility
The social reporting activity carried on from 2003
until today has enabled the Group to identify a
model for governing corporate social responsibility
involving the creation of a specific management
team charged with co-ordinating the contributions
and thoughts of the various company departments
concerning responsible management and with
checking the results achieved. This will make
it possible to achieve, with understanding and
graduality the “voluntary integration of social and
environment aspects in all commercial dealings and
relationships with all parties concerned”0.1 .
On the basis of constant improvement, this model of
governance will seek to achieve a system of social
responsibility that is an integral part of the process
of defining the Group’s general strategies that will
help, with specific actions, to improve the quality of
relationships with stakeholders.
Corporate Social Responsibility will also aim
gradually to involve the Bank’s different functions
and to co-ordinate the various company initiatives in
progress in this area: the preparation of the Social
Responsibility Report, the process of obtaining
stakeholder feedback and the relationships with
Italian social responsibility networks.
1
COMMISSION OF THE EUROPEAN COMMUNITIES – GREEN
PAPER, Promoting a European framework for Corporate Social
Responsibility – Brussels, 18/07/2001
9
The value of working together. For economic, civil and social development.
BPM Group
identity
The identity of the BPM Group is the expression
of its way of being, meaning its business,
organisational characteristics, people who
work for it, the guiding principles behind its
management and cultural model.
This Identity reveals the Group’s distinguishing
traits that characterise its uniqueness.
11
BPM GROUP IDENTITY
13
Group figures
15
GROUP PROFILE
16
Evolution of the BPM Group: key dates
18
20
22
BPM Group structure
• Principal subsidiaries
• Principal equity investments
24
Distribution network
27
MISSION, GUIDING PRINCIPLES AND STRATEGIES
28
Mission
28
Guiding principles
30
BPM Group Strategic Plan
45
GOVERNANCE
46
49
52
56
60
62
The Parent Bank’s system of co-operative governance
• General Meetings
• Board of Directors
• Other Governing and Supervisory Bodies
• Rules of Governance
• Management structure
66
Governance of the Group
68
System of Internal Controls over the Group
Group figures1
Group Customers
2006
2005
Individuals
1,166,000
1,176,000
Companies
143,000
143,600
13,000
10,500
Entities and Associations
(in thousands of Euros)
Income statement
2005
2006
(in thousands of euro)
Operating income
Volume of business
2005
2006
Loans
26,312,649
Pro-forma
22,585,310
Direct deposits*
29,354,399
24,612,847
Assets under management**
20,729,355
20,439,253
Assets under administration
18,884,318
16,655,183
* include amounts due to Customers, debt securities in issue and
financial liabilities designated at fair value through profit and
loss. .
** at market value and net of any duplications.
Pro-forma
1,764,675
1,551,657
Operating
profit
695,120
513,720
Profit from current
operations
before tax
637,402
412,376
Net profit for the year
pertaining
to the Parent Bank
398,680
258,980
The figures refer to a duly reclassified format of the income
statement so as to guarantee a clearer picture of performance and
full compliance with normal market practices. The line items have
been grouped or reclassified among the same.
2
Group personnel
Managers
Officials
Other employees
Total
2006
2005
2006
2005
2006
2005
2006
2005
97
108
2,334
2,346
3,884
3,947
6,315
6,401
Banca di Legnano S.p.A.
13
15
317
307
478
468
808
790
Cassa di Risparmio di Alessandria
10
7
160
162
406
411
576
580
Banca Akros S.p.A.
25
25
112
109
107
107
244
241
Bipiemme Gestioni SGR S.p.A.
9
10
43
42
58
58
110
110
We@Service S.p.A.
4
4
33
31
41
41
78
76
Bipiemme Private Banking SIM S.p.A.
4
4
43
41
19
9
66
54
BPM Ireland Plc.
1
1
0
1
6
6
7
8
Bipiemme Immobili S.p.A.
0
1
4
2
3
5
7
8
Other companies
2
1
6
5
58
57
66
63
165
176
3,052
3,046
5,060
5,109
8,277
8,331
Total
1
We point out that in order to take into account the changes in the scope of consolidation and to ensure better comparability of data, the
figures as at 31 December 2005 of the BPM Group have been restated on a pro-forma basis. In this respect, the companies Bipiemme Vita and
Ultramediass – which at 31 December 2005 were consolidated based on the line-by-line method – at 31 December 2006 were no longer within the
scope of consolidation line-by-line following:
• the conclusion of a bankinsurance agreement with Fondiaria-Sai Group whereby 50% of the share capital of Bipiemme Vita was transferred to
Milano Assicurazioni (see “Significant events” - Directors’ Report of the Parent Bank);
• the merger through incorporation of Ultramediass (a company entirely controlled by Bipiemme Vita) into Bipiemme Vita.
2
The number of personnel per category refers to the situation at the end of the period. The figures only include employees and exclude workers
under different types of contracts (temporary and professional ongoing collaborators), which totalled 114 workers at the end of 2006.
13
BPM Group Identity
Group profile
Evolution of the
BPM Group: key dates
1865
Banca Popolare di Milano was founded in 1865, in
the climate of renewal characterising the era in the
immediate aftermath of proclaiming the Unification
of Italy. Luigi Luzzatti, the great economist and
statesman, was Chairman from 1865 to 1870 and
Honorary Chairman until 1927. The Bank rapidly
established itself in the social and economic fabric
of Milan thanks to its mutualistically inspired model
and its support for small businesses, craftsmen and
tradesmen without access to adequate credit and
easy prey to usury.
1945
Up until the Second World War BPM developed as
a typical local bank, enhancing its dominion in its
area of origin.
In the period immediately after the war the Bank
made a significant contribution to reconstruction
and economic recovery particularly fostering the
start-up of small and medium enterprises in the
northern area of the Milan province.
1990s
The liberalisation of new openings resulted in the
rapid growth of the number of branches, especially
in Milan and Lombardy. In the second half of the
1990s the Group absorbed Banca Agricola Milanese,
Banca Briantea and Banca 2000 (ex Inabanca),
while obtaining control of Banca Akros.
1960s and 1970s
After a decade of consolidating its past growth, the
1970s saw a considerable expansion in operations,
taking BPM beyond its original territory with the
opening of branches in Turin and Florence and
branches and representative offices abroad. It also
continued its expansionary strategy, absorbing
Banca Popolare Cooperativa Vogherese in 1979.
2001 - 2005
In 2001, BPM acquired control of Banca di Legnano,
expanding in areas of significant economic interest
and within the vicinity of the Milanese centre of
gravity. In 2003, as part of a growth strategy based
on safeguarding its own identity, BPM signed
an important agreement with the Strasbourg
Federation of Crédit Mutuel, designed to develop
operating synergies between the BPM Group and
Crédit Industriel et Commercial, a bank with strong
roots in the French capital and a Crédit Mutuel
subsidiary. In the same year BPM reached an
agreement with Fondazione Cassa di Risparmio di
Alessandria to acquire control of Cassa di Risparmio
di Alessandria and subsequently to absorb it into
the BPM Group. In 2004 BPM acquired control
of 80% of Cassa di Risparmio di Alessandria and
executed the agreement to transfer 20% of Cassa
di Risparmio di Asti to Banca di Legnano, a whollyowned BPM subsidiary. In 2005, BPM realized
the Private Equity project through a partnership
with Wise Venture SGR, developed a partnership
in the property funds sector with AEDES S.p.A.,
and concluded a bankinsurance agreement with
Fondiaria-SAI Group.
1980s
The 1980s confirmed BPM’s great potential and
solidity, with it taking a leading role in the rescue
of Banco Ambrosiano (1982). In 1985 it obtained
control of Banca Agricola Milanese through a
hostile takeover bid – an unprecedented action in
the Italian banking industry – demonstrating the
banking regulator’s confidence in BPM and those
firmly at its command.
In 1988 it absorbed Banca Popolare di Bologna e
Ferrara.
At the end of the 1980s it created the BPM Banking
Significant events in 2006
In 2006 a series of measures contributed to the
results achieved by the 2004-2006 Strategic
Plan and are at the root of the expected growth
described in the new three-year plan.
Among these are:
BPM Group’s New 2007-2009 Strategic Plan
The Plan continues from where the previous
plan left off, adopting the following three main
lines of strategy: development of Commercial
Banking, higher profitability from the Corporate &
Investment Banking area, and greater efficiency
1950s
In the 1950s BPM’s growth strategy took it beyond
the borders of Lombardy: it completed its first
merger (with Banca Popolare di Roma, 1957),
acquired control of Banca Briantea and obtained a
major stake in Banca Agricola Milanese, becoming
its principal shareholder.
16
Group to offer Customers complete, professional,
multi-sector services, specialising in the more
important areas of financial intermediation, asset
management and remote banking. In 1989 it
acquired Banca Popolare di Apricena.
social responsibility report > group identity > profile > evolution of the bpm group
in operating activities and platforms, completing
the rationalisation process started in the last three
years.
Development of the bankinsurance agreement
between BPM and Fondiaria-SAI Group
Following the agreements signed on 21 December
2005, Fondiaria-SAI Group acquired a 50% stake
in Bipiemme Vita. Within the ambit of non-life
insurance, the Group has been marketing Multi-risk
policies sold starting from last 12 March through
the BPM network the distribution of car insurance
policies is expected to start in 2008. The Group’s
entry into the non-life insurance sector is designed
to further increase Customer loyalty and expand the
client portfolio.
Acquisition of a stake in Pitagora 1936 S.p.A.
In 2006, BPM Group purchased a 24% interest in
Pitagora 1936 S.p.A., a special purpose vehicle
holding 75% of Pitagora S.p.A., a financial company
specialised in providing loans through salary and
mortgage assignments. This agreement will enable
BPM Group to widen its offering in the consumer
credit sector, finance Customers with difficult access
to credit, and exploit the Pitagora network to market
other BPM products.
Shareholding increase in SelmaBipiemme Leasing
In May 2006, as provided for in the Shareholders’
Agreements, BPM increased its stake in
SelmaBipiemme Leasing from 38.35% to 40%
after renewing the commercial agreement for the
distribution of products through BPM’s commercial
network.
Merger through incorporations of Bipiemme
Immobili into BPM
On 5 December 2006, BPM’s Board of Directors
approved the merger through incorporation of
Bipiemme Immobili S.p.A. (a real estate company of
the Group in which BPM holds a 90.89% interest)
into BPM following the purchase of the residual
9.11% of the capital currently in the hands of Banca
di Legnano S.p.A.
Securitisation of performing real estate mortgage
loans worth approximately Euro 2 billion
This operation entailled the pro-soluto transfer of a
portfolio of performing real estate mortgage loans
issued by BPM worth approximately Euro 2 billion
and backed by first-level mortgage guarantees to
BPM Securitisation 2 S.r.l. To finance the purchase
of the portfolio, BPM Securitisation 2 S.r.l. issued
a series of senior securities with limited recourse
(with AAA, AA and BBB ratings) in July 2006. The
securities were listed on the Luxembourg Stock
Exchange and distributed to institutional investors
for a total amount of Euro 2,015.3 million.
Adoption of the new code of governance for listed
companies
In December 2006, BPM’s Board of Directors
approved the adoption of a new code of selfgovernance for listed companies. The version
adopted is the one presented by the Italian Stock
Exchange on 14 March 2006 replacing the 1999
version (amended in July 2002), which BPM had
fully adopted.
Completion of the framework agreement with
Crédit Industriel et Commercial
In February 2006, BPM and Crédit Industrielle et
Commercial (C.I.C.) mutually acquired an interest
in each other’s share capital, with BPM acquiring
from Crédit Mutuel Group 352,082 shares in C.I.C.
for a total of 55,276,874, equal to 1% of the French
bank’s share capital. This operation was carried out
to perform and complete the Framework Agreement
entered into with Crédit Industriel et Commercial
with regard in particular to the mutual purchase of
shares between the two banks.
Simultaneously, C.I.C. granted BPM a put option
on the sale of the aforementioned shares to be
exercised in the six months following the possible
date of transfer of the effects of the Framework
Agreement.
17
BPM Group
structure
BPM is a group serving a vast clientele. It supports
investment and lending projects for numerous
types of Customer (households, small and medium
enterprises, local authorities and associations)
and combines with its evident vocation in the retail
sphere constant attention to developing activities
displaying greater growth potential, such as asset
management and private and corporate banking.
BPM is therefore a full-service diversified banking
group, operating in all sectors of the financial
markets.
The Group’s structure is accordingly organised into
the following business units:
Retail Banking: this serves the retail market
using different approaches according to Customer
segment and includes the traditional branch
network, as well as financial consultants, private
banking and virtual banking with activities mainly
focusing on: raising funds, disbursing credit,
providing collection and payment services,
distributing products and services for investment,
retirement savings and risk hedging, providing
e-commerce and on-line services in general.
Corporate Banking: this serves the corporate
market by granting credit, supplying collection
and payment services, offering investment and
risk hedging services and identifying commercial
opportunities relating to extraordinary corporate
finance operations.
Investment Banking: this includes areas of
business such as dealing in financial instruments,
both on own account and on account of third
parties, capital markets activities and primary
market subscription and placement services
(equities and bonds).
Wealth Management: this mostly serves the retail
market and includes all the activities associated with
asset management, such as mutual funds, portfolio
management schemes, insurance, products and
services for the purposes of retirement savings and
risk hedging.
18
social responsibility report > group identity > profile > bpm group structure
BPM Group
at 31 december 2006
Banca Popolare di Milano S.c.ar.l.
Milan
93.51%
40%
55.16%
40%
Milan
51%
Bipiemme Private
Banking SIM S.p.A.
56.89%
Banca Akros S.p.A.
Legnano (MI)
Milan
19%
51%
Milan
Akros HFR Alternative
Investments SGR S.p.A.
Milan
90.89%
9,11%
100%
Akros Securities Inc.
Milan
U.S.A.
50%
Bipiemme Vita S.p.A.
Milan
100%
BPM Capital 1 L.l.c.
U.S.A.
Cassa di Risparmio
di Alessandria S.p.A.
80%
Alessandria
99.99%
Bipiemme Ireland Plc.
100%
Dublin
100%
Bipiemme Fund
Management Ltd.
Dublin
Tirving Ltd.
Dublin
99.99%
We@Service S.p.A.
0.01%
Milan
100%
Ge.Se.So S.r.L.
Milan
99%
Retail banking
BPM Luxembourg S.A.
1%
Luxembourg
Corporate banking
50%
Calliope Finance S.r.L.
Milan
Investment banking
NOTE - changes occured in 2007:
• January: BPM purchased 100% of Bipiemme Immobili S.p.A.
• June: Bipiemme Immobili S.p.A. was incorporated into Banca Popolare di Milano
• June: BPM transferred another portion of shareholdings in Bipiemme Vita S.p.A. to Gruppo Fondiaria-SAI.
BPM’s current shareholding amounts to 45.89%.
• July: Banca Akros S.p.A. acquired the residual 49% share capital of Akros Alternative Inv. from HFR Europe
Ltd., which changed its company name and is now only Europe Ltd.
Wealth Management
19
Principal
subsidiaries1
The structure of the BPM Group is the result of a
process of acquisitions, equity investments and
control of banks with distribution networks deeply
rooted in the economy of areas neighbouring those
of the Parent Bank and companies specialising in
the development and offer of products capable
of responding to the needs of a vast, diversified
clientele.
This established bank joined the Group in 2001. It
has deep roots in the North West of Lombardy with
a network of over 100 branches. Given its strong
local roots, its focus is on retail Customers and
small and medium enterprises. It also operates
actively in the leasing segment. It owns significant
interests in the Group’s product companies.
Cassa di Risparmio di Alessandria S.p.A.
This bank joined the Group in September 2004.
It is firmly established in the Alessandria area
and surrounding provinces, neighbouring those
in which the Group is already present. Its main
business is with retail Customers and small and
medium enterprises. It has around 80 branches.
Banca Akros S.p.A.
This bank provides investment and private banking
services to Italian and foreign institutional
Customers, as well as to companies and high
net worth private clients. In 1999 it set up Akros
Securities Inc. in the USA to act as a broker/dealer
on the American market. Together with HFR, its
American partner, through HFR Europe Ltd., it also
set up Akros HFR Alternative Investments SGR
S.p.A., a company that manages funds of hedge
funds. In April 2007, Banca Akros exercised a call
option on the purchase of the residual 49% of
the capital held by the partner HFR Europe Ltd.
The call option was granted under the Investment
Agreement entered into with its American partner
and expiring on 31 March 2007. Following the
operation, the acronym “HFR” became the
subsidiary’s company name.
In 2006 Banca Akros acquired a holding in Promac,
a company promoting alternative capital markets
(listing in progress) and dedicated to giving small
businesses easier access to capital markets.
20
This is the Group’s most important asset
management company. It offers a complete
range of asset management products, which is
constantly updated and expanded to respond to
the more diversified needs of Customers: mutual
funds (active management, dynamic management,
management for companies), funds of funds,
pension funds and portfolio management schemes.
Within this context, for the purposes of adopting
the instructions issued by the Bank of Italy
regarding collective asset management, and of
providing transparency and an ever better response
to investor needs, during the first half of 2006 the
Company amended the regulations of the funds set
up and/or managed by it.
Bipiemme Vita S.p.A.
An insurance company operating in the life and
health/accident insurance sector, Bipiemme Vita
S.p.A. offers one of the widest ranges of products
on the Italian insurance market, guaranteeing the
best investment opportunities and protection for its
clientele.
From a corporate standpoint, in performance
of the agreements signed in December 2005
by BPM Parent Bank and Fondiaria-SAI Group
to develop bankinsurance activity and possibly
forge a partnership in the non-life sector, in 2006
Milano Assicurazioni, a company belonging in the
Fondiaria-SAI Group, purchased in two instalments
a total 50% stake in Bipiemme Vita. In the first
half of 2007, Milano Assicurazioni exercised a call
option on a further 1% of Bipiemme Vita thereby
acquiring control of the company.
On 31 December 2006, the subsidiary Ultramediass
S.r.l was merged through incorporation into
Bipiemme Vita in order to rationalise the
shareholding structure of this latter.
We@Service S.p.A.
In IT, commercial and advisory terms, We@Service
develops the virtual banking initiatives of BPM
Group. The consolidation of We@bank, a website
dedicated to retail Customers, and of InlineaNet,
the portal designed for business, in 2006 was a
pivotal step in developing a multi-channel bank
that offers integrated services such as home
banking, on-line trading and other high addedvalue services for its clientele.
social responsibility report > group identity > profile > lprincipal subsidiaries
BPM Ireland Plc.
A finance company based in Dublin active in the
dealing on own account of securities, bonds
and credit derivatives. It controls BPM Fund
Management Ltd.
BPM Fund Management Ltd.
A company incorporated under Irish law that
manages harmonised funds, securities-backed
guarantees and the multi-sector mutual fund called
“Dublin International Fund” (D.I.F.), distributed
in Italy through the network of financial advisors
of the Group. The new sectors of the D.I.F. are to
be marketed in Ireland in order to increase the
financial products present on the market.
Calliope Finance S.r.l.
This financial intermediary company is listed in
the register as per Article 106 of Legislative Decree
no. 385/1993 and since the latter half of 2006 has
been operative thanks to the joint venture between
BPM and “LB UK RE Holdings Limited”, a company
within the Lehman Brothers Group.
In particular, Calliope Finance grants mezzanine
loans for the acquisition and/or development of
real estate.
The project aims to optimise the potential
synergies existing between BPM and Lehman
Brothers within the ambit of property loans and
take advantage not only of Lehman Brothers’
experience and client base within the sector of
mezzanine lending, but also of BPM’s firm roots
within the territory.
Bipiemme Private Banking SIM S.p.A.
Set up in 2001, this company provides personalised
advisory services on investments in financial
instruments and on wealth management to high net
worth individuals who are clients of the Group. The
company is distributed into 14 “Private Centres”
located mainly throughout the region of Lombardy.
In April 2007, the company obtained ISO 9001
certification for all its in-house processes.
This company holds the non-instrumental property
of the Group, in other words property to be sold
or leased within the medium-term. Bipiemme
Immobili has also headed the project for the
development and completion of BPM’s Service
Centre in viale Bezzi in Milan.
In 2006, it continued to transfer non-instrumental
assets. As this transferring activity was nearly
reaching its conclusion, in the first half of 2007,
Bipiemme Immobili was incorporated into BPM.
The operation falls within the wider organisational
rationalisation project envisaged in the 20072009 Strategic Plan of the Parent Bank to ensure
that this latter retains sole management of the
properties.
1
For further details on the banks and principal companies of the
Group, see the final sections of this document.
21
Principal
equity investments1
Banca Popolare di Milano owns interests in certain
other companies in order to enhance the range of
products and services offered to Customers and
to support the respective local economies. The
network of alliances is structured on the basis of a
tripartite strategy:
1 To put the Group’s specialist expertise
and specific product capability at the service of
Customers of other banking partners with strong
local ties.
The agreements with the following banks fall under
this strategy:
Cassa di Risparmio di Asti S.p.A.
(20% interest held through the subsidiary Banca di
Legnano)
A historical bank with deep roots in the area of
Asti, this company is currently strengthening
its territorial network in the provinces of Turin,
Alessandria and Cuneo. Its commercial operations
are mostly directed at retail Customers and small
and medium enterprises. The bank aims to be an
interpreter of economic development in its own
particular territory.
NordEst Banca S.p.A.
(10% interest)
This local bank, set up in 2002, operates in the
provinces of Udine and Pordenone, positioning
itself as a partner of reference for small and medium
enterprises in the North East and for local investors.
2 To acquire additional specialist skills of
excellence, possessed by external partners, in order
to put them at the service of Customers of BPM and
of other banks in the BPM Group.
In this context we point out the partnerships with:
Dexia Crediop S.p.A.
(10% interest)
This bank is a leading provider of finance to public
works and infrastructure projects and of financial
services to local communities. It is a point of
reference for project financing involving local
authorities, leading public agencies and the most
important public-service companies.
Aedes BPM Real Estate SGR S.p.A.
(39% interest)
Previously named Bipiemme Real Estate SGR, this
company manages closed-end property funds,
including “Investietico” – dedicated to retail clients
and listed on the Italian Stock Exchange – whose
equity is currently invested mostly in nursing and
health care facilities and offices.
SelmaBipiemme Leasing S.p.A.
(38.35% interest)
Set up as a collaboration between BPM Group and
Mediobanca Group within the leasing sector, this
company is among the leading ten companies in the
sector. The company aims to satisfy the mediumterm financing needs of clients against fixed
capital investments. Following the subscription of
a capital increase reserved for payment, starting
from January 2007 BPM has increased its interest in
SelmaBipiemme Leasing from 38.35% to 40%.
Etica SGR S.p.A.
(27.50% interest)
This company develops and sells mutual funds
featuring a high degree of social responsibility
(Responsible Values Funds) and whose assets are
invested in financial instruments selected on the
basis of strict ethical-environmental criteria.
It serves investors wishing to invest their money in
a more conscious fashion, based on the concept of
sustainable development. In 2006 the three existing
funds were joined by a new one under the name of
“Responsible Values Equity”, which mainly invests
in equities.
In regards to defining the social-environmental
criteria on which the investments of these funds
are based, in 2007, the company switched from
the ethical advisor Ethibel to EIRIS, an English
company with a long-standing tradition in the
ethical investment research sector. It is an active
shareholder in the companies in which it has
invested, meaning that it takes part in general
meetings and presents proposals relating to the
social and environmental responsibility of the
companies themselves.
1
The companies described do not fall within the scope of
consolidation of the Group
22
social responsibility report > group identity > profile > principal equity investments
It supports microcredit in Italy, ensuring that 0.1%
of the amounts invested in the Responsible Values
Funds is transferred to a specific fund that provides
small loans to the disadvantaged.
Pitagora 1936 S.p.A.
(24% interest)
A special-purpose vehicle established in 2006
by BPM and, among others, the “Wisequity II &
Macchine Italia” fund (managed by the subsidiary
Wise Venture SGR S.p.A.) for the purpose of
acquiring a majority 75% shareholding in Pitagora
S.p.A., a finance company specialised in granting
mortgages and loans against salary assignments.
Through this shareholding, BPM Group is, among
other things, able to optimise its offering in the
consumer credit sector, a market segment with
a great deal of potential thanks to the new laws
that now allow employees of private companies
and pensioners to obtain this form of financing
and companies to finance clients with a bad credit
history.
Wise Venture SGR S.p.A.
(20% interest)
This company, which operates in the private equity
sector, absorbed BPM Private Equity SGR during
2005. It currently manages three funds, among
them “BPM Private Equity Fund”.
Banca Italease S.p.A.
(1.83% interest)
This bank is run by a shareholder syndicate
consisting of co-operative banks and mutual
insurance companies. BPM’s interest is a result of
the 2005 merger through incorporation of Factorit
S.p.A. into Banca Italease. Banca Italease is the
second-largest Italian bank operating in the sector
of financial leasing. Its activity centres heavily on
property and instrumental leasing. 31 December
2006 marked the completion of the merger through
incorporation of Leasimpresa S.p.A. (a leasing
company of Banco Popolare di Verona e Novara
Group) into Banca Italease.
3 To acquire interests in organisations that
carry out socially relevant activities.
Falling within this context are the following equity
interests:
Istituto Europeo di Oncologia (I.E.O.) S.r.l.
(3.53% interest)
This is a private non-profit entity that provides
services under arrangement with the national health
service and otherwise. The institute, inaugurated in
May 1994, became an Institute of Hospitalisation and
Treatment for Scientific Purposes under a ministerial
decree dated January 1996. In keeping with the
standards of the most advanced international
oncological centres, it carries out a complete range of
activities in the fight against cancer: prevention and
diagnosis, health education and training, research
and treatment. In addition to BPM, its shareholders
include Italy’s top banks (Mediobanca, Banca Intesa,
Unicredit, Capitalia), top insurance companies
(Fondiaria – Sai, Ras, Generali, Milano Assicurazioni)
and some of the country’s most important industrial
groups (Fiat, Pirelli, Edison, Telecom, Italcementi).
Genextra S.p.A.
(4.37% interest)
This company carries out research and development
in the innovative sectors of biotechnology,
biomedicine and the functional genomics. The
presence of biotechnology research centres
of excellence in Milan and the commitment of
respected scientists to making the city a national
centre in this sector, have resulted in the decision
to make this investment also with a view to the
provision of support by a local bank to an important
local venture that involves not only a particularly
respected scientific and management team, but also
institutional and private investors of high profile
and visibility. In 2006 the company increased its
share capital in order to be able to acquire control
of Intercept Pharmaceuticals, a U.S.-based company
whose scientific endeavours complement those of
Genextra.
Consorzio Idroenergia Soc. Consortile a r.l.
(subscription to one share)
This consortium generates electricity from
renewable sources. The support for this venture is
designed to achieve certification as a user of energy
from renewable sources.
23
The BPM Group uses a multi-channel distribution
model in order to provide an ever better response
to the demands for specialisation, quality and
accessibility to the services by the different types
of Customers.
The number of locations and types of access to
services is the result of concentrated investments
in technology, organisation and training of the
distribution network.
The commercial sector of the Parent Bank was
restructured in the first half of 2006 and has led
Retail Branches - These represent the physical
location specially for individual customers,
professionals, and micro and small enterprises
(with up to Euro5 million in turnover).
Financial Consultants and Private Centres
Financial advisors (2 working for Bipiemme
Private Banking SIM, 35 for BPM and 14 for
Banca Akros) comprise the network providing
personalised advisory and asset management
services. Thanks to this network the Group is
also able to reach areas that have not
traditionally been served.
710 retail branches
51 promotors
16 private centres
pos (point of sales)
Equipment that allows
customers of traditional and
mass market retailers to make
safe payments using their
credit and debit cards.
around 20,000 pos
14 units in the
corporate segment
BPM
GROUP
internet channel
Internet services - These allow
information to be managed and
transactions to be executed remotely,
including on-line trading. They are
managed by the company We@Service
S.p.A. and are directed at individual
customers and companies through the
We@bank and inLineaNet channels
respectively.
24
Corporate Segment - This is the BPM
structure (4 corporate branches and 10 SME
units,) operating in areas where the Group
is particularly well established and created
to provide advice and a point of reference
for medium and large enterprises.
832 atm points
ATMs - The Group's ATMs densely
populate the area thanks to the presence
of over 800 machines.
call center
call center - This provides customers with
remote access and includes phone banking
services.
social responsibility report > group identity > profile > distribution network
to changes in the organisational structure of the
network, the closing of 18 corporate branches and
the establishment of:
• four new Large Companies branches that manage
clientele that generates a turnover of more than
Euro 50 million (divided into upper corporate
from Euro 50 million to Euro 250 million and large
corporate over Euro 250 million);
• ten new Small to Medium Companies branches
in each territorial area that manage clientele that
generates a turnover from Euro 5 million to Euro 50
million.
At 31 December 2006, BPM Group’s distribution
network was composed of a total of 741 points of
contact with Customers, consisting of 710 Retail
Branches, plus the virtual branch of We@Bank, 4
new Large Company branches and 10 Small and
Medium Company branches forming part of the
operating structure of the Parent Bank, as well
as 16 Private Centres, of which 14 belonging to
Bipiemme Private Banking SIM and 2 to Banca
Akros.
There are 710 traditional branches spread out
over 13 regions throughout Italy. In 2006 10 new
branches were opened, of which 6 are BPM, 2
Banca di Legnano and 2 Cassa di Risparmio di
Alessandria.
Two branches, one belonging to BPM and the other
to Banca di Legnano, were closed.
BPM Group distribution network
31/12/2006
Lombardy
Province of Milan
Other provinces in Lombardy
of which:
Banca di Legnano
Banca Akros
Other regions
Emilia Romagna
Latium
Apulia
Piedmont
Other regions
of which:
Banca di Legnano
Total Italy
of which:
Banca di Legnano
Banca Akros
We@Bank – virtual branch
Total no. of branches
Large Company Branches
Small and Medium Company Branches
Corporate Branches*
Private Centres (Bipiemme Private Banking SIM and Banca Akros)
Total distribution network
31/12/2005
465
462
322
322
366
96
2
1
364
95
2
1
245
240
31
58
38
92
26
30
57
37
92
24
152
11
82
149
11
80
710
518
107
84
1
702
513
106
82
1
1
711
4
10
–
16
741
1
703
–
–
18
–
736
*In 2005 the Corporate Branches were replaced by Large Company Branches and Small and Medium Company Branches
25
BPM Group Identity
Mission, Guiding
Principles and Strategies
Mission
The BPM Group is committed to enhancing the value
of personal savings and to support the business
sector’s development with credit. It adopts a
responsible approach to the demands of everyone it
deals with and incorporates social and environmental
considerations in its actions, making them a
distinguishing feature of its activity as a bank and a
co-operative and hence of its competitiveness and
ability to create wealth.
In keeping with this approach the BPM Group’s
mission involves:
promoting and sustaining economic, civil, social
and environmental development in the areas in
which it is present, exercising to the best its role
as a banking group in respect of all sectors of the
economy represented therein:
• the private one - individual Customers and
businesses, with a particular focus on small and
medium enterprises;
• the public one - entities and institutions
representing the local authority sector;
• the civil one - associations and other
organisations representing the no-profit sector.
Guiding principles
1
HARMONIOUS BALANCE OF INTERESTS
The interests of Customers, Members and
Shareholders and Personnel find a harmonious,
balanced composition in the Group’s mission
pursued to the benefit of all its stakeholders.
To operate for the benefit of Customers by ensuring
a quality, transparent service and for the benefit
of Personnel by enhancing their professional skills
are closely interdependent goals and represent the
cornerstone of the Bank’s creation of value for its
Shareholders.
In fact, the different interests involved only compete
against one another in a short-term, narrow sense,
which may and must be overcome with a far-sighted
vision of corporate interest, like that required in order
to pursue the Group’s mission.
The systemic, harmonious conception of value
creation, not just economic value, takes into
account the expectations for economic returns
of even the most demanding of Shareholders,
as a sure guarantee of commitment to meeting
the expectations of national and international
financial markets with regard to the principles of fair
management conduct and transparent disclosure.
28
social responsibility report > mission, guiding principles and strategies
2 EFFICIENCY AND DEVELOPMENT
Efficiency and development represent an
inseparable pair of values and goals, always to be
pursued together.
While efficiency, constantly and resolutely pursued
in every area of operation, produces development
from solid, reliable basis, development itself is
what gives real meaning to the comprehensive
commitment to seeking ever greater efficiency.
This virtuous circle involves developing state-of-the
art processes and technology, enhances existing
professional skills and increases the ability to
attract top professionals from outside.
• to generate the facts to be communicated.
The BPM Group has a permanent commitment
to communicating not just in words but with
facts and work, reflected in its mission of social
accountability. The Social Responsibility Report
is the systematic method of reporting the Group’s
strategies, actions taken and results achieved.
3 CO-OPERATIVE SPIRIT
The co-operative spirit is at the basis of joint action
for the benefit of all Members, by fostering their
participation in the Bank’s affairs and decisions
and in the development of the local areas in which
it operates.
This is an essential principle of the co-operative
model, which in this way fosters the achievement
of high standards of efficiency and social relations
and so is fully entitled to a place in an economic
system in which freedom of enterprise also signifies
freedom to decide between different types of legal
and institutional form.
4 ACCOUNTABILITY AND TRANSPARENCY
The principle of accountability and transparency
requires every member of the business to perform
their function responsibly, independently and to the
best of their ability, answering for their activities
to their superiors and being accountable to their
stakeholders.
The BPM Group views accountability and
transparency as being at the basis of its ability:
• to enact its values. It is a primary responsibility
of top management, but also of all Members
and Personnel, to enact the Group’s values and
mission, continuously generating a genuine spirit
of co-operation geared to achieving the mission
itself and building with the various parties, inside
and outside the business, fair and transparent
relationships based on respect and trust, supported
by professional competence.
29
BPM Group
Strategic Plan
The three-year strategic plan embodies the
Company’s vision for the future, its positioning and
objectives and strategies pursued through specific
policies and measures.
It is not merely a list of activities and measures, but
represents a vision for the future of the company
that contributes to the creation of a corporate
identity.
BPM Group’s Plan has been created and developed
around certain key notions that on the one side
stand as objectives to be achieved and on the other
as the guided values that characterise the Group
itself.
Improvements in economic performance and
in creating value for shareholders are brought
together not only by more efficient internal work
processes, but also by a commercial policy that is
increasingly able to meet the needs of the changing
demographics and culture of society and the new
needs of the production system.
In terms of the internal process for creating the
Strategic Plan, the federal structure of BPM Group
has worked together with direct contributions from
all corporate functions and every Board of Directors
of the companies of the Group.
From this viewpoint, the Plan stands as a pact
between everyone operating within the various
corporate functions and clearly lays out the
commitments each is able to undertake, thereby
channelling human and economic resources to the
designated management areas.
Strategic planning process
The Plan was structured based on a plan organised
by business line in which the activities of BPM
Group are divided according to a scheme that
encompasses all the departments/companies of
the Group.
Governance of this process was entrusted to an ad
hoc Guidance Committee composed of the Parent
Bank’s management, the general Directors of the
companies of the Group and a project team.
The progress of the Plan was monitored not only
by the ad hoc team set up within the Parent Bank
(Strategic Planning), but also by all the corporate
functions, each in relation to its own area of
competence. This phase involves monitoring
activities and entails further evaluation of the
activities in question, possibly leading to review
proposals on such activities.
30
social responsibility report > mission, guiding principles and strategies > strategic plan
The choice of appropriate indicators is particularly
important in monitoring the single strategic
actions, highlighting economic results as well as
qualitative results induced from the action itself.
Process of strategic planning
Defines the guidelines,
validates the intermediate and final results,
guides in strategic decisions.
GUIDING
COMMITTEE
OPM
(Operational Programme Management)
(Strategic Planning)
Acts as the starting
point for the overall status
of works, monitors, identifies
and points out any critical areas.
Analyse the issues
assigned to them
and draw up economic forecasts.
TASKFORCES
Works with the taskforces
to provide specialised advisory
services in the drawing-up of strategic measures.
STRATEGIC
PLANNING
Gives support for the development
of economic forecasts.
OPERATIONAL
CONTROL
MARKETING
Supports taskforces
in processing marketing data.
DRAWING-UP
OF PLAN
IMPLEMENTATION
MONITORING
AND CONTROL
MONITORING
THE STATUS OF WORKS
PRELIMINARY
ACTIVITY
DEFINING
STRATEGIES
AND SINGLE
MEASURES
IDENTIFYING
OBJECTIVES
ANALYSIS
IN DETAIL
COMMUNICATION
DEFINING
THE OPERATIONAL
MASTER PLAN
DEFINING
IMPLEMENTATION
CONTROLS
31
Reporting of the 2004-2006
Strategic Plan
During 2004 the BPM Group drew up a detailed
and ambitious Strategic Plan for the three years
2004-2006 with the primary objective of regaining
efficiency and consolidating profitability as a result
of major revenue growth and targeted measures to
cut operating costs.
These goals have been achieved through a detailed
programme of measures and projects affecting
all functions across the Group; the efficiency
and profitability goals have been achieved
through general improvement in services and the
variety of products offered to Customers, greater
accessibility to and integration of the distribution
channels, rationalisation of operating processes
and organisational structures and refocusing of
the business with regard to the economic sectors
with which the BPM Group has been traditionally
associated.
Objectives of the 2004-2006 Strategic Plan
• Plans for expanding volumes, revenues and Retail
and Corporate customer base
• Targeted expansion of the geographical
and commercial network
• Excellent products and development of marketing
1. Commercial
development
• Optimisation of operating processes and release
of "commercial time"
• Transfer of resources from the centre to the network
• Actions regarding staff turnover and structural
measures relating to payroll costs
• Management of costs
3. Operational
efficiency
Goal for end of 2006**
Cost/Income ratio 61%
ROE* 12.4%
Goal for end of 2006
annual average growth
revenues +7.4%
2. Organisational
set-up
• Concentration/Rationalisation of the Financial
Operations desk and direct channels
(Internet and Phone banking)
• Organisational simplification
• Elimination of overlapping structures within
the Group
4. Risk and capital
management
• Basel 2 project
• Development of instruments and processes
for improving the disbursement and monitoring
of credit
* Adjusted for goodwill and non-recurring items
** Objectives adjusted to apply IAS (originally 65% and 14.9%) and ITGAAP.
32
social responsibility report > mission, guiding principles and strategies > reporting of the 2004-2006 strategic plan
Results achieved
Organisational
Structure
2006*
Revenues
Simplified
2005
RACE Project
New Corporate
Banking Structure
+13.6%
Costs
+12.0%
2004
Reorganisation
of finance area
Closure
of foreign
branches
Cost Income
61.3%
67.7%
+3.4%
Profitability
72.1%
2003
79.3%
6.3%
11.7%
7.5%
Starting point
ROE Adjusted
12.5%
Results achieved during the three-year 2004-2006 Plan
* For the sake of consistent comparison, 2006 figures have been recalculated on a pro forma basis through an integral
consolidation of Bipiemme Vita instead of at equity.
Actions carried out
• Repositioned loan book on Retail and SME
• Reduced concentration of loan book
• Reduced financial assets component
• Opened 33 new sales points
• Increased number of home mortgages
• Implemented RACE project (optimising
the operational processes of branches)
• Launched IT sector project to lower costs
• Launched project to rationalise Back Office area
1. Commercial
development
3. Operational
efficiency
2. Organisational
set-up
4. Risk and capital
management
• Restructured finance area
• Closed foreign branches
• Integrated BDL and launched the integration
of CR Alessandria
• Set up new Corporate Banking organisational
structure
• Implemented Basel 2 project (launched internal
rating project to measure credit and market risks)
• Entered into agreement with Aedes for property
funds
• Sold majority stake in BPM Private Equity
• Entered into bankinsurance agreement with
Fondiaria-SAI
33
2004-2006 Strategic Plan
1
Commercial development
Volumes, revenues and clients1
The measures taken for Retail and Corporate
clientele have resulted in significant growth
in Customer business and revenues, which
exceeded targets thanks especially to the positive
performance of direct deposits and loans.
The positive trend of volumes and margins improved
company profitability and has enabled the Group to
increase its market share (the direct deposit market
share rose from 1.87% at the end of 2004 to 2.04%
in December 2006).
the margin of institutional relationships with credit
companies.
Consider in this sense employees of private
companies who need temporary loans for amounts
that are beyond their current means or pensioners.
Bankinsurance
The agreement reached and concluded in 2006
with Fondiaria-SAI Group, an Italian leader in
bankinsurance activities, has enabled BPM Group
to further consolidate its presence in the life
sector and from 2007 market non-life products. By
integrating banking and insurance systems and
because they are complementary to one another,
BPM will be able to offer its Customers a complete
range of products aimed at satisfying needs that
today’s life conditions render more and more
complex.
Strategic businesses
During the course of the Plan, the BPM Group also
worked on a large project to develop its business
model in order to pursue objectives of qualitative
excellence and product variety, by seeking out
alliances with specialist partners who were market
leaders in complementary spheres to that of
traditional banking. BPM Group’s reorganisation
translated into important company events such
as the conclusion of agreements previously
reached with specialist partners (Pitagora SpA
and Fondiaria–SAI SpA Group) aimed at pursuing
strategic businesses such as Consumer Credit and
Bankinsurance.
Furthermore, the agreement with Fondiaria-SAI
Group will lead to production processes that are
more efficient and to Customer services offered at
competitive prices.
Consumer credit
A first transaction involved a partnership in the
sector of financing against salary assignments
between BPM Group and Pitagora 1936 SpA, a
leader in the sector.
The transaction was carried out together with the
closed-end fund “Wisequity II & Macchine Italia”
managed by its subsidiary Wise Venture Sgr.
Through this partnership, BPM Group will have the
opportunity to strengthen its offering in the credit
consumer sector and, in the light of recent law
changes, reach client segments that before were at
Customer business and Clientele*
2004
2006
Objective 2006
Strategic Plan
Direct and indirect deposits
Euro
53 bn
Euro
60.5 bn
Euro
Loans
Euro
20 bn
Euro
24.5 bn
Customer business
Euro
73 bn
Euro
85 bn
Net interest and other banking income
Euro
1,417 mn
Euro
1,794 mn
60 bn
14%
Euro
23 bn
23%
Euro
83 bn
16%
Euro
1,723 mn
27%
* Management reporting figures.
34
% change
2004-2006
Expansion of the geographical and commercial
network2
In the three-year period the Group continued to
open new branches in keeping with its policy
of making proximity to the Customer one of its
fundamental drivers of growth. The programme
of new openings mostly referred to BPM, in its
traditional areas (province of Milan, Rome and
Bari) and in places where citizens and businesses
meet (Viale Bezzi Service Centre with the recent
opening of a pilot branch with a self-service area
and the Lombard airport system with the opening
of the second Malpensa agency). All branches
opened in 2006 strive to realise the R.A.C.E. project
(Reengineerig and Commercial Excellence) – a
new commercial model of the retail network – in
order to improve their relations with Customers
(with new window displays and internal layouts)
and reengineer their internal processes so that
personnel working in the branches and the head
office can reduce their paperwork and focus more
on their relationship with clients.
Under the new commercial model R.A.C.E., selfservice areas will be installed and new spaces will
be created so that clients can autonomously and
freely manage their time and transactions.
The geographical distribution of ATMs has also been
extended, making them more accessible (including
for the disabled), while use of the on-line channel
has grown significantly.
1
More detailed information can be found in the section entitled
“Key financial highlights” forming part of the Economic Report.
2
Detailed information on the development of the geographical
and commercial network can be found in the section entitled
“Stakeholders- Customers” forming part of the Social Policies
Report.
35
2
3
Organisational Structure
Operating efficiency
Rationalisation of the Financial Operations desk
and direct marketing channels (Internet and Phone
banking)
2005 marked the conclusion of the reorganisation
of BPM Group’s Financial Operations desk. The
foreign branches in London and New York were no
longer operational and in 2006 were definitively
closed. BPM Group’s presence abroad is guaranteed
through BPM Ireland, Akros Securities (U.S.), and
the operations desks in Paris and Barcelona, as
well as through the commercial correspondence
agreements in force with the groups Crédit Industriel
et Commercial, Caixa and Raiffeisen Mein Bank.
As for the rationalisation of direct channels (Internet
and Phone banking), all the activities concerning
the Group’s virtual bank have been concentrated
under We@Service S.p.A. which develops them in
commercial, advisory and IT terms.
Optimisation of operating processes
The process of improving efficiency includes the
measures to centralise and rationalise the central
back offices, which have freed up “commercial
time” for branch personnel, thus ensuring better
Customer service.
The measures designed to make operating
processes more efficient have helped recover
more resources than expected in the Plan; in fact,
the measures adopted have helped recover the
equivalent of around 100 staff.
Semplificazione organizzativa ed eliminazione di
strutture sovrapposte all’interno del Gruppo
L’evoluzione dell’Area Finanza del Gruppo ha reso più
efficace il presidio centralizzato dei rischi finanziari
ed ha portato alla realizzazione delle necessarie
modifiche dei processi organizzativi.
Management of costs
The management and control of costs have
allowed the BPM Group to meet the targets set in
the Strategic Plan. With regard to administrative
expenses, these exceeded the plan’s final target for
2006 despite the costs for completing the Viale Bezzi
Service Centre.
Evolution of turnover
The aforementioned operating rationalisation
measures have resulted in significant changes
within the personnel structure: There were 8,277
employees at the end of 2006, which was 228 fewer
than at the start of the planning period.
Le logiche sottostanti al processo di riorganizzazione
sono riconducibili:
• elimination of operational overlaps within the
Group;
• allocation of functions by centre of specialisation;
• redefinition of internal checks for market risks.
Operating efficiency*
2006
Group administrative expenses
2005
2004
(without IAS 32-39)
Objective 2006
Strategic Plan
320.0
291.6
289.6
290.5
Payroll costs
691.1
656.8
626.2
624.0
Lightning of Group headcount **
8.277
8.336
8.505
8.296
Cost/Income
61.3%
67.7%
72.1%
61.0%
ROE adjusted
12.5%
11.7%
7.5%
12.4%
* Management reporting figures prepared under IAS
** Figures do not include Bipiemme Vita and Ultramediass
36
4
Risk and Capital Management
Between 2004 and 2006 BPM Group devoted
particular attention to assessing and managing
risks, in the knowledge that their careful controls
within the ambit of their core business would be
vital for steady growth.
In particular, top management took steps to:
– invest adequate resources in risk controls;
– create unity in terms of strategy, coordination and
control by centralising strategic decisions on risk
management;
– pursue and obtain full awareness of total risk
profiles through analytic assessments of the risks
incurred in the business areas and by the single
subsidiaries;
– use a system to limit risk exposure, managed and
maintained by the Parent Bank for the business
areas and subsidiaries based on the type of risk.
The above measures were taken through the
following actions:
• Basel 2: BPM Group has officially decided to
employ an internal rating system to determine
creditworthiness.
The internal rating models developed by the Bank
are specialised according to type of clientele in
order to take into account specific size. Attention
is also given to “qualitative” data. In this way,
BPM Group’s “local bank” image is strengthened,
an image that it already promotes through its
commercial activity, and value is given in the rating
system to data that can be collected and interpreted
thanks to the Group’s local presence.
• Financial risks: with the goal of improving the
quality of risk-measuring systems, BPM has decided
to request formal approval from the Supervisory
Authority of the systems already in use.
• Operating risks: BPM has launched and started to
implement a project to improve the way it manages
operating risks, implementation which became
necessary due to the progressive complexity of the
“operating machine”.
37
From the 2004-2006 Strategic Plan
to the 2007-2009 Strategic Plan
The success of the 2004-2006 Plan has led BPM to draw up a 2007–2009 Strategic
Plan that, like the one before it, seeks to render the operating machine more
efficient, but, unlike its predecessor, is more focused on ambitious profitability and
efficiency objectives in terms of its commercial operations in order to ensure BPM
Group as a competitive player in the current banking scene.
Evolution of the activities of the 2004-2006/2007-2009 Strategic Plans
2007-2009
STRATEGIC PLAN
ACTIVITIES
• 100 Activities
• of which 15 reconfirmed
from the previous Plan
15 activities reconfirmed
in the new Plan
2004-2006
STRATEGIC PLAN
• 11 Areas of implementation
• 60 Activities
01/01/2004
31/12/2006
31/12/2009
Improve profitability
by increasing volume per sector
and making commercial operations more
effective and cost structures
more efficient.
Increase results and profitability
by improving productivity, rationalising
organisation and
stabilising cost structures.
38
social responsibility report > mission, guiding principles and strategies > from the 2004-2006 to the 2007-2009 strategic plan
The 2007-2009 Strategic Plan takes up from where
the 2004-2006 Plan left off by:
• consolidating the lines of strategy identified in the
previous 2004-2006 Plan;
• completing the commercial and organisational
measures previously approved and in progress;
• developing new initiatives and measures aimed at
further reducing structural gaps by planning related
investments and the actions connected thereto.
The three pillars for development for BPM Group in 2007-2009
1.
Development of BPM
Customer Base
• Higher volumes and
more Customers,
leveraging the Retail and
Small Business segment
• Expanding sales
network and channels
2.
Higher productivity
and profitability
3.
• Improving profitability
and risk profile of
Corporate and
Investment Banking
Better operational
efficiency
• Completing
restructuring started
in recent years
• Developing selective
• Launching new
loan strategies
products
• Optimising risk
profiles, human capital
and capital allocation
• Controlling new
attractive segments
Innovative actions
on a mediumlong-term horizon
Focus on performance
and revenues
Commercial Banking
Wealth Management
Corporate Banking
Investment Banking
• Optimising operational
ROE 16.1%
processes and ICT
systems
Structural
measures with
long-term benefits
Net profit
CAGR 14.3%
Corporate Center
Pay-out
Around 50%
Main objectives of 2007 - 2009 Strategic Plan
2006
2009 SP1
CAGR 06-092
25,340
38,640
24,517
88,497
33,383
45,298
31,993
102,220
9.6%
5.2%
9.3%
4.8%
1,765
–1,070
695
302
2,035
–1,129
906
443
4.9%
1.8%
9.2%
13.6%
(Millions of Euros)
Direct deposits
Indirect deposits
Loans
Total Customer business
(Millions of Euros)
Operating income
Operating costs
Operating results
Net profit for the year*
DELTA 06-09
Cost Income
Roe Adjusted*
EPS*
Tier 1 (Annual average)**
EVA*
60.6%
12.5%
0.73
7.1%
147
55.5%
16.1%
1.07
7.7%
213
5.1
3.6
0.34
0.6
66
*2006 figures have been adjusted by excluding non-recurrent items. **2009 figures have been calculated taking into account the full application of Basel 2
1
2
S.P. Strategic Plan Objective
CAGR Compound annual growth rate
39
1
Development of BPM
Customer base
MAIN INITIATIVES FOR 2007-2009
Branch plan
Strengthen geographical presence, especially in the
business market in the Bank’s traditional territorial
roots, with the opening of 50 new branches.
Overall renovation plan
of the branch network
The Plan envisages significant renovation to the
internal layout of BPM Group branches and all the
window displays.
The new layout will make the areas more
comfortable for Customers.
The new window displays will showcase an image of
the Bank that is clear and easily distinguishable as
well as convey reliability and transparency so that
the Group’s long-standing institutional/relationship
values can emerge and be recognisable. By the end
of 2008, all 700 of the Group’s branches will change
the overall look of their window displays.
New windows - daytime
New windows - nighttime
• Branch plan
• BPM credit point
• New branch layout (internal/external)
• Development of Customer relations
• Direct channels
• Self-service
• Telesales
• Network of loan brokers
• Network of consultants
Distribution
R.A.C.E.1
& CRM2
Customers
• Direct issue of credit cards
• Salary assignments
• Life bankinsurance
• Non-life bankinsurance
• Leasing
• Derivatives rates and exchange (sales)
• Hedge funds
Products
• Loyalty program 2
• Emerging segments (young couples,
immigrants and atypical workers)
• Private Banking
1
2
40
R.A.C.E. – Reengineering and Commercial Excellence
CRM – Customer Relationship Management
social responsibility report > mission, guiding principles and strategies > 2007-2009 strategic plan
Credit Point
BPM plans to establish a network of Credit Points
operating in conjunction with branches that is
specialised in household credit (eg, mortgages,
personal loans, salary assignments, revolving
and non-revolving credit cards) and employs an
innovative format that is more flexible and costeffective.
Credit card issuance
This project seeks to redefine the role of BPM from
distributor to issuer of its own credit products.
In this way, BPM would have the opportunity
to establish a direct and efficient relationship
with cardholders, while at the same time cutting
management costs for the benefit of both BPM and
the Customer.
Development and attention to new Customer
segments (young couples, atypical workers and
immigrants)
Because of the economic hardships and deep
cultural differences that characterise this type of
Customer, attention must focus on their constantly
evolving lifestyles and highly segmented consumer
behaviour. At the end of 2005, there were 2 million
young couples, approximately 3 million atypical
workers (17% residing in Lombardy) and 2.8 million
immigrants in Italy.
In the light of this data, BPM Group proposes to
guarantee a comprehensive offering that responds
to the needs of this target Customer, and to this
end:
• increase the immigrant Customer base for which
BPM plans to devote multimedia corners within
its branches, increase the number of agreements
with ethnic/trade associations and telephone
companies, and employ native speakers to work in
branches and call centres;
• make more mortgages available to atypical
workers and young couples with special plafonds
and flexible repayment methods.
Consumer credit
BPM Group plans to complete its consumer credit
offering through a partnership with Pitagora 1936
to issue products and services linked to salary
Instruments supporting the 2007-2009 Strategic Plan: R.A.C.E. and CRM Project
The Plan will be backed by important commercial management instruments such as R.A.C.E. and CRM.
R.A.C.E. is a commercial model aimed at improving Customer service and results for the Bank.
CRM (Customer Relationship Management) is a tool used to identify the qualitative and behavioural traits of Customers.
P
R
O
C
E
S
S
E
S
• Segmentation of Customers and changes/redesign of portfolio
(one manager per Customer)
• New Front End organisation model
• Final commercial plans at branch level
• Structured and measurable sales processes
• Redesign of operational processes with low added value
for activity rationalisation (release of time for resources)
• Motivational leverages
• New internal layout
RACE and CRM
objectives
Cutting
Staff
Defection Rate
R.A.C.E
&
CRM
I
N
S
T
R
U
M
E
N
T
S
• Renewed platform
• Individuals
• Creation of CRM instruments to support the RACE project
• Changes to indicators: churn, potential products, risk level
Increasing
Overall Cross
Selling
• Analysis
of Customers
financial position
• Changes to and evolution of current platform
• Companies
• Optimisation of interface for companies
• Integrated segmentation of potential commercial/risk
• Prescreening of potential customers and preresolution of contact management system
41
assignments and other products and services
marketed by BPM through the Pitagora network.
Wider use of direct channels
The Plan proposes to increase the use of Internet
Banking by:
• widening the offer of on-line products (eg,
personal loans, virtual bank accounts for Small
Business);
• implementing innovative projects (eg, new access
methods, electronic invoicing).
Bankinsurance
BPM Group plans to offer non-life products through
its collaboration with Fondiaria–SAI to render the
bank-insurance offering more complementary
and integrative (eg, family protection products
– home insurance, head of family insurance, legal
assistance – and auto insurance).
Main bank project
Over time, BPM has become deeply rooted in Italy’s
entrepreneurial fabric, especially in the area of
Lombardy where it has been historically present.
Thanks to BPM’s historical presence and attention
to the needs of entrepreneurs over time it has
recorded above-average increases in loans, while at
the same time ensuring a level of risk that is among
the lowest on the market.
It is starting from these relationships forged over
the years that the Group’s banks aim to strengthen
their positioning and offer themselves as reference
partners to satisfy the financial needs of companies.
Loyalty Programme
This programme rewards Customers’ loyalty to BPM
products and services with collectable points.
Addition of Customer relations resources
BPM Group will add 80 professionals (between
developers and financial brokers) to its network
with the task of focusing on the Retail segment and
the SME and Small Business market to enhance
Customer relations.
CHIEDI DI PIÙ ALLA TUA BANCA E RICEVI UN MONDO DI PUNTI.
Scopri la facilità di regalarti tanti premi esclusivi.
PREPARATI A UN NUOVO PUNTO DI VISTA.
FOTOCAMERA DIGITALE.
42
CHIEDI DI PIÙ ALLA TUA BANCA E RICEVI UN MONDO DI PUNTI.
Scopri la facilità di regalarti tanti premi esclusivi.
PREPARATI A UN NUOVO PUNTO DI VISTA.
SERVIZIO POSATE.
social responsibility report > mission, guiding principles and strategies > 2007-2009 strategic plan
2
3
Greater productivity
and profitability
Lines of strategy for development of
Risk and Capital Management
The Plan seeks to improve risk levels and optimise
capital absorption.
The Group plans to strengthen its credit policy by:
• strictly applying and carefully monitoring internal
management restrictions;
• developing operations with Private, Small
Business and SMEs;
• limiting the level of concentration of the loan
portfolio.
By fully applying the new Basel 2 prudential rules,
BPM will have the opportunity to base its business
Customer relations on more transparent and stable
foundations.
Lastly, by making its regulatory capital more
efficient, BPM can narrow the gap between capital
invested by shareholders (net equity) and capital
allocated to business lines.
Improve operating
efficiency
In terms of its internal processes, BPM will continue
to regain efficiency, as already developed in the
previous Plan.
Rationalisation of the operational mechanism
Organisational
measures
• Render the central functions and
commercial network more efficient.
• Optimise property management.
• Consolidate and complete
IT sector restructuring measures.
ICT
Administrative
costs
Investments
• Cut unit purchase costs
and consumption of all Group
companies by:
– making the Group's Procurement
Department fully operational;
– consolidating cost managment
practises initiatied during
the previous plan.
• Restore investment balance through
progressive action ranging
from measures aimed at supporting
the operational mechanism
to investments geared towards
developing commercial relations.
Planned Activities
The 2007-2009 Strategic Plan envisages approximately 100 activities, divided up by business line
(commercial banking, corporate banking, investment banking, wealth management, IT and
Corporate Centre) and involving all of the companies of the Group.
LE ATTIVITÀ MESSE A PIANO
Information Technology (9)
Corporate Center (16)
Wealth Management (2)
Investment Banking (12)
Commercial Banking (55)
Corporate Banking (8)
43
BPM Group Identity
Governance
The Parent Bank’s system
of co-operative
governance
Governance, in its widest sense, relates not only
to the system of rules governing relationships
between shareholders, Directors, management
and other stakeholders, but also to the set of laws,
market rules and methods of governance and
management that allow the business to attract
capital and to create an efficient, effective and
profitable business.
Governance of Co-operative Banks
The applicability of the company law reforms
to co-operative banks1 and specifically the new
rules on co-operatives,2 confirms the membership
of such banks in the diverse “family” of cooperative institutes, including those that are not
“predominantly mutualistic”.3
In this way co-operative banks not only retain the
principal structural and functional characteristics of
co-operative entities, but they also offer a unique
model of mutuality at the service of their Members,
in support of the local economies of the areas in
which they operate (providing particular access
to credit for individual Customers and SMEs) and
through their original “democratic” method of
governance based on the equality of their Members.
This equality includes the following features:
• each shareholder-member is entitled to a single
vote, regardless of the number of shares held
(one-man-one-vote);
• no one may hold more than 0.50% of share capital
(shareholding threshold), with the exception
of undertakings for collective investment in
transferable assets;
• there must be at least two hundred members;
• any earnings not allocated to the legal reserve,
other reserves, or other purposes specified in
the articles of association or not distributed to
members, are allocated to charity or activities of
social benefit;
• resolutions by the Board of Directors to approve
or reject applications by shareholders for admission
to membership must be taken bearing in mind the
company’s interests, the rules embodied in the
articles of association and the spirit of the
co-operative principle (approval clause).
Members are therefore those who not only own
shares but have also been approved by the Board
of Directors and so have been entered into the
Register of Members, thereby becoming entitled
to participate and vote in general meetings. Such a
right is not granted to Shareholders, who can only
exercise ownership rights.
1
As established by Decree 310/04
Within the limits specified in the special rule set out in new article
150bis of the Banking Act
3
In other words, the legislator allows the possibility of creating, within
the standard co-operative model, corporate entities in which - like
co- operative banks - the mutualistic purpose may co-exist, in compliance with the co-operative governance model, with a profit-seeking
purpose, as reflected in the possibility of distributing the full amount
of earnings, the grant of rights over the assets to shareholders who
are not Members, and the favour accorded to institutional investors in
the matter of share ownership limits.
2
46
social responsibility report > group identity > governance
The co-operative banking model’s one-man-onevote system and restrictions on share ownership
preventing the formation of pre-established
controlling syndicates fosters the presence of
independent Directors on the Board of Directors
and its committees and is also the reason, since
each Member has equal status, for the active
participation in decisions taken in general meetings.
Governance of Banca Popolare di Milano
As part of the reconfirmed validity of the cooperative model, Banca Popolare di Milano has
undertaken an extensive remodelling of its internal
governance system in recent years with the purpose
of optimising the rules of procedure and operation
of its governing and supervisory bodies on the
basis of greater efficiency and representation of its
members.
BPM’s current model of governance is based on the
following principles and goals:
• to foster the representativeness of the general
meeting and the corporate bodies, through the
defence of minority groupings and the presence of
their representatives on corporate bodies;
• to ensure the independence and professionalism
of members of the Board of Directors and the
transparency of their decisions, these goals also
being behind the Bank’s adoption of the best
practice rules contained in the Code of Conduct for
Listed Companies (with the implementation of the
new edition of March 2006);
• to ensure effective rules of procedure and
suitable controls over roles and responsibilities,
through constant evaluation of the organisation
and efficiency of board committees (to which,
in accordance with the aforementioned Code
of Conduct, a special annual meeting is now
dedicated);
• to make subsidiary companies aware of their
responsibility for the specific mission concerning
clear, transparent rules, promoting their
appreciation and efficiency as part of a Group-wide
strategic policy;
• to encourage the holding of shares by employees
in order to maximise participation;
• to encourage shareholders to become members of
the co-operative in order to foster their participation
in its operation and decisions, also ensuring greater
protection of their interests.
Governance thus conceived makes it possible
to achieve a harmonious balance between the
interests of Members/Shareholders, Customers
and Personnel.
These interests, which in the long run find their
natural reflection in the achievement of the Bank’s
mission to the benefit of all the stakeholders, are
protected in the short term by the transparency
and efficiency of operations, guaranteed by the
independence and professionalism of the Board
of Directors and management.
47
governing and supervisory bodies
shareholders’ meeting
arbitration
committee
board of
directors
3 acting memebers and
2 alternate members
This performs supervisory
activities, taking part in all
meetings of the Board of
Directors and Executive
Committee and, in the person
of the Chairman or one of his
nominees, meetings of the
Internal Control Committee.
Members of the Board of
Statutory Auditors may attend
Supervisory Committee
meetings.
board
of statutory
auditors
20 directors, including the chairman,
2 deputy chairmen and one director entrusted
with ensuring that the internal control system is functional
(as provided for in the new code of conduct)
5 acting members and
4 alternate members
executive committee
7 members, including the Chairman
and two Deputy Chairmen
Board Financing
Committee
key:
9 memebers, including the Chairman
and two Deputy Chairmen
5 memebers (who do not sit on the
Executive Committee)
supervisory
governing
Remuneration Committee
Members Relaions’ Commission
6 memebers (of whom 4 do not sit on the
Internal Control Committee
6 memebers (of whom 5 do not sit on the
(Decree 231/01)
4 memebers including the Technical and
Operating Controls Manager
This assists the Board
of Directors in setting guidelines
for the system of internal
controls and periodically checks
the adequacy thereof
In accordance with Decree 231/01
this committee evaluates the
adequancy of the organisational,
operational and control models
and of the COde of Ethics and
monitors their operation and
observance
general management
Policy guidelines
Improvement
of work programmes
Oversees the process
of evaluating credit,
market and operational risks
(measurement of exposure
to risk, review of scenarios)
risk
management
48
State-of-the-art
system of control
management of
internal auditing
General audits
Specific audits
Follow-up work
Monitoring
Reporting of anomalies
Verifies
limits
individual
departments
Results of reviews
performed
Individuals departments and the networks carry
out specific controls on direct activities through
duly documented monitoring procedures (line controls)
Is not bound
to any operational
function and reports
directly to the BoD.
Report on line controls
Reporting of anomalies
netwotks
General Meetings
General meetings represent all the Bank’s
Members and its conduct is governed by the law,
the articles of association, the Regulations for
General Meetings and, unless otherwise provided,
by the Chairman.
General meeting may be attended by Members
listed in the Register of Members, in the manner
and terms stated in the articles of association, as
well as by the Directors, members of the Board
of Statutory Auditors and members of senior
management.
General meetings can be attended, without
any right to speak or to vote, by professionals,
consultants, experts, financial analysts, qualified
journalists and persons other than Members, if
expressly authorised by the Board of Directors or
by the meeting’s Chairman.
Regulations for General Meetings
Their purpose is to provide a full set of functional
rules for governing the proceedings of general
meetings, a key event in the corporate life of a
co-operative bank with widely-held shares.
These Regulations provide rules relating to:
• the procedures and conditions for taking part in
general meetings;
• the powers of the Chairman for running such
meetings;
• how ballot papers should be arranged, how
voting should take place and how votes should be
counted.
List voting system
BPM encourages the presence of the various
member groups on the Board of Directors and
Board of Statutory Auditors and their aggregation
into associations representing like interests,
with a view to the Bank’s general interest and
in compliance with the co-operative model. The
adoption of the list voting system for appointing
Directors since the general meeting of April 2003
– now compulsory for listed companies 1 – has
given “minority members” a more direct say in the
running of the Bank, making its governing body
more representative and respected by the general
body of Shareholders.
Single ballot for the appointment of the entire
Board of Directors
1
Based on new article 147-ter of Decree 58/98, as amended by
Law 262/05 (known as the “Investment protection law”) and
subsequently by Legislative Decree no. 303/06 (the so-called
“Corrective Decree”)
As a result of adopting the “list voting system” in
the general meeting of April 2003, it has become
more appropriate to re-elect the entire Board
of Directors in a single ballot (unlike the former
system which involved at least two ballots), in order
49
to ensure balance between the different member
groupings and to provide the Bank with a stable,
cohesive governing body for the entire three-year
term.
The mechanism of list voting involves:
• the presentation of the lists of candidates by a group of not
less than 300 shareholders who have been included in the
Register of Members for at least 90 days, and who have a
Membership review
The Bank’s membership is reviewed through a
detailed examination of the entries contained in
the Register of Members and the cancellation of all
those names who no longer own the Bank’s shares.
The purpose is to provide Members and the market
with correct information about the actual size of
membership; this is also needed for the purposes
of determining the quorum for the meeting’s valid
formation and the quorum required for passing valid
resolutions set out in the articles of association.
right to attend and vote at the general meeting;
• a fixed number of Directors nominated by the majority
members (16) and by any “minority” groups (up to 4 in total);
• the replacement of Directors, if necessary, during the
course of their three-year term in office maintaining - where
possible - the proportion between the majority and any
“minorities” as indicated above;
• the introduction of a “representative quorum” for lists
General resolution concerning management of
relationshipswith Members
This resolution defines the requirements and
procedures for admitting the candidate as a
Member, who must own at least 100 shares as a
guarantee of their effective interest in taking part in
the co-operative and provide a statement that they
are committed to retaining these shares over time.
This resolution also establishes the requirements
and procedures for cancelling membership and the
criteria for maintaining the Register of Members and
the Register of Shareholders
(see the subsequent section on “Members and
Shareholders”).
50
obtaining at least 150 f the votes validly expressed at the
general meeting (lists obtaining less than this minimum
threshold are not taken into consideration for the purposes
of board appointments);
• appointment of the Chairman and the two Deputy
Chairmen, respectively, in the same order as the first three
candidates shown on the list voted by the majority.
General Meeting held in 2006
Reappointment of the Board of Directors
Members – 54,478 (53.32%)
The general meeting of 6 May 2006
elected the new Board of Directors
using the list voting system, which
confirmed four directors as
representatives of "minority lists"
out of the total number of twenty.
Shareholders – 47,691 (46.68%)
Lists Represented on the Board
of Directors
The Articles of Association have
allowed groupings of members to
transform themselves into
associations.
Friends of BPM Association
16 directors of whom one
representing the Partner C.I.C. Credit Mutuel Group and one
Fondazione Cassa di Risparmio di
Alessandria.
membership analysis
Other Members – 39,438 (72.39%)
Institutional Investor Members – 6 (0.01%)
Together for BPM Association
2 directors
Partner Members* - 7 (0.01%)
Non-BPM Staff Members
Committee
2 directors
Large Shareholder Members – 27 (0.05%)
Associations** - 15,000 (27.53%)
analysis of the 5,267 votes placed
List 3 - Friends of BPM Association - 2,160 (41.03%)
List 1 - Together for BPM Association - 1,605 (30.47%)
List 2 - Non-BPM Staff Members Committee - 1,421 (26.98%)
Blank ballots - 61 (1.15%)
Void ballots - 20 (0.37%)
* Partner Members: Fondazione Cassa di Risparmio di Alessandria and C.I.C. - Credit Mutuel Group – with whom there
are agreements which, amongst other things, make provision for involvement in the corporate bodies.
** Figures reported in declarations by the individual Member Associations.
List - Association
Votes gained
% voters
List 3 - Friends of BPM
2,160
41.03
16
List 1 - Together for BPM
1,605
30.47
2
1,421
26.98
2
81 (20+61)
1.52
List 2 - Non-BPM staff members
committee
Null and blank
Directors
51
Board
of Directors
The Bank’s Board of Directors consists of a
Chairman, two Deputy Chairmen and seventeen
Directors, all of whom are members of the Bank
in accordance with article 32 of the articles of
association.
The Board is invested with powers of ordinary and
extraordinary administration and it usually meets
once a month.
It is called by the Chairman, who presents a
specific, detailed agenda at least one week
before the meeting, except in the case of more
urgent meetings. The members of the Board of
Directors and of the Board of Statutory Auditors are
normally sent in advance all of the documentation
and information needed to give them adequate
background knowledge of the matters being
discussed at board meetings.
As a result of the voting at the general meeting
in May 2006, four representatives of minority
members were elected to the Board out of a total
number of twenty.
Executivity and Independence
Following the adoption of the new Code of Conduct
for Listed Companies (March 2006 edition), the
Bank’s Board of Director’s met on 6 February 2007
to evaluate both the level of executivity (as per
Article 2.C.1 of the Code) and independence (as per
Article 3 of the Code) of Directors.
The results of the evaluation revealed that based
on the criteria set out in the Code of Conduct,
two out of the twenty Directors were “executive”
and therefore not independent (in particular the
Chairman of the Board of Directors and the new
Director charged with overseeing the functionality
of the internal control system), nine were nonindependent Directors in other areas (more
specifically, they are important representatives
of strategic subsidiaries or have held their office
for more than nine years) and the remaining nine
Directors were independent in the sense that:
• they do not control the Bank either directly or
indirectly or even through subsidiaries, fiduciary
companies or interposition of persons, nor can
they exercise significant control or influence over
the Bank; furthermore, they cannot participate in
shareholders’ agreements in which one or more
parties exercises control or a significant influence
over the Bank;
• they are not, nor have been in the past three
financial years, influential members of the
Bank, any of its strategic subsidiaries or jointlycontrolled companies, or of companies or entities
that, together with others through shareholding
agreements, control the Bank or have a significant
influence over the same;
52
• they do not have, now or in the previous financial
year, a directly or indirectly significant commercial,
financial or professional influence over (eg,
through subsidiaries or companies of which they
are influential representatives or as partners of a
professional or consultancy firm):
– the Bank, its subsidiaries or any of its influential
representatives;
– any party that, even together with others through
a shareholders’ agreement, controls the Bank or, if a
company or entity, over influential representatives,
in other words are not nor have been in the last
three financial years employees of any of the above
parties.
• they do not receive and in the past three
financial years have not received from the Bank
or its subsidiary or parent company substantial
remuneration in addition to the “fixed” nonexecutive Directors’ fee, including participation in
incentive plans linked to company performance,
even through shareholdings;
• they have not been Directors of the Bank for more
than nine years in the last twelve years;
• they are not executive Directors for another
company in which an executive Director of the Bank
holds an office as Director;
• they are not members or Directors of a company
or entity belonging to the network of the audit firm
entrusted with auditing the Bank’s accounts;
• they are not directly related to a person in one of
the aforementioned conditions.
been helped by its traditional roots in the retail
and small and medium enterprise segments, which
represent its most numerous class of shareholder.
In this sense even the major strategic partnerships
entered into in recent years (specifically the
admission to membership of Crédit Industriel et
Commercial and Fondazione Cassa di Risparmio di
Alessandria) are strictly in the banking and financial
sector and are directly geared to developing the
Bank both nationally and internationally.
It should also be stressed that no member of
“big industry” has an interest in BPM’s share
capital and so does not have any influence over its
lending “philosophy”, or over company policy in
general. Similarly, none of the current Directors is a
representative of “big industry”.
All the Directors are committed to exclusively
pursuing the interests of the Bank regardless of
those who put them up as candidates.
Experience and integrity
All the Directors meet the requirements of
experience and integrity demanded by the special
rules and regulations for the banking sector. The
experience of the Directors is also witnessed by the
professionalism, expertise and diligence displayed
when participating at board meetings.
Bank and industry separation and absence of
conflict of interests
The issues of Directors’ experience and
independence are linked to the delicate topic of
the relationship between banks and industry and
the consequent potential conflict of interests. The
restriction on share ownership in cooperative banks
- which prevents the formation of pre-established
controlling majorities - is on its own a guarantee
that bank/industry separation is maintained.
Banca Popolare di Milano has always paid the
utmost attention to this subject, in which it has
53
The complete list of current Directors appointed in a single ballot by the general meeting held on 6 May 2006 is reported
below, along with details of the board committees on which each sits and of other Directorships/corporate positions held.
Roberto Mazzotta
Chairman
Member of the Committees: Executive, Financing
Director of Sogepar S.p.A.
Director of Crédit Industriel et Commercial
Director of Aedes S.p.A.
Director of Metalfin UK
Director of Carmiano SS.
Mario Artali
Deputy Chairman
Deputy Chairman of Banca Akros S.p.A.
Chairman of Wise Venture SGR S.p.A.
Chairman of Sigma Tau America S.A.
Director of Sigma Tau Finanziaria S.p.A.
Deputy Chairman Sigma Tau Industrie Farmaceutiche
Riunite S.p.A.
Chairman of Sigma Tau International SA.
Director of Sigma Tau Europe SA.
Director of Sigma Tau Healthscience S.p.A.
Chairman Sigma Tau Sudan Ltd.
Director of Tecnogen S.p.A.
Director of Biofutura Pharma S.p.A.
Director of Biosint S.p.A.
Director of Avantgarde S.p.A.
Director of Prassis S.p.A.
Marco Vitale
Deputy Chairman
Chairman of Bipiemme Gestioni SGR S.p.A.
Director of Etica SGR S.p.A.
Chairman of Same Deutz Fahr Italia S.p.A.
Director of Same Deutz Fahr S.p.A.
Director of A.S.M. Brescia S.p.A.
Director of Recordati Industria Chimica e Farmaceutica
S.p.A.
Director of Ermenegildo Zegna HoldItalia S.p.A.
Director of Pictet International Capital Management
Director of Pictet & C. SIM S.p.A.
Chairman of Vincenzo Zucchi S.p.A.
Member of the Supervisory Board Deutz AG – KOLN
Director of Snaidero R. S.p.A.
Director of LU-VE S.p.A.
Director of Smeg S.p.A.
Chairman of Consiglio di Sorveglianza Mid Industry
Capital S.p.A.
(1) Secretary to the Board of Directors
(2) Representing a “minority” (“Together for BPM” list )
(3) Representing a “minority” (“Non-BPM Staff Members
Committee” list)
N.B. The list representing the majority is known as
Friends of BPM.
54
Enrico Airaghi
Director
Member of the Committees: Executive, Internal
Control, Members’ Relations
Luca Caniato (2)
Director
Member of the Committees: Remuneration
General Representative of Koelliker S.p.A.
Executive Deputy Chairman and Managing Director of Koelliker
Multimedia s.r.l. – Executive Deputy Chairman and Managing
Director of M.M. Automobili Italia S.p.A. – Executive Deputy
Chairman and Managing Director of Hyundai Automobili
Italia Importazioni S.p.A. – Executive Deputy Chairman of
Kia Motors Italia S.p.A. – Executive Deputy Chairman and
Managing Director of Symi S.p.A. – Executive Deputy Chairman
and Managing Director of Koelliker Gestioni S.p.A. – Executive
Deputy Chairman and Managing Director of Koelliker Handling
S.p.A. – Chairman of Autotrade and Logistics S.p.A. – Chairman
of Ski Area Valchiavenna S.p.A. – Chairman of Koelliker
Automobili Torino s.r.l. – Chairman of Koelliker Automobili
Padova s.r.l. – Chairman of Koelliker Automobili Roma s.r.l.
Emilio Castelnuovo (1)
Director
Member of the Committees: Executive,
Financing, Remuneration
Director of Bipiemme Immobili S.p.A.
Giuseppe Coppini
Director
Member of the Committees:
Financing, Members’ Relations
Deputy Chairman of Banca di Legnano S.p.A.
Director of Nordest Banca S.p.A.
Director of Cassa di Risparmio di Asti S.p.A.
Enrico Corali
Director
Member of the Committees: Financing
Chairman of BAS-Servizi Idrici Integrati S.p.A.
Director of Multiservizi Nord Milano S.p.A.
Director of Trescore Infrastrutture S.r.l.
Rocco Corigliano
Director
Chairman of Banca di Legnano S.p.A.
Director of Vega Finanziaria S.p.A.
Chairman of Bipiemme Vita S.p.A.
Eugenio Crosta
Director
Member of the Committees:
Remuneration, Internal Control
Director of Banca di Legnano S.p.A.
Director of Bipiemme Immobili S.p.A.
Roberto Fusilli (3)
Director
Member of the Committees: Financing,
Remuneration, Members’ Relations
Director of Bipiemme Gestioni SGR S.p.A.
Piero Lonardi (3)
Director
Control
Director of Cassa di Risparmio di Alessandria S.p.A.
Director of L’Altra metà s.r.l.
Director of Spinarmony s.r.l.
Director of Siplast s.r.l.
Director of Errepi S.p.A.
Sole Director of Fin-Arco s.r.l.
Sole Director of Cet s.r.l.
Sole Director of Immobiliare Alfredo Mario s.r.l.
Sole Director of Immobiliare Emanuela s.r.l.
Sole Director of La Castagna s.r.l.
Sole Director of M.G. Enterprise s.r.l.
Sole Director of Toscolano s.r.l.
Sole Director of Vismaf s.r.l.
Chairman of the Board of Statutory Auditors of AMSA S.p.A.
Chairman of the Board of Statutory Auditors of AMSA DUE s.r.l.
Chairman of the Board of Statutory Auditors of AMSA TRE s.r.l.
Chairman of the Board of Statutory Auditors of A. De Pedrini S.p.A.
Chairman of the Board of Statutory Auditors of Medicaltraining S.p.A.
Auditor of GUT Edizioni s.r.l.
Auditor of Nitrol Chimica s.r.l.
Maria Martellini
Director
Chairman of Bipiemme Immobili S.p.A.
Deputy Chairman of Banca di Legnano S.p.A.
Director of R.C.S. Pubblicità S.p.A.
Director of R.C.S. Investimenti S.p.A.
Director of Class Editori S.p.A.
Director of Milano Finanza Editori S.p.A.
Director of CUEIM-Consorzio Un.Ec.Ind. e Manageriale
Chairman of the Board of Statutory Auditors of
Italcementi S.p.A.
Michele Motterlini
Director
Member of the Committees: Executive
Managing Director of Cofifast S.r.l.
Gianfranco Pittatore
Director
Director of Banca Akros S.p.A.
Director of Bipiemme Vita S.p.A.
Director of S.I.A.S. Società Iniziative Autostradali e Servizi
S.p.A.
Director of Wise Venture SGR S.p.A.
Chairman of the Board of Statutory Auditors of A.C.E.A.C.R.I. s.r.l.
Chairman of the Board of Statutory Auditors of Lombardi s.r.l.
Director of Soc. Immobiliare Ariosa s.r.l.
Chairman of Palazzo del Governatore s.r.l.
Director of Norman 95 S.p.A.
Director of Palazzo del Monferrato s.r.l.
Marcello Priori
Director
Member of the Committees: Members’ Relations
Deputy Chairman of Bipiemme Gestioni SGR S.p.A.
Chairman of the Board of Statutory Auditors of Etica
SGR S.p.A.
Chairman of the Board of Statutory Auditors of
Carrefour Servizi Finanziari S.p.A.
Director of Monzino S.p.A.
Auditor of Lucchini S.p.A.
Auditor of Reno De Medici S.p.A.
Auditor of Fomas Finanziaria S.p.A.
Auditor of IBI S.p.A.
Jean-Jacques Tamburini
Director
Managing Director and executive committee member
of Credit Industriel et Commercial
Chairman and Managing Director of CIC Société Bordelaise
Chairman of Supervisory Board of CM-CIC Capital Privé
Chairman and Managing Director of CIC Participations SAS
Deputy Chairman of Supervisory Committee of CM-CIC
Asset Management
Director of CIC Investissement
Director of CIC Finance
Director of Banque de Tunisie
Member on the Board of Statutory Auditors of Banque
Marocaine du Commerc Extérieur
Director of CIC Banque CIAL
Director of CIC SNVB
Director of CIC Lyonnaise de Banque
Director of Institut de Participation de l’Ouest (IPO)
Graziano Tarantini
Director
Chairman of Banca Akros S.p.A.
Chairman of Akros Securities Inc.
Director of ESN North America Inc.
Director of Interservice Gestione Partecipazioni S.p.A
Director of Dexia Crediop S.p.A.
Valerio Tavormina
Director
Control, Members’ Relations
Director of Cassa di Risparmio di Asti S.p.A.
Michele Zefferino
Director
Member of the Committees: Internal Control,
Members’ Relations
Director of Cassa di Risparmio di Alessandria S.p.A.
Director of Bipiemme Vita S.p.A.
55
Other Governing
and Supervisory Bodies
Board of Statutory Auditors
Office held
Antonio Ortolani
Marco Baccani
Enrico Castoldi
Emilio Cherubini **
Paolo Troiano *
Salvatore Rino Messina **
Enrico Radice
Giuseppe Zanzottera
Giorgio Zoia *
Chairman
Auditor
Auditor
Auditor
Auditor
Alternate auditor
Alternate auditor
Alternate auditor
Alternate auditor
* Representing a “minority” (“Together for BPM” list )
** Representing a “minority” (“Non-BPM Staff Members Committee”
list)
N.B.: The list representing the majority is the one known as “Friends
of BPM”
56
Further to the reform of the articles of association,
it is now compulsory for all the investigative
and/or proposal-making board committees and
commissions envisaged by the Code of Conduct
for Listed Companies to have the presence of
one Director elected on a minority list (there are
currently two “minority” representatives on the
Internal Control Committee). Similarly, a Director
representing each of the two “minorities” is also
present on the Executive Committee.
The Board of Statutory Auditors consists of a
chairman, four acting auditors and four alternate
auditors, who are elected from among the Bank’s
members. Currently, two acting auditors and
two alternate auditors representing the minority
shareholders serve on the Board.
In implementation of Law no. 262/05, the
extraordinary shareholders’ meeting of 21
April 2007 amended Article 41 of the articles
of association in order to ensure that the next
chairman of the Board of Statutory Auditors will be
one of the acting auditors representing the minority
shareholders, as currently set out in Article 148,
paragraph 2-bis of the Finance Act.
The Board of Statutory Auditors takes part in all
meetings of the Board of Directors and Executive
Committee and the Chairman (or one of the acting
auditors delegated by him) also takes part in
meetings of the Internal Control Committee.
The Board of Statutory Auditors also takes part
in person at meetings of the Board Financing
Committee.
The main duties of this body1 consist of monitoring
compliance with the law and deeds of incorporation,
the observance of correct codes of management
conduct, the adequacy of the company’s
organisational structure (for the aspects falling
under its remit) and the systems of internal and
accounting-administrative control, as well as the
reliability of the latter for correctly representing the
company’s performance. The Board of Statutory
Auditors also controls the way in which the rules
of corporate governance envisaged by codes
of conduct adopted by the Bank are effectively
implemented, and the adequacy of instructions
passed down to subsidiaries.
The complete list of current members of the Board
of Statutory Auditors appointed by the general
meeting held on 6 May 2006 is reported below,
along with details of any nomination by “minority”
lists.
1
See Legislative Decree no. 58/98, as now amended by Law
262/05
Executive Committee
The Executive Committee, formed annually by
resolution of the Board of Directors, currently
consists of seven members, including the Chairman
of the Board of Directors and the two Deputy
Chairmen. This body usually meets once a week
with the participation of the General Manager
and the Board of Statutory Auditors. Executive
Committee resolutions must be passed by
unanimous vote of all of those present; otherwise,
the resolutions are referred to the Board of
Directors for decision.
For the 2006 financial year, the Board of Directors
attributed the following powers and responsibilities
to the Executive Committee:
• to make proposals and identify lines of strategy
and general policy for the Bank and BPM Group and
consequently make the most appropriate decisions,
which are to be submitted for approval to the Board;
• to draw up the draft financial statements, to be
submitted to the Board for approval;
• to examine and express its opinions to the Board
of Directors on hiring plans, company organisation
structures, training programmes, disciplinary
measures that entail more than a two-day
suspension or dismissal;
• to examine the Bank’s budget, specifically
expenses and investments, as well as proposals for
the purchase and sale of real estate and shares;
• to resolve on ordinary expenses and out-of-budget
investments of up to Euro 1.5 million per transaction
and up to an annual limit of 5% of the budget
approved by the Board of Directors;
• to carry out all the resolutions, in performance of
the duties specifically entrusted to the Executive
Committee by the Board of Directors;
• to resolve on all particularly urgent and necessary
actions in cases in which the Board cannot
immediately convene and without prejudice to this
latter’s approval in the first meeting thereafter.
Board Financing Committee
The Board Financing Committee is made up of the
high-ranking members and six Directors appointed
specifically for this purpose by the Board of Directors
and by the General Manager (or one of his nominees).
The Committee primarily decides on credit facilities and
lines that go beyond the authority of the Management
Financing Committee, and those facilities whose
approval by the latter featured a favourable majority but
with dissentions or abstentions (including for conflicts
of interest).
Internal Control Committee Internal Control
Committee
Formed via a resolution of the Board of Directors of
13 November 2001, this Committee in 2006 widened
and better defined its investigative and proposalmaking functions in light of the experience earned
in the last few years and of that contained in the
Code of Conduct for Listed Companies (March 2006
edition).
The Committee’s current functions are as follows:
• to assist the Board of Directors in defining the
lines of action of the internal control system so that
the main risks of the Parent Bank and the Group
companies can be adequately identified, assessed,
managed and monitored, furthermore establishing
the criteria on the basis of which these risks are
deemed compatible with the sound and correct
management of the company;
• to evaluate the work of those in charge of internal
control and the periodical reports of these latter;
• together with the auditors, to evaluate the head of
the Administrative Division of the Parent Bank and
representatives of the Group companies, as well as
identify how to correctly implement the accounting
standards and ensure that they are consistent
in the preparation of the consolidated financial
statements;
• to express opinions on the main business risks
and on how to plan, implement and manage the
internal control system;
• to evaluate the proposals of audit firms seeking
to be entrusted as external auditors as well as the
work plans prepared and the results appearing in
the report and suggestion letter;
• to oversee that the audits are being performed
effectively;
• to evaluate the findings that emerge from the
reports drawn up by Internal Auditing Department
and Internal Control Functions of the Parent Bank
and Group companies;
• to report to the Board of Directors, at least on a
quarterly basis during the approval of the financial
statements and quarterly reports, the activities
carried out and the adequacy of the Group’s system
of internal control;
• to perform any further tasks the Board of Directors
entrusts to it;
• to assist the Board of Directors in defining the
methods for approving and performing transactions
with related parties and transactions in which it is
presumed that there is a direct or indirect conflict of
interest.
After appointing the Director charged with
overseeing the functional effectiveness of the
internal control system, the Committee, when
the Director so requests it, must then express its
opinion on specific aspects that relate to identifying
57
the main business risks as well as to planning,
implementing and managing the internal control
system.
The Committee is currently composed of
five members (all non-executive and mostly
independent, of which two elected in the two
“minority” lists).
The Chairman of the Board of Auditors, or other
statutory Auditor appointed by the same, takes part
in the activities of the Committee.
The General Manager and, even disjointly, in
relation to specific issues, the head of Internal
Auditing Department, the head of Service Risk
Management of the Parent Bank, members of
management of the Parent Bank and heads of the
Group companies may also be called upon to attend
the Committee’s meetings.
Legislative Decree no. 231/2001 in BPM
The introduction of administrative responsibilities of
entities into the Italian legal system (irrespective of the
criminal responsibility of individuals for crimes materially
committed) has had a significant impact on the entire Italian
economic system and more specifically on banks, which now
(on the basis of guidelines issued by the Italian Banking
Association) must set up preventive internal rules specific
to each bank in order to avoid any penalties that may arise
from the application of the Decree. Towards this end, BPM
has implemented a series of preventive measures, including
an Organisation, Management and Control Model and a
Supervisory Committee (as per Legislative
Decree no. 231/01)
The Supervisory Committee, set up in accordance
with Legislative Decree no. 231/01, assesses the
adequacy of the organisational/management/
control models and Code of Ethics adopted by
the Bank, and monitors how they work in order to
prevent the committing of the offences described in
Legislative Decree no. 231/01.
This Committee has also implemented an
effective system of internal communication that,
by guaranteeing the utmost confidentiality and
protection to the reporter, allows anyone learning of
unlawful acts, or situations that fail to comply with
the organisational/management/control models
and Code of Ethics, to report these to the head
of their relevant departments and to provide the
Supervisory Committee with every relevant fact for
the purposes of Legislative Decree no. 231/01.
In the course of 2006, in order to ensure greater
autonomy and independence of the Committee,
parties external to the Bank and the head of Internal
Auditing were appointed to serve on the Committee.
Code of Ethics. Furthermore, it has appointed a Supervisory
Committee and set up distance learning courses for
Personnel to whom the texts of the Legislative Decree, the
Model and the Code of Ethics have been sent in hard copy
and electronic format. In any event, Personnel may consult
the texts simply by accessing the Bank’s General Regulation.
Personnel have also been advised that a penalty system has
been introduced for violations committed against the Code of
Ethics and the Organisation Model. In fact, a special brochure
has been sent to all members of Personnel, regardless of the
relevancy of the tasks assigned to them.
These measures have entailed a high level of commitment on
the part of the Bank as well as Personnel, who are required
to keep abreast of and comply with ever-evolving rules.
However, this commitment has brought about important
results in that on the one side the Bank and Its equity are
safeguarded against possibly significant penalty risks and on
the other side the Bank’s organisational processes are fully
reviewed and any inherent risks that might arise in relation
to the new rule of law are analysed in detail.
No less important is the fact that the activities carried out by
the Bank to comply with the Legislative Decree have enabled
it to reinforce ethical values by which the Bank and everyone
operating on its behalf have always been inspired in the
performance of their activities.
58
Members’ Relations Commission
This reviews applications for the admission of
members and proposals to cancel members in
compliance with the law, the articles of association
and related resolutions by the Board of Directors,
as well as waivers on privileged guarantees on
company shares.
This reviews and makes proposals concerning
the remuneration of Directors of the Bank holding
particular offices and Directors of subsidiaries as
well as top management remuneration policies
within the Group, with a view to fostering uniform
standards of evaluation that take account of the
different levels of risk/responsibility.
Arbitration Committee
This was set up in accordance with article 42 of
the articles of association. It consists of three
acting and two alternate members elected for a
three-year period in general meeting from among
the Members. It reviews all the disputes referred
to it under the articles of association and seeks to
resolve disputes that might arise between Members
or between the Members and Directors concerning
the conduct of the business.
Frequency of board and board committee meetings (2006)
Number
of whom
of Directors representatives
Board of Directors
Number
of meetings
%
of attendance
20
4
18
92
Executive Committee
7
2
39
90
Board Financing Committee
9
1
45
82
Internal Control Committee
5
2
12
95
5
2
5
100
Members’ Relations Commission
6
2
10
91
(as per Legislative Decree no. 231/01)
–
–
7
97
59
Rules of governance
Code of Conduct
In March 2006 Borsa Italiana S.p.A. presented the
new text of the Code of Conduct, which replaces the
edition drawn up in 1999 and reviewed in July 2002.
In the meeting held on 19 December 2006, the
Board of Directors of BPM resolved to voluntarily
adhere to the Code and set out a special calendar
of the measures taken to implement the Code’s
new provisions, to date fully enacted (in particular,
an executive Director to supervise the system of
internal control has been appointed, the executivity
and independence of Directors have been evaluated
based on new criteria, the limits of the tasks of
Directors and the self-evaluation of the Board of
Directors with respect to its size, composition and
functioning and its Committees have been defined).
Code of Conduct on Internal Dealing
This Code1 strictly regulates the disclosure
requirements and any restrictions involving
dealings in listed financial instruments issued by
BPM carried out by “Relevant Persons” (and their
close associates), meaning those persons, who, by
virtue of the position held in the Group (Director,
statutory auditor, senior manager with decisionmaking powers such that can affect the issuer’s
future prospects), have regular access to pricesensitive information regarding the Bank and the
Group.
The purpose of this Code is to ensure that dealings
by such “Relevant Persons” are reported to the
market in the most transparent, uniform way.
Guidelines on significant operations
and with related parties
These guidelines (in the updated version approved
by the Board of Directors in the meeting of 13 March
2007) aim to identify the “significant” operations
of the Bank (and of the entire BPM Group) and
more specifically those with related parties, as
well as provide all interested parties with the rules
of conduct to report to the Bank their status as a
“related party” in carrying out transactions with
the same and govern the authorisation process for
such transactions in order to guarantee that they
have been carried out correctly in substantial and
procedural terms.
1
Revised and updated in the light of rules on “Market Abuse”
(Law no 62/2005, so-called “2004 Community Law”) and CONSOB
Regulation no 15232 of 29 November 2005.
60
Procedures for price-sensitive
announcements
This consists of a detailed set of procedures for the
Board of Directors and its committees regarding
the handling and external communication of pricesensitive information regarding the Bank and the
Group (ie, information that may affect the Bank’s
share performance). In fact, the publication of such
information requires specific authorisation and
must be communicated to the market and press
agencies in accordance with the related CONSOB
regulations. In the light of the legislative changes,
especially with reference to the Market Abuse
Directive and in compliance with related CONSOB
regulations (see CONSOB Regulation no 6027054
of 28 March 2006), with a meeting resolution of 25
July 2006, the Bank implemented a new “Resolution
of the BPM Group on reporting obligations as
per Article 114 of the Finance Act” regarding the
Group’s internal procedures aimed at guaranteeing
confidentiality of price-sensitive information (as
defined in Article 181 of the Finance Act) during the
lapse of time from the start of the various activities
to when the market reporting obligations arise,
as well as at ensuring a timely and non-selective
disclosure of the information.
• to ensure uniform, fair representation of the
price-sensitive information and prevent it from
being disclosed in a selective fashion (meaning
its disclosure to certain persons beforehand, like
shareholders, journalists or analysts), tardily or in
an incomplete or inadequate manner;
• to ensure compliance with the rules on “market
disclosure” contained in articles 114 and 181 of
Legislative Decree no 58/98.
Group Regulations
The Group Regulations contain the organisational
structure and rules for governing the companies
falling under the control of BPM, in line with Bank of
Italy guidelines and the demands of strong, prudent
management (see the subsequent paragraph on
“Governance of the Group”).
Code of Ethics
This represents a clear statement of the values that
the Bank recognises, accepts and espouses and
the set of responsibilities that it assumes internally
and externally. The observance by employees of
the general standards of conduct contained therein
is fundamentally important for the Bank’s proper
operation, reliability and good reputation.
Register of insiders and related rules
In compliance with the provisions contained in
article 115-bis of Legislative Decree no. 58/98,
the Bank has created a Register of persons with
access to price-sensitive information relating to
BPM and any third-party issuers by virtue of their
employment or profession or the job carried out.
The Register has two main purposes:
1. to raise the awareness of those involved of the
value of information and hence to stimulate the
development of sufficient internal procedures such
as to reduce the phenomenon of market rumours;
2. to assist the competent authorities (meaning
in this case CONSOB and the judicial system) in
carrying out investigations seeking to identify
market abuses (meaning both the abuse of insider
information and market manipulation).
The Bank has adopted a special set of internal
procedures for managing this Register, which, by
defining roles, responsibilities and rules of conduct,
is designed:
• to ensure the precise observance of the
requirements contained in article 115-bis of
Legislative Decree no 58/98;
• to control the circulation of price-sensitive
information, ensuring observance of the duty of
confidentiality;
61
Management structure
As part of its 2004-2006 Strategic Plan, BPM
remodelled its organisational structure. More
specifically, the new organisational structure has
sought to:
• reorganise the Internal Auditing Department
structure (previously Technical and Operating
Controls Department) in order to improve the
selection of the activities referred thereto as a
consequence of the various legislative changes and
of the new controls defined within the ambit of the
Internal Control Model. The role of the Department
was therefore strengthened to become the structure
entrusted with evaluating the overall functionality of
the control system at Group level and the definition
of the internal auditing methods and evaluation of
their application were increased;
• remodel the structure of the Information
Communication Technology Department, with
the aim to improve the level of efficiency and
effectiveness of the Group’s IT System, to develop
projects with high impact for the company and
to progressively integrate the IT functions of the
companies within the Group. These measures
called for stronger staff structures in order to better
control the development of the strategic projects
and improve line organisation and to respond
to the issue of “development” by regrouping IT
applications to better meet business needs and the
issue of “infrastructure” by separating the moment
when the service is provided from the study/
evolution of the systems;
• reorganise the central structures so that may be
more streamlined and rationalised by:
– reducing the number of Departments and Services
and therefore the number of direct dealings of
General Management;
– optimising the results of the “Rationalisation of
central Back Offices” project within the ambit of
credit and litigation;
– regrouping certain functions in order to maximise
synergies.
62
CENTRAL
BUYING SERVICE
TAX
SERVICE
OPERATIONAL
DEPARTMENT
AND BACK OFFICE
ADMINISTRATIVE
AND OPERATIONAL
DEPARTMENT
* Financial
reporting function
* Corporate
Affairs Function
LEGAL
DEPARTMENT
* Legal
GENERAL AFFAIRS
OFFICE
ACCOUNTING
SERVICE
function
ORGANISATION
DEPARTMENT
COMMITTEES
Management Committee
Commercial Policies
and Communication Committee
Liquidity Committee
Projects Committee
Management Financing Committee
Committee for Classification of
Non-performing loans
Credit Policies Committee
Personal data processing Committee
BOARD
OF DIRECTORS
GENERAL
MANAGER
EXECUTIVE
COMMITTEE
CO-GENERAL
MANAGER
* Organisation
DEPUTY GENERAL MANAGER
MANAGEMENT OF
INTERNAL AUDITING
* Personnel
function
function
RESOURCES
AND CONTRACTUAL POLICIES
HUMAN
RESOURCES
DEPARTMENT
STRATEGIC
PLANNING
DEPARTMENT
INFORMATION
COMMUNICATION
TECHNOLOGY
DEPARTMENT
* ICT
Function
EXTERNAL
RELATIONS
OFFICE
SUPERVISORY
COMMITTEE
LENDING
DEPARTMENT
* Credit
FINANCIAL CONTROL
AND RISK MANAGEMENT
DEPARTMENT
function
FINANCE
DEPARTMENT
* Finance
Function
CORPORATE
DEPARTMENT
DEPUTY GENERAL MANAGER
AFFAIRS
CORPORATE
FINANCE
SERVICE
MARKETING
DEPARTMENT
* Marketing
Function
COMMERCIAL
DIVISION
COMMERCIAL
NETWORK
MANAGEMENT
* Group governance function
63
General Manager
This position is responsible for achieving the
strategic and profitability goals established by the
Board of Directors, assisting with their definition.
He is head of the company’s management team and
exercises the functions of guidance, co-ordination
and control over activities and resources in order
that all the transactions undertaken by the Bank
meet economic and profitable criteria.
He prepares the reports designed to provide
the Board of Directors with full knowledge and
governability of the business.
He drafts proposals relating to development
plans and budgets for submission to the Board of
Directors.
He oversees the implementation of an adequate
system of internal controls, ensuring that due action
is taken with regard to findings emerging from
inspections by the internal control function and
ratified by the Board of Directors.
He maintains relationships with the principal
national and international credit and financial
institutions, with the supervisory and regulatory
authorities, with institutional investors and with the
Bank’s top Customers.
He chairs the Management Committee, whose job is
to co-ordinate policy and management and to pass
down instructions in line with the strategies and
goals established by the Board of Directors.
Co-General Manager
This position is responsible for specific areas
decided by the General Manager, at present
credit and commercial operations, the latter with
particular reference to the subsidiary banks.
General Management Office - Staff
This function oversees external communications by
the Bank and Group.
It oversees Group-wide risk management activities
relating to credit, market and operational risks.
It monitors and supervises the group system of
internal controls.
It provides the General Manager’s office with
support in planning and operational control of the
Bank and the Group, ensuring effective monitoring
of costs.
It assists the General Manager’s office in defining
the Group’s development strategies, in identifying
the competitive positioning goals for the different
areas of business and in defining the mission of
subsidiary companies.
64
Deputy General Manager - Business
This function ensures that the Bank’s financial and
commercial policies are defined in keeping the
strategies set by the Board of Directors.
It ensures the achievement of income statement/
balance sheet targets for the retail and corporate
markets by defining specific commercial and
marketing plans and overseeing international
activities.
It guarantees the achievement of the Bank’s
financial policy goals relating to the management
of securities, foreign exchange dealing and other
currency transactions.
Commercial Division
This ensures that company strategies are achieved
in relation to the retail and SME market by defining
suitable commercial and marketing initiatives
designed to reach the expected economic/balance
sheet goals.
It is responsible for the overall definition of the
portfolio of products and services for Customers,
as well as for planning and implementing specific
marketing measures.
It manages and develops the entire Division,
monitoring the commercial performance of the
different Customer segments and identifying
any measures needed to correct the policies
undertaken.
It is responsible for achieving income statement/
balance sheet goals and development goals
relating to Customers that operate through “direct”
distribution channels (namely the Internet, the call
centre and financial advisors).
Deputy General Manager - Resources and
Contractual Policies
This function ensures that human resources are
managed as a strategic part of the Group’s overall
design in accordance with the policies laid down by
the Board of Directors.
Once a year it defines general or special personnel
plans with reference to recruitment, terminations,
internal transfers, training, remuneration and
incentives for submission, in agreement with the
General Manager’s office, to Board approval.
It prepares, in conjunction with the Human
Resources Department, the related operating plans
in application of decisions taken by the Board.
It defines the next year payroll costs for each
Department/Service.
In conjunction with the Human Resources
Department and through negotiation with the
trade unions, it defines company rules governing
personnel issues and problems.
It ensures that contractual requirements and
disciplinary measures are applied.
It ensures that internal notices and communications
are circulated.
At the command of the Board of Directors and in
agreement with the General Manager’s office, it
co-ordinates and reviews the personnel policies of
subsidiary companies.
It acts as a liaison for the General Manager’s office
for defining organisational development and
property management policies.
Credit and Information Communication
Technology Functions
These functions report directly to the General
Manager’s office.
The Credit Function evaluates and approves all
types of lending that go beyond local limits, and,
using separate structures, it constantly monitors
credit positions, ensuring the governance of credit
risk.
The ICT Function uses information technology as a
means of innovation and change, by planning and
managing the Group’s information system.
Administrative and Operational Support
Division
This division provides support functions to the
General Manager’s office and secretarial and
administrative support to the Board of Directors.
It sees to the Bank’s corporate compliance,
maintains institutional relationships with the
regulatory authorities and looks after requirements
needed prior to and subsequent to the Bank’s board
meetings.
It sees to the corporate and legal co-ordination of
the Bank’s equity investments.
It proposes and agrees with the General Manager’s
office the policies for efficient financial reporting
and control of all corporate events.
It is responsible for preparing the draft financial
statements, overseeing the related administrative
and accounting process, and for compliance with
tax and statutory requirements.
It enacts the strategies announced by the Board of
Directors and the goals contained in the Strategic
Plan relating to the preparation of the annual
financial report, including the Group’s consolidated
report.
It oversees buying policies and expenditure in
accordance with the provisions contained in the
Budget Spending and Buying Regulations.
It is responsible for the management and custody of
valuables.
It oversees the Group’s administrative co-ordination.
It provides operational and administrative services
to the network and the necessary support to credit
intermediation and securities administration
activities.
It oversees the recovery of non-performing loans
and the provision of the related legal advice.
65
Governance of the Group
The enhancement of the value and the strategies
of the BPM Group, like those of its member
companies, are promoted by Banca Popolare di
Milano in its role as Parent Bank which:
• definisce gli obiettivi delle singole società,
che vengono recepiti dai rispettivi Consigli di
Amministrazione e Direzioni, della cui realizzazione
gli stessi diventano pienamente responsabili;
• presidia in modo coordinato gli specifici mercati e
aree d’affari in cui il Gruppo opera;
• ottimizza il livello di redditività del capitale
sia delle singole società che del Gruppo nel suo
insieme e controlla le componenti di rischio
originate dalle diverse aree di attività del Gruppo;
• fornisce supporti operativi a livello di Gruppo
(informatica, processi ed acquisti) che per loro
natura, se accentrati, si prestano al conseguimento
di rilevanti economie di scala e di scopo.
The Group Regulations establish the model of
governance and control, setting out general rules of
conduct, the areas of competence and responsibility
and the means of co-ordinating the different
companies through instruments such as: Group
Directives, Prior Authorisations and Committees.
Among the latter, a central role is played by the
Parent Bank’s Management Committee – whose
job is to co-ordinate policy and management
and to hand down instructions in line with the
strategies and goals established by the Board of
Directors - and the Group Management Committee,
which required to provide effective control of the
entire Group’s exposure to risk and co-ordinated
management of the more important operating
issues.
In order to make co-ordination activities more
effective, subsidiary company representatives also
attend the Parent Bank’s management committees
working in specific areas, such as:
• the Commercial Policies and Communication
Committee, which co-ordinates the Bank’s
commercial policies with reference to channels,
products, communication, commercial promotion
and pricing;
• the Liquidity Committee, which decides operating
limits for the active management of assets and
liabilities with a view to maximising income, while
nonetheless seeking to minimise interest and
exchange rate risks;
• the Credit Policies Committee, which decides
the Bank’s lending policies and examines the loan
book in order to improve the quality of the risk
and determine the amount of provisions against
possible loan losses;
66
• the Projects Committee, which has the job of
overseeing the budget and major projects for
change and innovation, as well as the principal
investments in Information and Communication
Technology (ICT);
In fact, certain transactions or significant
transactions by subsidiary companies – like for
example amending their articles of association
and internal regulations – require specific “Prior
Authorisation” from the Parent Bank.
• the Personal Data Committee, which oversees
the related activities and co-ordinates the work
of company managers to ensure that company
applications comply with national and EC laws in
this area.
The Committee’s decisions must be adopted and
implemented by the Group’s individual companies.
The Parent Bank has issued a set of compulsory
“Group Instructions” for this purpose, under
which its central functions exercise operational
co-ordination and control in their specific areas of
responsibility.
67
System of Internal Controls
over the Group
In keeping with the general principles and
guidelines issued by the regulatory authorities,
specifically the Bank of Italy’s Supervisory
Instructions, the BPM Group’s “System of Internal
Controls” consists of the set of rules, procedures
and organisational structures that seek to
ensure compliance with company strategies and
achievement of the following goals:
• effectiveness and efficiency of processes
(administration, production, distribution);
• safeguarding asset values and providing
protection from losses;
• reliability and integrity in all accounting and
management information;
• compliance of transactions with the law,
supervisory requirements and the Group’s policies,
plans, rules and internal procedures.
The system is therefore based on the assumption
that:
• control is an integral part of everyday operating
procedures;
• persons are identified to be in charge of structures
and processes and they effectively monitor the
activities for which they are responsible;
• there is a clear separation of duties between
those involved in operations and those involved in
control activities, so as to ensure (both in form and
in substance) the right level of objective criticism
between manager and controller;
• the system is efficient and effective.
Control activities are carried out at all hierarchical
and functional levels of the organisational
structure. All company functions and structures are
required to exercise control over the processes and
operations under their responsibility according to
the responsibilities and duties set out in the Bank’s
Functional Rules and Group Regulations.
Since BPM adopts rules and models that extend
to all its subsidiaries, this activity involves it
classifying risks at a group level, defining limits
on their assumption (including on the basis of
risk-return analysis) and the criteria for their
measurement and assessment, always within a
group logic.
These limits are then defined and updated by the
Board of Directors of each company in such a way
that is in line with the Group’s risk management
policies as set out by the Parent Bank.
Within this ambit, the subsidiaries must implement
the directives handed down from the Parent Bank
68
with the goal to manage and monitor all the risks
within its remit, avoiding any action that is not
in line with the Group’s parameters. In addition,
the subsidiaries co-operate with and assist the
Parent Bank to ensure that all the directives and
procedures are properly carried out and complied
with by the subsidiaries.
In terms of the System of Internal Controls, the
Internal Auditing Department of the Parent Bank
makes sure that the subsidiaries behave in such a
way that is in line with the instructions received,
and performs periodic assessments on each
company.
If the subsidiaries have autonomous internal control
structures, the Internal Auditing Department of the
Parent Bank will also co-ordinate and supervise
local internal audits.
69
BPM Group
Economic Report
The Economic Report is the section of the
Social Responsibility Report, which presents
the BPM Group’s financial performance and
represents the principal link with the Group
Annual Financial Report. The calculation
and reclassification of Value Added clearly
presents the economic effect that the Group’s
business has had on certain important types
of stakeholder.
BPM GROUP ECONOMIC REPORT
73
Key financial highlights
• Principal balance sheet and income statement highlights
• Reclassified consolidated balance sheet
• Balance sheet ratios
• Employee efficiency ratios
• Profitability ratios
76
Value Added
• Calculation of value added
• Analytical distribution of total gross value added
Key financial
highlights
Volume of business
Direct deposits (consisting of amounts due to
Customers, debt securities in issue and financial
liabilities designated at fair value through profit
and loss) were Euro 29,354 million, 19.3% higher
than at December 2005. Within this item, there
was significant growth in terms of amounts
due to Customers, which reached Euro 20,808
million, up by Euro 3,655 million (+21.3%), of
which approximately Euro 2.0 billion referred to
the issue of securities against securitisation of
performing real estate mortgage loans entered
into by institutional clients. The issue of new bond
loans continued and in 2006 reached Euro 1.8
billion, of which Euro 1.3 million formed part of the
Euro Medium Term Notes (EMTN) programme. The
growth in volumes was reflected in the development
of the direct deposits market share, which rose to
2.04% in December 2006 from 1.98% in December
2005.
At the end of 2006 the overall aggregate of indirect
deposits from Customers reached Euro 39,614
million (+6.8% over the end of 2005). Assets under
administration rose significantly to Euro 18,884
million (+13.4%) as a combined result of the
placement of bond loans issued by third parties and
favourable market trends.
Assets under management stood at Euro 20,729
million, up by 1.4% over 2005, despite the negative
net deposits, a phenomenon that affected the
market as a whole, of Euro 521 million, of which
Euro 390 million related to mutual funds. These
latter dropped by 2.2% compared with 2005. The
market share of funds managed by Bipiemme
Gestioni SGR and Bipiemme Fund Management
amounted to 2.12%. Insurance-sector reserves and
asset management grew respectively by 5.0% and
14.5% over the end of the previous year.
The upward trend of loans continued and at 31
December 2006 reached Euro 26,313 million
(+16.5% over the end of 2005) thanks to the growth
of medium- and long-term technical forms, which
showed a 26.5% increase in the mortgage sector.
Also up from 2005 were mortgage loans, which rose
to Euro 4 billion, with businesses, mostly those
operating in the residential building sector, having
a significant impact. The positive trend of loans
pushed the relative market share in December 2006
to 1.95%, up from 1.89% in December 2005.
An analysis of asset quality shows a percentage of
total net impaired assets at 1.9% of the total loan
portfolio, a further improvement from December
2005 (2.4%). The ratio between net non-performing
loans and loans reached an outstanding level
(0.5%) even better than December 2005 (0.7%). The
level of coverage of doubtful loans rose to 44.9%
from 41.3% in December 2005, as did that of nonperforming loans, up to 70.7% from 67.5% in the
previous year, and among the highest in the Italian
banking system.
Net equity, comprehensive of profits for the year,
reached Euro 3,359 million, up by Euro 424 million
over December 2005 (+14.4%). Tier 1 capital ratio
reached 7.21% while total capital ratio amounted to
10.44%.
From an economic standpoint, BPM Group ended
the year with an operating profit of Euro 695.1
million, up by 35.3% thanks in large part to a
rise in operating income (+13.7% over the end
of 2005), which more than compensated for the
3.0% increase in operating costs and resulted in a
lower cost-income ratio, which at the end of 2006
amounted to 60.6%, significantly lower than the
previous year (66.9%).
Operating profits reached Euro 1,764.7 million
(+13.7%), within the aggregate:
• net interest income amounted to Euro 916.1
million (+20.9%) benefiting from the growth of
Customer business (particularly in the medium- to
long-term segment) and the improved spread with
Customers;
• net income from services, including all revenue
net of net interest income, amounted to Euro 848.6
million, up by 6.9% over the same period in the
previous year. Net fee and commission income
climbed by 10.8% to Euro 613.7 million, reflecting
increases in “management, brokerage and advisory
services” commissions, mostly due to the higher
commissions on security placement and asset
management. We point out that within net fee and
commission income a positive effect derived from
the de-consolidation of Bipiemme Vita equal to Euro
15.6 million.
Operating costs amounted to Euro 1,069.6 million,
up by 3.0% compared with December 2005. In
detail, we point out that:
• the growth in personnel expenses (+Euro 34.6
million, +5.3%) to Euro 687.9 million reflects the
73
Euro 18 million increase laid down by the National
Collective Labour Agreement, increased provisions
to funds (Euro 5.6 million), as well as the higher
share of profit allocated to employees of the
Parent Bank (Euro 5.1 million), which assimilates
the changes introduced by the new wording of
Article 47 of the articles of association. The total
employees of the Group (including personnel with
other types of contracts in force) as at 31 December
2006 amounted to 8,391, down by 54 employees
compared with the same period in 2005;
• the decrease in administrative expenses and
amortisations (-0.8%), together equalling Euro
381.7 million, reflects the positive effects of the
rationalisation of the IT segment and the condition
renegotiation with the main suppliers.
Therefore, operating income of BPM Group
amounted to Euro 695.1 million, with a 35.3%
increase over December 2005, thanks to excellent
revenue performance.
Total provisions came to Euro 162.8 million
(+43.1%), with net adjustments to loans and other
financial asset-side items equalling Euro 124.2
million, the Euro 26.3 million rise of which was
mainly due to higher adjustments on loans to
Customers, to which Euro 38.6 million in provisions
to risks and charges were added, Euro 18.9 million
of which was affected by the closing of the Parmalat
recovery procedures.
After reporting non-recurring profits, included in
the item profits from equity and other investments
equal to Euro 105.1 million – of which Euro 71.9
million were attributable to profits deriving from
the transfer of 50% of Bipiemme Vita to Fondiaria–
Sai Group and Euro 34.7 million of which were
attributable to the capital gains deriving from the
sale of the “Galfa” property – the gross profit from
current operations climbed to Euro 637.4 million, up
by 54.6% over December 2005.
After recording income tax for Euro 233.5 million
(levied at a 36.6% tax rate) and net of Euro 5.2
million in profits from minority interests, the net
profit in 2006 amounted to Euro 398.7 million, up
53.9% over 2005.
The Group’s net profit came to Euro 301.5 million,
net of the aforementioned extraordinary operations.
Balance sheet and income statement
highlights
2006
2005 Pro-forma
40,181,057
34,896,491
(Customers and banks)
30,088,874
24,826,223
Loans
26,312,649
22,585,310
68,968,072
29,354,399
61,707,283
24,612,848
39,613,673
37,094,436
3,358,992
2,935,416
916,055
757,779
1,764,675
1,551,657
848,620
793,878
Balance sheet highlights
Total assets
Total financial
loans
Total Customer
deposits:
- direct *
- indirect
(assets under management
and securities in custody)
Equity
Income statement highlights
Net interest income
Net interest and other
banking income
Net income from services
Operating costs
1,069,555
1,037,937
Profit from current
operations before tax
637,402
412,376
Profit for the period pertaining
to the Parent Bank
398,680
258,980
* Includes amounts due to Customers, debt securities in issue
and financial liabilities designated at fair value through profit
and loss.
74
social responsibility report > economic report > key financial highlights
Reclassified consolidated
balance sheet
Balance sheet ratios
2006
2005 Pro-forma
199,757
177,626
30,088,874
24,826,223
Financial assets designated at
fair value through profit and
loss and hedging derivatives
7,068,503
7,080,027
Fixed assets
1,479,917
1,531,915
Other assets
1,344,006
1,280,700
Total assets
40,181,057
34,896,491
Due to banks and due
to Customers
25,448,119
21,862,251
Debt securities in issue
5,624,722
4,749,751
Financial liabilities held for
trading and hedging derivatives
3,984,195
3,906,596
Other liabilities
1,643,525
1,404,301
Cash and balances with central banks
Loans
Minority interests
Capital and reserves
Total equity and liabilities
121,504
38,176
2,960,312
2,676,436
398,680
258,980
40,181,057
34,896,491
2006
2005 Pro-forma
Equity*/
Loans
11.25%
11.85%
Equity*/
Direct deposits
10.08%
10.87%
* Equity at the end of year, excluding net profit for the year just ended
Balance sheet ratios
Equity/ Loans
This ratio indicates the percentage of gross loans to Customers, which is
covered by equity and expresses the degree of the bank’s solvency.
Equity/Direct deposits
This ratio expresses the degree of the bank’s independence from third-party
sources of funding. The higher the ratio, the greater the bank’s level of
independence from outside sources of funding.
Employee efficiency ratios
Profitability ratios
2006
2005 Pro-forma
2006
Number of employees*
3,136
2,674
Total Customer deposits/
indirect) / Number of employees *
8,219
7,306
Direct deposits /
Number of employees *
3,498
2,914
38.98%
42.10%
210
184
76
49
Payroll/
Operating income
Operating income/
Number of employees *
Profit from current operations
before tax/Number of employees*
* Including other personnel (114 employees at 31/12/2006 and 109
employees at 31/12/2005)
Employee efficiency ratios
Loans /Number of employees
Total Customer deposits/Number of employees **
Direct deposits/Number of employees
These three ratios reflect the bank’s productivity: they show that for
every employee there is an average of Euro 3,136 thousand in loans to
Customers and Euro 8,219 thousand in total deposits, of which Euro 3,498
million relating to direct deposits. The higher these ratios the greater the
bank’s efficiency in the sense of its ability to generate funding and hence
loans per employee.
Payroll/Operating income
This ratio expresses the proportion of net income from the core business
that is absorbed by payroll costs.
Operating income/ Number of employees
This ratio expresses the net income from the bank’s core business per
employee.
Profit from current operations before tax/Number of employees
This ratio expresses the profit from the bank’s current operations per
employee.
2005 Pro-forma
ROE (Return On Equity)
13.5%
9.7%
ROA (Return On Asset)
1.0%
0.7%
Net income from services/
Net interest income
92.6%
104.8%
Net income from services /
Operating income
48.1%
51.2%
Administrative expenses
Net interest income
106.4%
124.0%
Administrative expenses
Operating income
55.3%
60.6%
Operating costs/
Operating income
60.6%
66.9%
Profitability ratios
ROE (Return On Equity)
This is the ratio between net profit and equity. It represents the return on the
investment of the bank’s own capital.
ROA (Return On Assets)
This is the ratio between operating profit and total assets; it is very important
for assessing the efficiency with which a bank generates its earnings; it
specifically reflects the ability of its assets to generate income.
Net income from services/Net interest income
Represents the amount of net interest income derived from net income from
services.
Net income from services/Operating income
This ratio reports the amount of net interest income (net income from the
bank’s core business) derived from net income from services.
Administrative expenses/Operating income
Represents the amount of operating income absorbed by administrative
expenses.
Operating costs/Operating income
Represents the amount of operating income that is absorbed by its operating
costs.
75
Value Added
The calculation of Value Added (defined as the
difference between gross revenue and the costs
of consumption incurred for its production) is
based on reclassifying the annual consolidated
income statement. It presents the accounting
data in a different format in order to underline
the relationship with stakeholders. In fact, the
calculation of Value Added makes it possible to
represent the Group’s ability to create wealth
and distribute it to the various stakeholders who
interact with it in their different ways.
Calculation of Value Added
2006
2005*
Interest and similar income
1,583,274
1,462,447
Fee and commission income
688,483
626,968
- dividend and similar income
54,410
62,931
- net trading income
54,595
37,330
- net hedging gains (losses)
297
-2,385
Profit (loss) from transfer or repurchase of:
3,862
27,017
a) loans
-3,329
24,856
6,189
1,674
0
0
b) financial assets available for sale
c) financial assets held to maturity
d) financial liabilities
1,002
487
17,044
9,357
Other operating income (charges)
142,731
128,642
Profit (loss) from equity investments
82,345
30,931
2,627,041
2,383,238
-667,219
-704,668
-74,739
-73,278
-275,597
-274,757
Net impairment charges:
-124,154
-97,875
a) loans
-120,918
-88,198
-2,356
-4,017
- net gain (loss) from financial assets and liabilities designated at fair value through profit and loss
TOTAL NET INCOME
Interest expense and similar charges
Fee and commission expense
Other administrative expenses (net of indirect taxes
and donations and gifts)
b) financial assets available for sale
c) financial assets held to maturity
0
0
-880
-5,660
-38,622
-15,867
TOTAL CONSUMPTION
-1,180,331
-1,166,445
GROSS CORE VALUE ADDED
1,446,710
1,216,793
36,392
11,112
1,483,102
1,227,905
d) other financial transactions
Net charges to provisions for risks and charges
Gains/Losses on disposal of investments
TOTAL GROSS VALUE ADDED
Net adjustments to property, plant and equipment
-44,620
-44,166
Net adjustments to intangible assets
-43,732
-47,525
1,394,750
1,136,214
TOTAL NET VALUE ADDED
* For the purposes of consistent comparison, 2005 data have been reposted considering Bipiemme Vita and using the equity method instead of
the line-by-line method. Furthermore, modifications were made following the new interpretation of accounting principles and clarifications on
the instructions issued by the Bank of Italy for drawing up financial statements.
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social responsibility report > economic report > value added
Analytical distribution of total gross value added
2006
2005*
1,483,102
1,227,905
145,262
62,255
5,187
5,850
HUMAN RESOURCES
687,882
653,321
Payroll:
687,882
653,321
- direct
441,855
420,253
- Indirect
219,413
211,828
26,614
21,240
298,773
213,836
Indirect and capital taxes
65,238
66,290
of which:
60,279
4,959
0
61,244
4,515
531
Income taxes for the year
233,535
147,546
of which:
162,881
68,865
1,789
103,471
39,305
4,770
TOTAL GROSS VALUE ADDED
Distributed between:
MEMBERS - Dividends paid
MINORITY INTERESTS - Profit (loss) attributable to minority shareholders
- Costs associated with equity-based
payments
PUBLIC BODIES/INSTITUTIONS (Central and local government)
- Central government
- Local authorities
- Non-resident central governments
- Central government
- Local authorities
- Non-resident central governments
COMMUNITY
4,228
4,227
Donations and gifts
4,228
4,227
ENTERPRISE SYSTEM
341,770
288,416
Unallocated earnings
253,418
196,725
Net adjustments to property, plant and equipment
44,620
44,166
Net adjustments to intangible assets
43,732
47,525
(*) For the purposes of consistent comparison, 2005 data have been reposted considering Bipiemme Vita and using the equity method instead
of the line-by-line method. Furthermore, modifications were made following the new interpretation of accounting principles and clarifications
on the instructions issued by the Bank of Italy for drawing up financial statements.
77
distribution of total gross value added 2006
0.29%
9.79%
0.35%
20.15%
Human resources 46.38%
Enterprises system 23.04%
Public bodies
Institutions 20.15%
Members/shareholders
Dividends paid 9.79%
23.04%
46.38%
Minority interests - Portion of
consolidated net profit 0.35%
Community 0.29%
distribution of total gross value added 2006-2005
1,400,000
+ 20.8%
1,200,000
1,483,102
1,000,000
1,227,905
800,000
+ 5.3%
600,000
687,882 653,321
+ 18.5%
341,770
400,000
+ 39.7%
+ 133.3%
288,416 298,773
– 11.3%
+ 0.0%
200,000
213,836
145,262
62,255
total
gross
value
added
human
resources
enterprise
system
public bodies/
institutions
Human resources
The portion of Value Added attributable to Personnel represents
46.38% of the total and includes direct costs, indirect costs
(social security charges and non-wage related costs) and the
share of earnings allocated to employees.
Enterprise system
This represents the portion of Value Added (23.04%) reinvested
in the Group in terms of unallocated earnings retained in
reserves, and the depreciation and amortisation of property,
plant and equipment and intangible assets.
Public bodies and Institutions
These are income taxes for the year and indirect and capital taxes
paid by the Group to central and local government and represent
20.15% of Value Added.
78
social responsibility report > economic report > value added
members/
shareholders
dividends paid
5,850
5,187
minority
interests
portion
of consolidated
net profit
4,228
4,227
community
2005
2006
Members/Shareholders (dividends paid)
These are the profits distributed to Shareholders of the Parent
Bank and represent 9.79% of Value Added.
Minority interests (portion of consolidated net profit) These
represent the portions of net profit earned by group companies
that are attributable to their minority shareholders and amount
to 0.35% of Value Added.
Community - these refer to donations and gifts to local
communities in which the Group operates (BPM allocates 3%*
of its annual net profit to good causes) and represent 0.29% of
Value Added.
(*Modified with the articles of association reform approved on 15/2/2007)
details of the taxes and duties paid by
the BPM Parent Bank
During the course of 2006 the total cost to Banca
Popolare di Milano for taxes and duties payable to
central and local government was more than 243
million.
Income taxes for the year
2006
2005
89,145
75,388
52,855
29,317
–
3,295
142,000
108,000
Central government:
IRES
Local authorities:
IRAP
Non-resident central governments :
Local taxes of foreign
branches
Total
Indirect taxes and duties
2006
2005
Central government:
47,439
48,745
Stamp duties
36,123
36,697
Stock transfer stamp
duties
328
391
Flat-rate tax
9,775
10,610
Other taxes and duties
1,213
1,047
Local authorities:
3,336
3,483
Local property tax
1,620
1,613
Other local taxes
and duties
Total
1,716
1,870
101,550
104,456
79
BPM Group Social Policies
report
This is the section of the Social Responsibility
Report which contains a qualitative and quantitative description of the main effects of the
bank’s business with regard to its different
types of stakeholder and highlights the consistency between decisions taken, strategies
and stated values.
BPM GROUP SOCIAL POLICIES REPORT
83
Stakeholders of Banca Popolare di Milano
85
Customers
107
Members and Shareholders
127
Personnel
141
Suppliers
147
Community
155
Environment
159
Communications
The relationships that Banca Popolare di Milano
has with its stakeholders are characterised and
enriched by its co-operative structure which gives
priority to the local area and its now recognised role
of being the engine of economic, social and cultural
growth in the places in which it is present.
A long-standing protagonist in the areas in which
it operates, Banca Popolare di Milano associates
its success with the cohesion and growth of the
stakeholders with which it deals and bases its
development strategy on improving relations with
them.
Stakeholders of
personnel
community
bpm
suppliers
customers
bpm
media
members and
shareholders
environment
In fact, it considers that “social responsibility”
– meaning a corporate culture of attention to its
stakeholders and social dialogue with them – must
permeate its strategic and operating policies and
support and direct a modern, distinguishing vision
of being a bank: solid and progressive, co-operative
and competitive, efficient and in mutuality with the
territory, local and capable of dealing with business
and opportunities from globalised markets.
83
the Parent Bank BPM
Customers
Policy guidelines
BPM believes in the importance of continuously
listening to the “markets”, taking into account not
just its players but also the community, the territory
and the factors that influence its development.
It is through a constant process of listening that
measures can be taken that effectively service the
needs of households and companies.
The structure of reporting these activities also
reflects this conviction: the results of feedback
are presented first as the basis for reporting the
measures taken and undertakings for the future in
respect of Customers.
86
social responsibility report > bpm group social policies report > customers
Customer feedback
In 2006, feedback was received from more than
8,800 Customers.
listening
people
trends
economic situation
Support in developing households and private,
public and social enterprises.
Accessibility, efficiency and integration of the distribution channels.
service
initiatives
Transparent communcation.
Customer protection, prevention and solving of problems.
SUMMARY OF FEEDBACK IN 2006
Topic
Customers concerned
Number
Methodology
Frequency
Customer Satisfaction
Individuals
4,000
Telephone
interviews
Annual
since 2005
Customer Satisfaction
Small
Businesses
1,500
Telephone
interviews
Annual
since 2005
Reasons for decision and user
experience
New individuals registered
to use We@bank
3,300
E-mail questionnaire
Continuous
Reasons for and expectations
of conto@me
Individual account
holders of conto@me
Focus group
Ad hoc
50
8,850
87
People
Trends
Economic situation
listening
Customer satisfaction
The systematic reporting of Customer Satisfaction
(CS) seeks to measure “perceived” quality, in
other words quality as an element of the Customer
experience in using the bank’s products or services.
With a view to growing “Customer care” and
continuous improvements in business performance,
the reporting of CS therefore represents an
essential step towards the correct functioning of
the overall organisation. Accordingly, BPM has
continuously monitored CS with a view to evaluating
the quality of the services provided to individual
and SME Customers.
Objectives: The survey was carried out in order to
identify the current perceived level of service and
priorities in terms of marketing activities designed
to increase the level of satisfaction.
Procedure: 2006 marks the second phase of CS
monitoring. It is therefore possible to analyse
the trend over time of the main CS indicators.
Monitoring activity in 2006, unlike in 2005, not
only involved BPM, but also two other banks of the
Group, Cassa di Risparmio di Alessandria and Banca
di Legnano.
% Customers by age range
2006
2005
1%
2%
< 18
4%
From 19 to 25
4%
36%
36%
34%
34%
From 26 to 45
From 46 to 65
Over 65
0
88
25%
24%
25
50
listening
Individual Customer Results
Corporate Customer Results
The overall satisfaction of BPM’s individual
Customers remained stable over 2005 and was still
higher than the system, even if there was a slight rise
in general satisfaction with the system.
Relational factors scored well, reflecting the fact that
its personnel are the bank’s real strength.
The product area scored less well, except for the
Internet banking service. None of the indicators
varied substantially over 2005.
The areas in which Banca Popolare di Milano enjoys
the best reputation relate to the transparency and
maintenance of its promises.
The survey carried out with Corporate Customers
confirms the Individual Customer results. Corporate
Customer satisfaction exceeded general satisfaction
with the system, despite the fact that this latter is
on a slight up rise.
Personnel, branches and the corporate banking
service all scored well. The other products/services
reviewed did less well. Also in this case 2006 results
remained substantially stable with respect to 2005.
The score for “Reputation” was broadly identical to
that for Individual Customers, a sign that the bank
enjoys a consistent reputation regardless of the
type of Customer.
corporate customers
satisfaction
0%
25%
50%
75%
100%
Staff
94.1%
94.2%
Branch
91.3%
92.0%
Current account
80.8%
81.3%
Corporate banking
92.0%
94.2%
Investments
90.0%
88.2%
Overall satisfaction - BPM figure
88.3%
87.7%
Overall satisfaction - Industry figure
86.4%
83.0%
% very much in agreement + pretty much in agreement (marks from 6 to 10)
2006
2005
reputation
0%
25%
50%
75%
100%
Maintains undertakings to customers
86.3%
86.3%
Has a transparent relationship
88.3%
83.7%
Is attentive to customer interests
76.6%
75.6%
% very much in agreement + pretty much in agreement (marks from 6 to 10)
2006
2005
89
Findings of other research
Individual users of Internet banking
The research carried out during the course of 2006
with Individual Customers examined the more
important aspects of choosing and using the We@
bank Internet banking service for the first time,
as well as focused on analysing the experience,
attitudes and know-how of on-line users (conto@me
account holders).
First-time use
A questionnaire was automatically sent out to all
newly-registered members, through which it was
possible to examine the user’s registration process,
reasons for requesting the service, support received
and interest in various functions. It emerged that
Customers opt for Internet banking mostly for
greater autonomy and control, while factors such as
cost and access to functions seemed to play a lesser
roll.
Attitudes toward and expectation of conto@me
Research has confirmed that users mainly choose
Internet banking services because of lower
costs and because they seek greater autonomy/
independence. For this reason routine banking
transactions can be carried out on line.
Conto @me is more cost-effective and practical than
its competitors and, more importantly, it enjoys
greater reliability thanks to its tangible presence
throughout Italy and the support it has from such
a trustworthy and solid banking group. Indeed,
in choosing an on-line account, it is important
for users to know that behind it lies a “physical”
banking group and not merely an image.
The Customer-bank relationship is one of the main
differences between traditional banks and on-line
banks.
The link that connects an on-line bank with its
Customers is defined through an impersonal
relationship: the no-frills, direct relationship
is also undoubtedly reliable and advantageous
and characterised by greater efficiency and
transparency.
90
BPM.SET
Laboratorio
Laboratori locali sullo STerritoriale
viluppo delle EconomiePMI
Territoriali
per le PMI
As also highlighted in BPM’s current Strategic Plan,
to develop, the Bank must increasingly focus its
attention on the fact that Italian SMEs feel the need
for growth.
This is a highly important and especially complex
strategic objective as Italian SMEs must on the one
hand deal with a globalised economy and on the
other must remain deeply rooted in their territory,
ie, remain connected to their resources and socioeconomic ties.
What’s more, these same territories, understood
as complex network systems, compete for human,
financial and technological resources in order to
develop. Each territorial area follows a path towards
growth that is highly specialised and differentiated
and this inevitably translates into a demand for
personalised services (even financial services).
Thus it is vital to adopt further mechanisms in order
to receive feedback on the economic, social and
cultural dynamics of territorial areas. If correctly
structured, these mechanisms make it possible to
maximise innovation and relations between the
Bank and local businesses.
It is with this premise that BPM is defining a project
aimed at launching labs within territorial areas
that reinforce the bonds between the Group and
its territory through “agendas for sustainable local
development”.
BPM
response to
customer
feedback
Support in developing
households and private,
public and
social enterprises
Services for Customers
As a result of gathering Customer feedback BPM
has implemented a number of measures in support
of households and enterprise in terms of offering
them new products and services and of developing
the quality of the relationship.
Individuals and households
BPM offers a wide range of products and services
to “Individual” Customers, whose number exceeds
920,000 evenly divided between men and women,
in order to support their long-term projects
involving savings, pensions or other expenditure.
number of customers
920,085
Women 50.6%
Men 49.4%
2006
928,497
Women 50.5%
Men 49.5%
2005
0
30
60
% Customers by age range
2006
2005
1%
2%
< 18
4%
From 19 to 25
4%
36%
36%
34%
34%
From 26 to 45
From 46 to 65
Over 65
0
25%
24%
25
Choose your own account
and try it out for 6 months
July 2006, this initiative is transparent and caters
to Customer needs by allowing new Customers to
acquaint themselves with BPM free of charge for 6
months.
Essentially, the initiative enables new Customers to
“try out BPM” and open an account free of charge
for 6 months.
During this time, the user has free access to
services linked to the account, such as bank
transfers and ATM withdrawals. Furthermore,
charges for stamp duties on the current account or
on any securities in custody are all incurred by BPM.
At the end of the trial period, any Customers
deciding not to keep their account with BPM will not
incur any expenses for closing the account or the
custody of any securities opened.
After 6 months, Customers deciding to keep the
account open will be subject to the standard terms
and conditions for the account illustrated during the
sales negotiations.
The initiative is applicable to accounts with different
uses and new Customers may choose the type of
account that best responds to their needs:
1. Conto Compilation, an account for young people;
2. Service Line, a choice of accounts that only cost
Euro 1 a month;
3. Globalconto Line, an all-inclusive account;
4. Flexiconto, an account that rewards cash
holdings.
To foster relations with new Customers during
the 6-month trial period, feedback on Customer
satisfaction is obtained through the BPM Call Center
so that any critical situations can be immediately
remedied.
50
91
Elimination of costs for closing accounts
opened by categories of socially disadvantaged
persons
From February 2006, and therefore before the
Bersani Decree, BPM decided to eliminate costs for
closing certain current accounts.
This benefit is geared toward helping groups of
disadvantaged Customers. The initiative involves
accounts dedicated to young people (Conto
Compilation for Customers over and under 18 years
of age), the elderly (GlobalConto Senior), foreign
citizens (Conto Extraordinario small e large), lowcost accounts (Il conto - Servizio bancario di base
and Conto Service1) and on-line accounts (Conto@
me).
Services for foreign citizens
The goal is to facilitate the assimilation of foreign
citizens into the Italian social fabric, giving them
access to financial services and showing the value
BPM gives to diverse cultural identities. BPM’s
commitment in 2006 was carried out on two fronts
through:
A) the proposal for a specific offering, the
Extraordinario line;
B) the development of new multi-ethnic service
methods through the activation of multilingual call
centres and Extraordinario Points.
A) Extraordinario Line
Immigrant citizens have financial needs that grow
as their level of social integration grows. Within
this context, BPM proposes an offering made up of
various solutions at differing cost levels. To satisfy
immigrants’ needs to send money abroad, BPM
offers an inexpensive, fast and safe way for them
to send money abroad to loved ones from all BPM
branches thanks to arrangements between BPM and
many foreign banks in the state of origin. BPM also
offers international prepaid credit cards without
cardholders being required to open an account.
Cardholders can also make payments in Italy
and abroad and withdraw money from ATMs. The
offering has been expanded to encompass three
types of current accounts available at reasonable
costs and differentiated based on the services
included.
For Customers wanting to start up a business
or develop an already existing one, BPM offers
Extraordinario Business, a product aimed to satisfy
all business management needs.
Brochures are available at all BPM branches and
have been translated into eight different languages
besides Italian: Arabic, French, Spanish, Filipino,
Romanian, Portuguese, English and Chinese. Multilanguage information is available on the website
www.bpm.it or by calling the toll-free number
800.100.200 where multi-lingual phone operators
are on-hand to respond in French, Arabic, Romanian,
Spanish and English.
Foreign Customers
by country of origin
2006
2005
Eastern Europe
8,181
7,318
Rest of Europe
2,303
2,148
Africa
7,912
7,686
Asia
8,194
7,857
South America
5,725
5,484
923
856
33,238
31,349
Rest of the world
Total
92
service
initiatives
B) Extraordinario Points
To provide further assistance with understanding
products and services, BPM offers immigrant
Customers the chance to interface with a mothertongue operator via a video-consultancy service.
The service is currently available in six branches:
three in Milan, one in Saronno, and one in Bologna
and Rome. Customers can book a video-consultancy
service at the self-service area located in each of
the six branches or by calling the toll free number
800.100.200.
Support for immigrant enterprises
In 2006, BPM continued its collaboration with
ASIIM – Association for the Development of
Immigrant Enterprise in Milan – by offering
support and initiatives such as surveys on the
needs of immigrant entrepreneurs and the
opening of an “Immigrant enterprises point” (at
the Milan Chamber of Commerce and through the
website www.imprenditorimmigrati.it) aimed at
helping immigrants start up or develop their own
businesses in Italy.
For 2007 and with the contribution of Members,
the Association has planned to set up a training
programme for aspiring entrepreneurs available free
of charge.
BPM received two awards for its commitment to foreign
Multi-language
presentation
citizens:
1. the Sodalitas Social Award, first place in the category
“Socially responsible financial initiatives” “for having
successfully offered a complete banking service package
linked to various phases of local integration for immigrants
that encourages their economic citizenship”;
2. the WelcomeBank Award, issued by Fondazione Cassa di
Risparmio di Biella ed Etnica.
Video-consultancy area
93
100% mortgage
For first-home buyers who do not have initial
capital, BPM proposes a new solution for 100%
financing for up to a maximum amount of Euro
350,000. BPM provides a renegotiable fixed-rate
mortgage combined with a fixed-rate guarantee for
the first five years and the opportunity to afterwards
modify the financing plan at pre-defined conditions.
Photovoltaic loans
This project is designed to encourage the
production of electrical energy through photovoltaic
systems (which transform solar energy into
electrical energy) and was created following
Legislative Decree of 28 July 2005, issued by the
Ministry of Productive Activities in concert with
the Ministry of the Environment and Territorial
Protection.
Households and businesses intending to install or
boost pre-existing photovoltaic systems are eligible
for floating-rate financing for up to Euro 150,000,
repayable in up to 10 years.
In light of the new (“energy saving”) finance law, in
the first half of 2007 BPM will develop specifically
designed products for businesses, condominiums
and individuals wishing to use environmentallyfriendly technologies and systems and save on
energy consumption.
Ethical funds - Investments in companies
conscious of the environment and the
protection of human rights
BPM Group is co-founding partner of Etica Sgr (a
company promoting “Responsible Values” ethical
funds and belonging to the Banca Popolare Etica
Group).
Etica Sgr is the only Italian asset management
company specialised in exclusively promoting
socially responsible mutual funds.
Etica Sgr is the first Italian asset management
company that actively exercises shareholder rights
on social and environmental issues by attending the
general meetings of listed companies in which the
funds invest.
In 2006, its fourth year on the sustainable finance
market, Etica Sgr promoted the placement of the
new fund “Responsible Share Values”.
For every Euro 1,000, fund subscribers donate Euro
1 to a fund that guarantees microcredit projects in
Italy. The fund is used by Banca Etica in partnership
with local entities and charities.
Offers to students: “Un C@ppuccino per un PC”
An agreement was entered into with the Ministry
for Innovation and Technology, in concert with the
Ministry of Education, Higher Learning and Research
and the Ministry of Economy and Finance, to offer
financing to Italian university students called “Un
C@ppuccino per un PC”. Thanks to the agreement
students can receive loans without having to
provide any accessory guarantees.
This project is among many initiatives that BPM
makes available to students, more specifically
in the ambit of masters and specialisation
courses, through specific agreements with the top
universities in Lombardy.
Consumer credit guarantee fund
Following an agreement with the Ministry of
Productive Activities, in 2006 BPM issued financing
for the purchase of goods or services for families
whose annual income (according to the household
income indicator, ISEE) is less than Euro 15,000.
Financing is guaranteed for up to 50% through a
specific guarantee fund.
94
service
initiatives
Distribution of the Italian Ethical Fund Market*: Position of Etica Sgr
Etica Sgr – 210 (10.8%)
Others – 436 (22.3%)
Eurizon – 641 (32.8%)
Pioneer – 669 (34.2%)
(*) Calculation by Etica Sgr based on Assogestioni data, December 2006. Only funds classified as
“ethical” by Assogestioni have been calculated.
in thousands of Euros
euro
Contribution of the BPM Group to total
assets managed by Etica SGR
Performance of fund guaranteeing
microcredit projects
Total assets
managed
Assets managed
Used for microcredit projects
70,212
33.36%
2004
90,000
48,000
Other
140,234
66.64%
2005
185,000
105,000
Total
210,447
100.00%
2006
264,000
114,000
BPM Group
95
Companies
Products for companies
Also in 2006 BPM, often in partnership with
local trade associations and institutes, provided
financing solutions for companies to help them
solve business challenges, such as:
- Short-term debt consolidation:
BPM serves 98,465 small companies and 9,430 medium
and large companies (an ever-growing figure), of which
around 74% in Lombardy.
The project
iis geared towards
helping craftsmen consolidate their short-term
debts. The initiative was launched in association
with the Craftsmen Union of the Province of Milan
with financing backed by guarantees from the
Lombardy Craftsmen Co-operative for Guarantees.
Its purpose is to raise awareness among craftsmen
that they can transform surplus short-term debts
into medium-term debts.
- Equity adjustment: The project, in conjunction
with the Milan, Varese and Como Chambers
of Commerce, aims to help companies adjust
their equity after investments and company
restructurings.
- Usury prevention: BPM has kicked off the
arrangement with the local prefecture to promote
financing in order to prevent usury. The initiative
seeks to provide financing to companies,
presented by guarantee consortiums or authorised
associations, that are burdened with financial
hardships and request assistance through a
guarantee set up using public anti-usury funds.
- Investments in economically depressed areas:
BPM has entered into an agreement with Cassa
Depositi e Prestiti to manage Law no 488, the
instrument whereby companies are given a large
portion of sinking fund and low-interest loans.
This project envisages loans aimed at fostering
investment in depressed areas by companies with
the help of the Ministry of Economic Development
in part through sinking funds and in part thorough
interest accounts.
96
- Low liquidity: To help companies deal with low
liquidity issues following the differing methods for
allocating post-employment benefits for employees,
BPM has set up a post-employment benefit fund
that provides a two-fold form of financing. The first
part of the financing has a term of 11 months at
highly attractive rates, while the second covers the
first three years, with repayment after five.
Small Businesses
2006
2005
Skilled trades
22%
21%
Services
24%
21%
Industry
17%
18%
Commerce
14%
14%
Agriculture
3%
3%
20%
23%
Other
service
initiatives
Entities and Associations
BPM for the non-profit sector
Collaboration activities in the non-profit sector led to
a rise in 2006 in the offering of products and services
for the non-profit sector.
In 2006 membership to the website
www.faresolidale.it increased by 68%. The website
was redesigned and the new version was launched
in May 2007, offering associations the chance to
present up to 6 projects and use state-of-the-art
online fund collection instruments.
During the course of the year, the ON LINE
DONATIONS service has increased its membership
and now has an added service expressly set up by
BPM called FRECCIA WEB Solidale whereby nonprofit associations can collect funds on-line.
In 2006 BPM took part in several nation-wide
and, in keeping with its logic as a local area
bank, local initiatives. The initiatives included
TUTTAUNALTRACOSA and Stramilano.
The non-profit sector in BPM*
2006 Number
of Customers
Social co-operatives
2005 Number
of Customers
205
211
3,920
1,465
Foundations
185
169
Religious entities
538
547
4,848
2,392
Associations and other Entities
Total
* In 2006, through an analysis conducted, the segment was
better defined to include associations as well as other nonprofit entities such as committees, research institutes and
organisations for senior citizens.
97
SERVICE
INITIATIVES
Accessibility, efficiency
and integration of
distribution channels
Commercial network
Territorial coverage
BPM continued to pursue its territorial expansion
activities also in 2006. In line with the bank’s
mission to keep its strong local roots and constantly
improve service, BPM’s distribution policy involved
the pursuit of a widespread network with heavy
coverage especially in the areas in which BPM’s
presence is deeply rooted and where a direct
knowledge of the area facilitates a proactive
approach in Customer relations.
New branch model
In 2006, BPM continued its efforts to modernise
and render the internal areas of its branches
more functional by providing better security and
improving Customer-Bank relations.
Self-service area set up for new and advanced procedures.
98
Typical work area equipped with automatic cashiering services for safe cash management
On-line channel
We@bank
In its six years of existence, the We@bank service
has earned noteworthy results in terms of its
widespread Customer use. More than 25% of BPM
account holders are registered to use the We@bank
service and on average, in the 12 months of 2006,
more than 130,000 transactions took place each
month through this on-line service (payments, stock
market trades and transactions in funds).
These results place We@bank at the top end of
the market in terms of Customer penetration. The
important goals established when the We@bank
service was created have been achieved.
Ever-wider Customer penetration and more intense
use of the services offered remain the permanent
objectives of the We@bank service. To reach these
goals, projects were designed in 2006 to improve
and complete the offering of products and services
available on We@bank.
We@bank’s growth does not stop here. We@bank
has entered into a new phase as an operational
channel as well as a Customer relations and sales
channel. This latter objective arises from the
experience gained by Customers in using on-line
channels in general.
We@bank has already started to change in this
directions by redesigning the part of the website
accessible to the public, made available on 1 July
2006. In 2007 the private area will be completely
redesigned keeping these new perspectives in
mind.
(more than 6 logins per month per active Customer).
With regard to banking operations, we point out
that:
• 9,605,119 information requests (current account
balances, transactions, instruction results etc) were
made, up 20% over 2005;
• Customers giving bank instructions rose from
62,640 in 2005 to 79,066, up 26%;
• the number of instructions (bank transfers, bank
slips, automatic transfers, payments against notice,
etc) totalled 1,131,608, up by 31 % over 2005;
• on-line trading again reached record highs in
2006 with 406,927 stock exchange transactions
performed compared to 325,313 in 2005 (+25%).
This result is slightly higher than that of the overall
Italian market performance. Indeed, the average
daily trading percentage on the Italian Stock
Exchange in the same period was 21% higher than
the previous year, reporting a growth of the market
share as well;
• transactions on funds have reached significant
levels with 25,667 transactions carried out in 2006
(purchases, sales and switches) compared with
18,722 in the previous year (+37%). Market trends
have fuelled this growth, but they are surely not the
only reason for this phenomenon. Since 2005 this
Active We@Bank Customers
140.000
We@bank results for BPM
In 2006 31,157 Customers registered to use We@
bank, a sharp increase over 2005 of 20%. At 31
December 2006, 182,457 Customers signed up for
access to BPM’s Internet Retail service (+ 13% over
the previous year).
With regard to the use of the We@bank service, we
point out that:
• a monthly average of more than 92,000 users
access the private areas of the website (via a login
and password), up from 77,500 in 2005 (+18%);
• on an annual basis, the total number of active
Customers who used the service at least once
reached 130,560 compared to 111,954 in the
previous year, resulting in a 17% increase. The total
number of active clients accounts for 72% of the
total clients registered with the service against 70%
at the end of December 2005 and 69% at the end of
December 2004;
• these clients accessed the We@bank website a
total of 9,481,985 times (+ 20 % over 2005), with an
average of 72 logins/Customers in twelve months
130,560
116.000
111,954
99,518
93.000
83,260
70.000
2003
2004
2005
2006
We@Bank Banking Instructions
1,131,608
1.100.000
900.000
861,868
700.000
500.000
641,800
424,869
300.000
2003
2004
2005
2006
99
sharp increase has been the result of more intense
usage of more sophisticated services on the part of
the Customers and therefore greater maturity in the
use of We@bank
Accessible We@bank
Accessible We@bank is the version of individual
Customer home banking service devoted to the
otherwise abled.
This service makes it possible to navigate and
use the principal functions involving the giving of
instructions and requesting of information already
available in the “traditional” version of We@bank,
by using special technology to allow these functions
to be used by the otherwise abled.
Its various features include the possibility of
modifying the viewing mode, enlarging the
characters or increasing the contrast, and the
possibility for the blind to use a specific screen
reader to read web pages.
During 2006 over 7,289 Customers used Accessible
We@bank involving a total of more than 62,010
logins and 7,748 instructions.
On-line security
The public portion of the website has been made
even more secure with the application of an https
scheme that protects data through encryption.
In general terms, security of the private area of the
website has been strengthened through the use of
a second password (see image below) previously
used to confirm all instructions placed in the private
area.
Lastly, use of the second password has been
optimised through the request of only 2 codes
so that as a result the possible combinations are
widened.
inLineaNet
In 2006 the number of Customers and instructions
rose sharply, even in light of the legislative changes
brought about by the Bersani Decree, which requires
all businesses to use on-line instruments. The
number of new users of this service totalled 15,068,
for a total of 48,618 Customers, equal to 49% of the
total business Customers, up 10% from 2005.
The number of F24 forms collected in 2006 totalled
234,758 against 94,858 in 2005, up 247%.
On-line Documents
The “On-line Documents” service has been active
since March 2004 and is available to both individual
Customers using We@bank and corporate Customers
using inLineaNet. The On-line Documents service
allows users to receive accounting documents that
the bank would normally send via post directly online inside a personal file within the private area of
the website. These documents refer to:
• banking transactions such as bank transfers,
account transfers;
• the sale and purchase of securities;
• other types of transactions such as automatic
transfers, reversals, collections;
• bank statements and securities in custody;
• summary documents from 1 January 2007.
The service continues to be very successful. The
percentage of Customers signed up for the service
as at 31 December 2006 grew by 69% compared with
December 2005. Accounts registered for the service
equal more than 87% of active Customers using
Internet services (monthly figure at December 2006)
and more than 52% of all existing Customers (for
branch 599 Customers, the percentage exceeds 70%).
Figures for On-line Documents services
We@bank + inLineaNet
2006
2005
143,300
98,000
Bank statements produced
1,100,000
500,000
Documents produced
7,100,000
3,200,000
Saving by Customers (in euro)
1,430,000
1,250,000
Accounts registered for the service
Figures for inLineaNet
2006
2005
44,696
24,790
Total no. site accesses
5,005,690
4,142,591
Total no. information requests
5,170,895
4,245,279
13,051,805
6,364,934
Average active Customers in a month
Total no. instructions
100
BPM
response to
customer
feedback
Patti Chiari
Transparent
communication
Banca Popolare di Milano has adopted from the
outset the eight initiatives taken as part of the project
sponsored by ABI (Italy’s Banking Association) with
the goal of improving bank-Customer relationships,
by basing Customer engagement on the values
of clarity, fairness, ease of understanding and
comparability of the various choices on offer.
After obtaining quality certification in 2004 for each
of the 8 initiatives, BPM maintained this status in
the three-year period from 2005 to 2007 thanks to
its correct provision of the 8 services, confirming
its commitment to introducing the transparency
principle to the market.
In addition, BPM has adhered to the initiative within
the ambit of PattiChiari called Cambio Conto, which
aims to provide greater information on procedures
regarding the mobility of Retail Customers in relation
to current account products (in application of the
Bersani Decree) through a process that is clear,
simple and efficient, thereby guaranteeing:
• a list of services regulated on the account being
closed/transferred;
• the automatic transfer of collections;
• the monitoring of timing for closing the account.
By the end of 2007, the initiative will ensure that all
services linked to the account are fully transferred.
Awareness of Patti Chiari
2006
2005
I am aware of the initiative
44.20%
44.20%
I have only heard of it
38.15%
38.45%
6.05%
5.75%
55.80%
55.80%
I am well aware of the initiative
I am not aware of the initiative
In order to understand and monitor knowledge of
the project, in 2006 BPM asked Customers whether
they are aware of Patti Chiari as part of the wider
Customer Satisfaction survey. The data reported in
the table below show how awareness of the initiative
has improved among those who have already heard
of it, while more attention should focus on informing
people who are not aware, the percentage of which
remains unchanged.
Guide
to the initiative
for the Customer
List of services regulated
on current account
available at branch
Half-year monitoring
of closing periods
(report on periods
available
at branches from
June 2007)
Automatic transfer
of charges managed
by the automatic
transfer service
October 2006
December 2006
February 2007
Automatic
transferability of all
services activated
on the account
December 2007
Source: Patti Chiari Consortium
101
Controversial
Patti
Chiarimarkets
Law no 185/90 governs the exchange of arms within the context of foreign defense policy and its compliance with the
Banca
Popolare principles
di Milano of
hathe
aderito
dall’inizio
fundamental
Italiansin
Constitution.
alle otto iniziative realizzate nell’ambito del progetto
promosso dall’ABI con l’obiettivo di migliorare
2006 report
on the technical
operations
of BPM:
i rapporti
allo sportello,
improntando
il dialogo
con1.la The
clientela
ai valori
di chiarezza,
correttezza,
application
of our
policy of July
2005, which does not entail taking part in financing transactions that concern the
comprensibilità
e
comparabilità
delle
offerte.
exportation or importation of arms, resulted in 2006 in a further significant reduction in the number of collections (14
compared with 31 in 2005) and the related volumes authorised (Euro 18,216,000 compared with Euro 43,638,000 in 2005).
Dopo
aver ottenuto nel 2004 la certificazione di
In 2006
payment
of a 8
brokerage
of Euro 1,576,000
was authorised and Euro 771,000 was collected within the context of
qualità
perthe
ciascuna
delle
iniziativefee
previste,
BPM
ha mantenuto
tale riconoscimento
anche
per il 2005
an inter-governmental
co-production
programme
for which no prior authorisation is required.
grazie ad una corretta erogazione degli 8 servizi, a
riconferma dell’impegno nell’attivazione dei principi
2. Product recipient countries suffered a decrease and were: France, Great Britain, Greece, Ireland, USA, India and Turkey
di chiarezza
sul mercato.
receiving a very small provision.
Per comprendere e monitorare la conoscenza
del Although
progetto,underlining
BPM ha inserito
la rilevazione
della issue of relations between banks and the activities governed by Law no
the controversial
and complex
notorietà di Patti Chiari presso la propria clientela
185/90, BPM has revealed that in 2007 it intends to further dramatically reduce its technical operations by applying even more
all’interno
dell’indagine più complessiva sulla
restrictive
and selective criteria than those contained in Law no 185/90, both for products and for recipient companies.
Customer
Satisfaction.
I dati
riferiti
un continuo
BPM
also alla
confitabella
rms thatcomporteranno
around January 2008
it will produce a report on 2007 and will continue its long-standing practice
sforzo nelle attività di informazione, individuando
organising a meeting with important NGOs and with Banca Etica. On this occasion BPM will also make known by when it
nel of
contempo
gli strumenti più idonei per
intends
defile
nitively
leave
this market.
comunicaretocon
diverse
tipologie
di clienti.
2004 – 2006 technical operations trend
102
year
ministerial authorisations
amount authorised for collection hgfsrsreagfssgsgsfss
2004
2005
2006
n, 32
n, 31
n, 14
euro
euro
euro
57,946,000
43,638,000
18,216,000
BPM
response to
customer
feedback
Customer protection,
prevention and
solving
of problems
Handling of complaints
Complaints represent an important opportunity
for listening and responding to Customers, with a
view to maintaining the quality of the service and
overall satisfaction of Customers. They are handled
by the Complaints Office, which usually resolves the
problems directly, so that Customer recourse to the
Ombudsman is minimal.
A total of 2,325 complaints were received during the
course of 2006, almost all of which in writing. This
number is lower than in 2005. Complaints on the
charging of interest have been nearly eliminated,
while some complaints remain on securities that
in the past few years have gone in default. There
has been a slight increase in complaints in the
tax segment, especially in relation to F24 forms.
New complaints have arisen following the changes
brought about by the Finance Act, particularly with
regard to successions.
Complaints by type
2006
2005
Accounts
624
560
Investment products
595
666
Financing products
355
814
Payment and collection services
581
475
36
43
134
142
2,325
2,700
Insurance policies
Miscellaneous
Total
103
COMMITMENTS: steps taken and new objectives for improvement
Objectives for improvement set out
in the 2005 Social Responsibility Report
104
State of play
at the end of 2006
Steps taken
Development of projects in support of young families and
atypical workers.
Accessibility to credit.
100% mortgage.
J
• Procedural analysis has been started.
• The 100% mortgage project has been
realised and marketed.
Development of the multi-ethnic bank with initiatives
specifically targeted at the immigrant population.
Multi-lingual call centre operators.
Multi-lingual corners in branches.
J
• 8 mother-tongue operators speaking French,
Arabic, Romanian, Spanish and English have
been hired for BPM call centres.
• Video-consultancy areas have been set up in
6 BPM branches.
Development of a project to strengthen ties with the nonprofit sector/social economy.
Implementation of specific measures.
J
• The product and service offerings and
online fund collection services have
been changed.
Basel 2 project to assist SMEs with this transition.
Establishment of loans to fund development.
J
• Collaborations with trade associations
to introduce financing solutions to help
businesses competative markets have
continued.
Supplementary retirement savings project aimed at both
workers and companies.
Training/ Information activity.
J
• The initiative has been launched.
Start of continuous monitoring of Customer Satisfaction.
Second survey.
Extension to other banks in the Group.
J
• The second edition of monitoring has
been realised. Since 2006 it has been
extended to other banks of BPM Group,
for a total of 6,600 Customers involved.
Rationalisation and simplification of range of products
and services.
Continuation of the review process.
J
• The simplification of the Product
Catalogue has continued and has
resulted in the significant decrease
of type of current accounts offered to
Customers, with a view towards greater
transparency and efficiency for the sales
network.
Territorial social dialogue workshops” with “players” and
companies. Organisation of the first “round tables” on
certain key topics concerning the bank/markets relationship.
J
• The line of products created and
marketed is constantly being widened.
Territorial social dialogue workshops” with “players”
and companies. Organisation of the first “round tables”
on certain key topics concerning the bank/markets
relationship.
K
• A project feasibility study has been
drafted. Financing for the phases
foreseen for 2007 and 2008 are still
being evaluated.
Objectives for further improvement
Outlook for 2007
Monitoring of Customer Satisfaction.
• Research on SME and individual
Customers widened to improve
knowledge on these segments, even
in terms of needs and expectations.
Development of the multi-ethnic bank with initiatives specifically targeted at the
immigrant population.
• Collaborative relationships built
with the most important ethnic
communities in Italy.
• Training provided to foreign
entrepreneurs, in partnership
with ASIIM – Associaion for the
Development of Immigrant Enterprise
in Milan.
• Examination of specific projects aimed
to integrate multi-ethnic personnel
into branches and create multi-ethnic
loan brokers.
Simplification of Customer-bank relations.
• Methods for accessing services
simplified.
105
The Parent Bank BPM
Members and
Shareholders
107
Policy guidelines
BPM is committed to dealing with its Members and
Shareholders in accordance with its mission and
guiding principles. More specifically, it intends to
pursue the following key objectives:
• to create value over time for all its Members and
Shareholders as a result of rigorous, business
management that, by ensuring a solid capital
base, produces a constant growth in earnings,
productivity, development and control of risks;
• to strengthen its identity as a leading co-operative
bank known for its wide, diverse membership base
unified around its mission;
• to seek a model of governance firmly tied to the
principle of responsibility and transparency that
allows the different components of its membership
base to be represented.
108
social responsibility report > bpm group social policies report > members and shareholders
An overview
Co-operative banks represent an important player in
terms of their territorial presence and the role they
play in developing local business.
In recent years they have significantly increased
their importance within the Italian banking industry,
while at the same time taking on the challenge of
change with a series of aggregations and transformations.
These changes have not significantly changed their
business models – which continue to be a territorial banking one – while their co-operative format
has facilitated a kind of development that respects
traditional relationships between the bank, Customer and community, by fostering “proximity” to the
Customers concerned.
In this way the benefits of our country’s economic,
social and legal tradition are brought to the fore.
In this context BPM is committed to satisfying the
expectations of its Members and Shareholders
by implementing with constancy and graduality a
banking model that is ever more efficient, solid and
profitable and socially responsible, which seeks to
help local enterprises to grow, thereby offering a
perspective of long-term value to their investment.
analysis of share capital made up of 415,034,231 shares (distribution per agggregations and relative % of shareholding)
Partner Shareholders - 4.02% **
holding 16,674,760 shares
Other Shareholders - 32.20%
Large Shareholders - 8.41% *
Institutional Investors - 55.37% *
* Institutional Investors and Large Shareholders with more than 100,000 shares.
** Partner Shareholders (3.42% CM-CIC Group - 0.59% Fondazione Cassa Risp. Alessandria)
109
Shareholder
composition
BPM is a limited co-operative company whose share
capital consists of shares listed on the Milan Stock
Exchange in the S&P MIB segment; it combines
the characteristics of a partnership with those of a
limited company in compliance with the complex
rules that regulate the market.
Its co-operative nature (which treats the
relationship between people as fundamental
and focuses on developing mutuality between its
Members) combined with the recourse to capital
markets determines and influences its shareholder
and corporate structure; in fact, this consists of a
large number of small individual Shareholders and
a smaller number of Large Shareholders, Partner
Members/Shareholders and Institutional Investors
who hold a significant portion of share capital.
The breakdown of shareholdings by type and
size shows that BPM has been able to grow while
continuing to be a co-operative and at the same
time to acquire a large number of professional
investors among its Members and Shareholders
who mainly invest in the Bank’s stock on a medium/
long-term basis.
More specifically, the strategy of seeking alliances
with partners interested in long-term investment
and commercial agreements, has led BPM to make
cross-shareholdings with Fondazione Cassa di
Risparmio di Alessandria and the group headed up
by Federale du Credit Mutuel Centre Est (C.I.C.).
Based on the information received by BPM
and disclosures to CONSOB, at 30 June 2007,
the following shareholders held “significant
shareholdings”:
analysis of share capital consisting of 415,034,231
shares held by 90,818 members and shareholders
Total Members 50,319 (55.40%) No. Shares 97,662,922 (23.53%)
Total Shareholders 40,499 (44.60%) No. Shares 317,371,309 (76.47%)
Institutional Investor Shareholders (54,73%)*
Total: 279 with 227,136,546 shares
Italian residents: 53,049,663 shares
Foreign residents: 174,086,883 shares
Other Members (18.88%)
Total: 50,288 with 78,359,363 shares
Large Shareholders (7.01%)*
Partner Members (2.60%)**
Partner Shareholders (1.41%)**
Large Shareholder Members (1.40%)*
Other Shareholders (13.32%)
Total: 40,185
Institutional Investor Members (0.65%)* Total: 19 with 5,819,879 shares
with 55,275,778 shares
* Includes only Large Shareholders and Institutional Investors with more than 100,000 shares
** Partner Members and Shareholders (3.42% C.I.C. Group - 0.59% Fondazione Cassa Risp. Alessandria)
110
Restriction on share ownership and terms
of admission to Membership
Share capital
for Large Groupings
2006
Number
Shareholding
Foreign Funds
108
76,483,356
Italian Funds
16
8,485,665
124
84,969,021
32
15,766,373
Grouping
Total Funds
Foreign Pension Funds
Italian Pension Funds
0
0
32
15,766,373
Total Funds and Pension Funds
156
100,735,394
Accredited Foreign Investors
86
82,863,522
Accredited Italian Investors
42
46,218,300
Total Accredited Investors
128
129,081,822
Total Institutional Investors*
284
229,817,216
11
14,205,673
Total Pension Funds
Foreign Strategic Partners
Italian Strategic Partners
1
2,469,087
Total Strategic Partners
12
16,674,760
Large Foreign Shareholders*
8
10,399,074
Large Italian Shareholders*
41
24,508,040
Total Large Shareholders
49
34,907,114
8,614
11,900,055
243
129,295
81,616
121,605,791
Total employees
90,473
133,635,141
Total Members and Shareholders
90,818
415,034,231
Total BPM employees
Total BPM GROUP employees
Other Shareholders
Total other shareholders and
* Includes only Large Shareholders and Institutional Investors
with more than 100,000 shares
Declarer
Direct shareholder
Julius Baer Invest.
Manag. LLC
Julius Baer Invest.
Manag. LLC
Caisse Federale du
Crédit Mutuel Centre
Est Europe (CM-CIC
Group) **
Adepi, Placinvest,
Cicor, Cic
Partecipations,
Credit Industriel
et Commercial
SA, SofiHolding3,
Gestunion3, Acm Vie
SA, Acm MUT, Iard
The admission of new Members is also governed
by the articles of association and by a specific
resolution concerning “rules for the admission of
Members and management of the relationship”
which:
• confirms the establishment of the “Members’
Relations Commission”, comprising Directors with
powers to review applications for membership
admission and to exclude Members;
• defines requirements and procedures for the
admission of new Members. Admission depends
on the prospective Member’s effective espousal
of the Bank’s aims, its objective interests and its
co-operative spirit. This requirement is deemed
to be satisfied if the application is presented by a
Shareholder with a minimum holding of 100 shares
and is accompanied by a written undertaking to
maintain this number of shares over time;
• establishes the conditions and procedures for
cancelling a Member;
• outlines the criteria for maintaining the Register of
Members and Register of Shareholders;
• defines the procedures for granting any special
treatment or benefits to Members.
Share % of
share capital
2.058
3.42
Amber Capital LP
Amber Capital LP
2.160
Credit Suisse Group
Credit Suisse
International, Credit
Suisse Securities,
Credit Suisse
2.552
Jp Morgan Securities
Limited
2.675
JP Morgan Chase & Co.
Corporation
Article 21 of the BPM articles of association and
article 30 of the Banking Act1 specify limits on
share ownership. As a result of reports received
from intermediaries in relation to payment of
the 2005 dividend, BPM has served notice on 20
shareholders that they have exceeded the 0.50%
shareholding limit.
1
** CM-CIC Group holds a convertible bond loan maturing in 2009 and
composed of 25,568,181 convertible bonds with a ratio of 1 share per bond
with a unitary value of Euro 7.04.
Article 30 of the Banking Act: “No shareholder’s interest may
exceed 0.50% of the share capital. As soon as it becomes aware
that this limit has been exceeded, the Bank serves formal notice
of the breach on the shareholder concerned. The excess shares
must be sold within a year of such notice; after this deadline,
the related rights pertaining to these shares are acquired by the
Bank until their disposal.
The above-mentioned limit does not apply to mutual investment
funds; the relevant limits in such cases are those imposed by the
rules of the fund concerned”.
111
Membership is cancelled if Members breach
their contractual obligations to the Bank, while
membership is forfeited if a Member no longer owns
any shares. For the purposes of correctly presenting
its shareholder base, once a year BPM cancels all
those names from its Register of Members who are
no longer owners of its shares.
The number of membership admissions
and cancellations/forfeitures
2006
2005
735
545
–
–
Members admitted
Applications rejected
Memberships cancelled
Memberships forfeited
14
8
4,650
4,159
In a co-operative company, Customer Members/
Shareholders and Employee Members/
Shareholders are a fundamental part of the
shareholder base: in fact both categories are tied
to the Bank not only by the fact that they have
invested in its shares, but also by the nature of the
Customer and Employee relationship that binds
them to the co-operative.
Customer Members, with the multitude of
transactions undertaken in the normal course
of banking business, and Employees, by virtue
of the services performed for Customers, have
theoretically conflicting interests, which actually
complement one another and converge in the
general interest of the business.
Customer and Employee Members and Shareholders
Customers
No. Members and
Shareholders
Individuals
Companies/Entities
Total
Total Employees
No. No. Members and
of shares
Shareholders
38,112
52,590,079
403
1,660,251
38,515
54,250,330
8,614
8,614
Total
No. No. Members and
of shares
Shareholders
11,900,055
11,900,055
No.
of shares
46,726
64,490,134
403
1,660,251
47,129
66,150,385
Customer Members/Shareholders account for 42.40% of total shareholders, while Employee Members/Shareholders (including under-age children represented) amount to 9.48%, and respectively represent 13.07% and 2.87% of the capital.
Territorial distribution of Members and Shareholders
Members
Shares
Shareholders
Shares
Area
Milan and Province
31.053
52,682,855
10,622
65,574,495
Lombardy
9,777
16,216,729
6,509
10,129,617
Latium
2,160
1,968,015
2,179
7,263,178
Apulia
1,168
1,007,326
1,352
670,398
4,984,253
Emilia Romagna
3,271
8,545,644
5,205
Piedmont
1,343
4,822,854
2,670
8,578,077
Other regions and abroad
1,547
12,419,499
11,962
220,171,291
50,319
97,662,922
40,499
317,371,309
Total
The analysis of Members/Shareholders by geographical area shows a shareholder base that is consistent with the Bank’s territorial roots, which
are concentrated in Lombardy.
112
Value creation and return
on capital employed
2006
2005
415,034,231
415,034,231
13,138
9,246
Maximum official price
for the year
13,40
9,74
Minimum official price
for the year
8,93
6,35
5,452
3,847
2,960,312
2,935,416
398,680
258,980
145,261
62,255
0.96
0.62
13.7
14.8
Number of shares in issue
The creation of value for Members and Shareholders
and all other stakeholders takes place in a
harmonious balance of interests and on the basis
of a gradual development strategy designed to
safeguard the Bank’s profitability and assets. The
amount of assets, the outlook for earnings and the
ability of management are fundamental determinants
of enterprise value; in the case of a listed company
like BPM this value is reflected in the market value
of its shares. Following the success of its ambitious
2004/2006 strategic plan, BPM further increased its
credibility. Today is considered a solid, well-managed
and trustworthy group. BPM’s outstanding business
performance is also reflected in the performance of
its stock price, which from 2004-2006 rose more than
150% from Euro 5.2 at the end of 2003 to Euro 13.1
at the end of 2006, ranking among the highest in the
period. The growth in dividends for shareholders
is another aspect linked to the Group’s higher
profitability; in the three-year period dividends grew
from Euro 0.12 to Euro 0.35, an increase that amounts
to an average return of 3.3%.
After the strong progress already made in 2005
(+41%), BPM stock turned in yet another positive
performance in 2006, enjoying an increase of over
42% and fluctuating between a minimum of Euro 8.93
on 13 June and
a maximum of Euro 13.4 on 20 December. An average
of more than 3.3 million shares were traded per day,
with a peak of over 15.8 million on 17 May 2006.
Last official price
for the year
Stock capitalisation
at year’s end
Equity (in thousands of Euros)
Declared dividends
Earnings per share (Euros)
1
Price/Earnings (P/E)
Dividends per share
Yield per share
Equity per share
(euro)
2
Price/book value (P/BV)
0.35
0.15
3.31%
1.62%
7.13
7.07
1.84
1.31
1 P/E indicates the ratio between the market price of the
company’s shares and its earnings per share.
2 P/BV indicates the ratio between the market price of the shares
and the value of the company’s equity reported in its financial
statements (book value) divided by the number of shares.
February 2007 resolved on a free increase of share
capital from Euro 3 to Euro 4 of the nominal value of
the share by extracting the amount from the reserves.
The extraordinary shareholders meeting of 15
Bpm Stock price performance
14.00
13.00
12.00
11.00
10.00
9.00
35000000
30000000
25000000
20000000
8.00
15000000
7.00
6.00
10000000
5.00
4.00
5000000
0
04 04 04 04 04 04 05 05 05 05 05 05 06 06 06 06 06 06
1- 3- 5- 7- 9- 1- 1- 3- 5- 7- 9- 1- 1- 3- 5- 7- 9- 1-0 3-0 5-0 5-0 2-0 2-1 4-0 4-0 6-0 7-0 7-0 7-1 6-0 8-0 1-0 1-0 1-0 9-1
2
0
1
1
1
0
0
0
0
0
0
0
0
0
0
0
0
0
0
113
BPM ratings
Another important aspect relates to
communications and dealings with rating agencies
who help, through their research and opinions, to
strengthen the bank’s image with investors and
savers.
These relationships are vitally important because
they are meant to ensure that rating agencies have
a clear picture of the business’s strategy, thanks to
direct contact with its top management.
Through their periodic meetings with such agencies,
the bank’s top and senior management has sought
to provide a constant source of information on the
BPM Group’s activities and strategies. Throughout
the year “conference calls” are set up, especially
when presenting the results for the period, a
Strategic Plan or during special events that are very
important for the future strategies and economicfinancial prospects of the Group.
BPM allows itself to be rated by the leading rating
agencies every year. In 2006, the three agencies
indicated below confirmed their rating.
Rating agency *
Long-term Short-term
debt
debt
Outlook
Moody’s
A1
P-1
stable
FitchRatings
A
F1
stable
Standard & Poor’s
A-
A-2
stable
*data updated as at 31/07/2007
Key:
Medium- Long-term
Standard & Poor’s: A-; Strong capacity to pay interest and principal, but a certain sensitivity to the adverse effects of change in circumstances
or change in economic conditions.
The “+” or “-” sign indicates the relative position in the rating scale.
Moody’s: A1; Medium-high quality bonds. The factors guaranteeing principal and interest are adequate but there are elements of skepticism on
their ability to remain as such in the future. The numbers from 1 to 3 indicate the position within the rating class (3 being the worst).
Fitch: A; The rating signifies a low expectation of credit risk. The current capacity to honour financial commitments is considered to be strong.
However, this ability may be vulnerable as a result of changes in economic circumstances; the “+” or “-” sign indicates the relative position in
the rating scale.
Short-term
Standard & Poor’s: A-2; Satisfactory ability to honour financial commitments on their due date. The level of safety is less high for securities
rated as A (A-1 is the highest level; A-3 the lowest level).
Moody’s: P-1; The issuer has a strong capacity to settle its obligations in the short term.
Fitch: F1; F2; Good quality of credit. A satisfactory capacity to honour financial commitments in the short term, but the margin of safety is not as
high as in the case of higher ratings (F1 highest level; F3 lowest level).
Outlook
Positive means that the rating could increase - Negative means that the rating could decrease - Stable means that the rating is not likely to
change - Development means that the rating could increase or decrease.
114
Participation and
satisfaction of Members
Participation in the general meeting is a privilege of
Members and represents an important occasion for
meeting and exchanging ideas, but above all it is a
time when every Member can affect the company’s
management through the debate and vote on the
appointment of its Directors, through the approval
of its financial statements and through the other
ordinary and extraordinary decisions that fall to the
Members by law.
In the case of BPM – a co-operative with widely-held
shares – this participation is even more important
since all the Members carry equal weight and
importance. In fact, every Member has one vote
regardless of the number of shares held and, in
order to ensure that all members can effectively and
properly exercise their rights – foremost of which
the right to take the floor on the matters being
discussed – the Bank communicates the principal
dates and events in its corporate calendar promptly,
clearly and transparently.
The orderly conduct of general meetings is
governed by a set of Regulations for General
Meetings while controls on the proper formation of
the meeting are performed using a modern, tried
and tested organisational set up and one of the
best available software packages for running such
meetings.
the widest and most informed participation at
its general meetings. During 2006 it developed a
special technical/organisational procedure making
it possible to issue in real time – and at all the
Bank’s branches (irrespective of the branch where
the securities are deposited) – the document
needed for admission to the general meeting. This
document is a further concrete example of how
committed the Bank is to encouraging and making
it easier for its Members to participate in the Bank’s
corporate life and general meetings.
In keeping with the principles and values that
have characterised the Bank’s co-operative model,
BPM has initiated a series of measures designed
to encourage dialogue with its Members and
Shareholders and their involvement in the various
activities promoted by the Bank. These measures
envisage specific forms of communication and
dialogue as well as the “Members Value Line”
– reserved exclusively for Members/Customers
– which provides benefits on bank products and
services. During 2006, the “Linea” service was
widened on the basis of the results emerged from
the dialogue and feedback initiatives.
General meetings report a good attendance
every year and the introduction of the list voting
system, of proxies and the right of minorities
to be represented, has increased participation,
strengthening the special type of corporate
democracy that characterises the Bank’s
governance.
In compliance with the law and its articles of
association, the Bank has always encouraged
Participation in Ordinary Meetings
by type of Members
2006
BPM Employees
BPM Group Employees
Under-age Children of BPM Employees
Under-age Children of BPM Group Employees
2005
In person
By proxy
In person
By proxy
1,301
156
960
58
43
5
45
–
-
493
–
398
-
5
–
5
Total Employees
1,344
659
1,005
461
Total Other Members
1,430
1,924
803
864
Grand total
2,774
2,583
1,808
1,325
Total Voters
5,357
3,133
115
The value of communicating
Members’ involvement in the corporate life
and the interest of shareholders in knowing
strategic decisions and management data are
vital elements to efficient communication. As a
listed company BPM conducts its dealings with
Members, Shareholders and the financial market
in full compliance with the rules requiring it to
communicate on a continuous, fair and transparent
basis that guarantees parity of information to all
concerned.
To improve communication, the Bank has long used
specific methods and channels for informing and
communicating with its Members and Shareholders
such as:
• the Social Responsibility Report, as a method
of informing, communicating and reporting to its
stakeholders (in the case of Members also with the
involvement of the Members’ Associations);
• the letter to Members and Shareholders, as an
effective instrument for communicating once a
year the main events affecting the Bank and its
performance;
• the Bank’s website with a specific section devoted
to “Shareholders and Members” and another
dedicated to institutional investors.
Relations with institutional investors
The Investor Relations function handles financial
communication with analysts and institutional
investors in accordance with the following goals:
• to ensure timely, accurate reporting that allows
users to form a correct opinion of the company’s
economic-financial performance and prospects;
• to maintain a high level of knowledge about the
BPM Group in Italy and abroad, and if possible to
raise it;
• to seek constant development of relationships
with institutional investors.
In order to achieve these goals BPM adopted a
precise programme of communication during 2006;
this programme involved periodic meetings with
the financial community at the time of presenting
the annual and interim results. A series of road
shows were also planned with the aim of presenting
BPM to the main international financial markets.
The subsequent table summarises the number and
nature of the various encounters taking place in
2006.
In 2006, the presentation of the 2007-2009
Strategic Plan held last July marked a particularly
important event. To illustrate the Group’s economicfinancial strategies to investors, last July a
conference call was set up to present the plan that
enabled the most important analysts/investors in
Italy and abroad to interface with top management.
Afterwards, meetings with Italian investors were
organised as well as an international road show
whose destinations included London and the main
US financial markets.
This table clearly shows the attention given to and
shown by institutional investors in BPM. On the one
hand there were over 130 direct visits to the Bank
by leading analysts/domestic and international
The Members Office is responsible for handling
relationships with Members and Shareholders
through use of the website www.bpm.it (Members
and Shareholders section), the toll free number
800 013 090 and, in partnership with the External
Relations Department and Institutional Investors
Relations Department, the annual letter to Members
and Shareholders.
The Members Office also manages the desk devoted
to Members and Shareholders located in the new
“Bezzi” Service Centre in Via Massaua 6, Milan.
Contacts with Institutional Investors and Brokers
One-to-one meetings
and/or conference calls
116
Presentation to the financial community
and Conference Call
Road Show
Meetings held
with groups of investors
One to One
Investors present
Total
2005
162
66
68
174
470
2006
129
47
84
462
722
investors, while on the other BPM organised
periodic meetings/conference calls with the Italian
and international financial community.
Banca Popolare di Milano dedicated 17 days in 2006
to international road shows, making a total of over
131 contacts. The main destinations were London,
Edinburgh, Paris and Frankfurt in Europe and New
York and Boston in the United States.
BPM also organised meetings in Milan with leading
Italian fund managers to raise awareness of the
BPM Group on the domestic market.
In 2006, visits by “Ethical Funds” continued and
which, with their emphasis on sustainable growth,
are destined to become an increasingly important
stakeholder in the future, thereby confirming the
interest of this category of investors in BPM.
The Investor Relations function uses a wide range
of instruments in its activities, some of which
aimed at all Members and Shareholders, others
at specific categories of investors. Among these
is the Bank’s website (www.bpm.it), in addition
to the aforementioned letter sent out to Members
and Shareholders at least once a year and usually
involving a comment by the Chairman and one by
the General Manager.
INSTITUTIONAL INVESTORS
Top 50 institutional investors –
portion of share capital per geographical area
Other 4%
Ireland 6%
Swiss 14%
UK 19%
Germany 8%
Italy 8%
US 18%
France 23%
Source: Thomson Financial –
Top 50 institutional investors at March 2007
Top 50 institutional investors
percentage by type of investment
GARP 27%
Index 6%
Growth
44%
Value
23%
The Investor Relations page contains a good deal
of useful information for investors: staff members,
the financial calendar for the year, press releases,
all the presentations to the financial community,
financial reports and the corporate governance
report. This section provides an up-to-date record of
easily consulted documents, information and news.
VALUE style of management is based on effective value
and tends to privilege investment decisions based on the
analysis of company fundamentals. It is an investment
strategy that selects company stocks that are undervalued
by the market and whose price is low compared to the
company’s level of dividends, profits and accounting value.
The website is constantly updated both in terms
of technology and content, allowing anyone to
have access to information and economic-financial
figures in real time and thus fully satisfying the
legal requirements regarding the publication of
such data.
GROWTH style of management is based on growth and
tends to privilege companies with a high potential of
development that can offer innovative technologies.
It is an investment strategy that selects stocks with a
high potential for increasing value and mainly based on
expectations of profitability of the products and services
offered and thus on the value of a company regardless of
traditional parameters of analysis.
GARP (Growth At a Reasonable Price): investment in stocks
that offer an attractive prospect for growth and value ratio.
The main goal is to identify “underestimated” earnings
within the stock market and choose a stock whose price
does not yet fully reflect its potential.
INDEX management strategy has the sole objective of
replicating market performance without trying to obtain
high performance. The main advantage is lower costs,
possibly even much lower than the costs of so-called
“active” funds. This difference is due to lower management
costs.
117
Participation of
Employee-Members
Members’
Associations
BPM’s co-operative nature and special type
of governance encourages share ownership
by its Personnel: this occurs with the utmost
transparency, in compliance with existing laws and
the BPM articles of association which, under Article
47 (modified by the Extraordinary Shareholders’
Meeting of 15 February 2007) also sets aside 5%
of gross earnings for all employees, delegating
to the Board of Directors the forms and methods
of payment. The Board may attribute all or part
of the sum to the Bank’s shares at the reference
value calculated as the average market price of
the company’s shares identified 30 days prior to
allocation.
As part of measures to maximise the principle of
participation by Employee-Members and in keeping
with the goals of enhancing the Bank’s specific
model of governance, its Board of Directors voted
in April 2007 to distribute the earnings due to
employees in the form of shares. Employees were
then given the option to confer these shares on the
“BPM employees share ownership scheme for 20042009”.
The table below reports the performance of the first
three years of the scheme.
The articles of association give minorities the
right to be represented on the Bank’s corporate
bodies and provide for a list voting system for
the appointment of such bodies. This encourages
Members to group together into “Associations”
which present lists of candidates for election as
representatives on the Board of Directors and Board
of Statutory Auditors.
The Bank engages with Members’ Associations,
receives complaints and proposals, and, in
compliance with rules governing the right of
information required for listed companies, it
extensively reports its figures and other relevant
information.
There are three associations which played an
important role in the general meeting of May 2006
and which are represented on the Board of Directors
and Board of Statutory Auditors: the Friends of
Banca Popolare di Milano Association, the Together
for Banca Popolare di Milano Association and the
Non-BPM Staff Members Committee.
The following presentations prepared by the
associations themselves (without any editing by
the Bank) are reproduced in order to get a better
idea of their characteristics and goals and who they
represent.
Employee share ownership scheme
2006
2005
2004
Entitled employees
6,686
6,785
6,890
Registered employees
4,691
5,112
5,104
2,021,659
2,395,774
3,256,457
0.487
0.577
0.784
8,727,058
8,295,686
6,570,430
Shares assigned
% of share capital
Shares conferred
through scheme
118
Friends of Banca Popolare di Milano
Banca Popolare di Milano is a co-operative that has had strong worker participation ever since it was set up. In this
way employee-members have been able to make a constant contribution to the good results and growth of their
company through share ownership and the sharing of strategic decisions, as well as through the vital contribution
of their work and professional ability.
The Bank’s specific corporate form and the one-man-one-vote voting system have allowed employees to increase
their scope of action and competence over time: through their representative association they are able to put
forward their own candidates for a place on the Board of Directors.
The Friends of BPM Association set up in April 2003, as a replacement for the previous representative bodies,
welcomes the family, friends, Customers and employees of BPM Group companies to its membership.
Activities in 2006
Following elections in November 2005 to re-appoint the officers, at the end of January 2006 the Association’s
Chairman, the Governing Council and the Control and Guarantee Committee were elected.
After the bodies were set up, the governance and articles of association working parties continued their activities.
The governance working party provided useful information and analyses on the new investment protection law.
In addition, it examined the progress of the European Commission’s violation procedure on the presumed clash
between the company rules of co-operative banks and the free movement of capital and the establishment of
businesses in Europe. Receiving constant attention from the Association’s governing council, the issue was closed
at the end of the year with the hope that it will be archived.
The articles of association working party presented a series of ideas for widening the Association’s representation
to include family, Customers, retired employees and more specifically employees of the Group.
The issue of widening participation has become a topical one also in view of the general meeting held in May when
the officers were re-appointed and which many of the co-operative’s Members attended.
The Association presented a list of candidates to hold office which obtained the majority vote with 42% of the
votes and resulted in the election of 16 Directors, among which the chairman and 2 deputy chairmen. Although
good results have been achieved, one of the main objectives is still to increase Members’ attendance in meetings
as a highly meaningful sign of participatory spirit.
With a view to encouraging attendance of Members-Employees, the results achieved by the “share allocation to
employees scheme” are particularly satisfying. In its third year of application, more than 4,600 employees with
more than 8,700,000 shares conferred their shares on the scheme (2.10% of the Bank’s share capital).
During the last few months of 2006, the Association carefully examined the changes made to the articles of
association for the wording of Article 47 (changing the distribution of earnings) and discussed the matter in
depth with association members. (The amendment of Article 47 was approved in the extraordinary shareholders’
meeting of 15 February 2007, editor’s note).
The association has more than 7,300 members.
119
Together for Banca Popolare di Milano
Introduction
The “Together for Banca Popolare di Milano” Association was formed as a result of the decision by the
extraordinary general meeting (held on 19 December 2002) to revise the articles of association with the purpose of
“enhancing the role of the different shareholder groupings as members of the Board of Directors... omissis”.
This revision was viewed as being necessary to create BPM Membership Associations into which active, organised
members could group themselves. With the introduction of the list voting system for the appointment of the Bank’s
corporate officers, this change would provide representation for minority shareholders.
Another reason leading BPM to make this significant change in its model of governance was the need to allow
different groupings of Members to define and exercise their role.
The Association’s promoters also aim to encourage the formation of a group that would equally embrace the
participation of retired BPM employees and member Customers alike, in an effort to overcome any feelings of
antagonism, which clearly are not in the Bank’s best interest.
Formation of the Association
A group of former retired employees of Banca Popolare di Milano, all of whom long-standing Members of the Bank,
organised the formation of the “Together for Banca Popolare di Milano” Association with the purpose of:
•
protecting the interests of its Members by bringing them into line with those of the entire body of Members;
• making its members take an active role in the life of Banca Popolare di Milano, directing its conduct and decisions
in order to safeguard and enhance the co-operative banking model and its specific legal and corporate form;
•
identifying potential candidates to hold office in Banca Popolare di Milano and BPM Group companies;
• engaging with the Board of Directors and other governing bodies of Banca Popolare di Milano with a view to
fostering the widest agreement of interests within the membership base;
•
collaborating with other Associations with a similar purpose.
Mission
The Association’s purpose detailed in its articles of association (article 3) has been accompanied by a specific
“mission” statement identifying the following goals:
• to work actively so that the Board of Directors does its utmost to safeguard and protect the Bank’s history and
social tradition, also representing fundamental factors for enhancing and defending the co-operative. Another
commitment resulting from this goal is the encouragement of every initiative, by the Bank itself or others,
designed to enhance the co-operative banking culture in its widest sense.
• as a representative body of a group of BPM Members, working to safeguard and enhance the investment of its
own Members, to review the Bank’s progress and the economic-financial context in which it operates in order to
understand and focus its growth strategies in order to maximise returns.
The Association seeks to maintain an institutional relationship with the BPM Board of Directors, under the
presumption that the latter will undertake to keep the Association regularly informed about the results of the
Bank’s ordinary activities. The Association expects a similar undertaking in respect of extraordinary facts and
events, although with due time allowed for making sufficient reflection on the issues involved.
120
The Association’s governing council undertakes in respect of its members:
• to provide constant, transparent information on a regular basis and using a format that fosters awareness and
motivation in its members;
• o prepare the list of candidates for the Board of Directors, the Board of Statutory Auditors and Board of
Arbitrators of Banca Popolare di Milano. To identify candidates to hold office in companies belonging to the
BPM Group, who have the required experience and skills and demonstrate loyal and staunch support for the
Association’s goals.
As far as banking and growth policies are concerned and bearing in mind developments in the economic
environment and industry as a whole, the Association still firmly believes in the principles that must guide
a co-operative locally-based bank which gives priority to the social and economic problems of its traditional
stakeholders.
The Association is fully aware that the Bank’s good performance depends inexorably and decisively on full
respect for the independence and role of the different corporate bodies and so it is committed to consistently
and loyally observing this prerequisite, hoping that this approach will be adopted by other corporate bodies.
Activities of the Association
Since its establishment, the Association has been confirmed as the second-largest grouping of members
participating in the Bank’s general meetings.
In 2006, for the latest re-appointment of the corporate officers, the Association obtained 31% of the ballot. As
a result, it has representation among the corporate officers in office from 2006 to 2008 through the following
representatives chosen by the Association itself:
Board of Directors Enrico Airaghi and Luca Caniato
Executive Committee Enrico Airaghi
Board of Statutory Auditors Paolo Troiano (auditor) and Giorgio Zoia (alternate auditor)
The Association has always acted to forge a strong bond with its members in terms of organisation and
information. In recent years, close attention has been paid to the problems arising at Community and national
level on the legal status of co-operative banks.
On a broader spectrum, in terms of the effect globalisation has had on the Italian banking system in recent
years, the Association has been responsible in being open to constructive dialogue on the projects proposed
by the Bank’s Board of Directors on grouping initiatives. It is the Association’s belief that against the activism of
competitors BPM should now and in the future be committed to finding suitable solutions that will enable it to
emerge as a winner in the face of market challenges, obviously without compromising the values that BPM has
always upheld in its relations with members and within its local areas.
Registered office
Together for Banca Popolare di Milano
can be reached at:
Address: via Giuseppe Mazzini, 11 – 20123 Milan
Tel.: 02 8050 9134 – Fax: 02 7700 6149
Website: www.assoinsieme-bpm.it
E-mail: [email protected]
The Association has more than 3,000 members.
121
Non-BPM Staff Members Committee
Nature, purpose and organisation
The Non-BPM Staff Members Committee was formed in 1993 at the initiative of Piero Lonardi, a professional
accountant from Milan, and five other founding members, in order to defend the interests of Members of Banca
Popolare di Milano and to ensure that they were adequately represented on the Bank’s governing bodies. This
association particularly addressed the category of Customer-Members and Customer-Savers.
The Committee has its registered office in Via Pietro Mascagni 15, Milan and operational base in Via Mazzini 11,
Milan.
The nature, purpose and organisation of the Committee, as stated in its articles of association, can be summarised
as follows:
•
it is an association of a voluntary nature that does not seek profit;
•
Members and Shareholders of Banca Popolare di Milano may join it.
The Association’s aims are:
•
to safeguard and promote the image, role and economic and financial interests of Banca Popolare di Milano;
• to represent Members of Banca Popolare di Milano, and particularly those Members who are not employees,
safeguarding their interests and representing their opinions with the bank and all institutions, public and private
entities, including through discussion and collaboration with all other BPM Members and its Board of Directors;
•
to promote initiatives and activities that satisfy the aims described;
• to safeguard and defend the bank’s role and co-operative spirit, encouraging the participation of all its Members
in its corporate life, seeking the utmost transparency in corporate communications and in the conduct of general
meetings.
The Committee’s constituent bodies are as follows:
•
the general meeting of Members;
•
the Executive Committee (consisting of five members);
•
the Chairman;
•
the Deputy Chairman;
•
the Treasurer;
•
the Secretary.
Members: 3,900
The Non-Employee Members Committee can be reached at:
Address: via Giuseppe Mazzini, 11 – 20123 Milan
Tel.: 02 7700 3997
Web: www.comitatosocibpm.it
E-mail: [email protected]
122
listening
Listening to
Members
and Shareholders
Through an external company BPM conducted
a motivational and psycholinguistic Qualitative
Survey, which involved:
– in 2005, BPM shareholders and Customer/
Members
– in 2006, BPM shareholders and non-Customers/
Members
The surveys explored the following areas:
• relations with the bank: meaning and experience,
services, type and brand;
• the features, image and company policy;
• the meaning of being Members/Shareholders as
Customers and non-Customers;
– focus on the experience, meaning and
opportunity
of being Members/Shareholders;
– focus on reasons for/interest in
being classified as Members/Shareholders;
• BPM commercial profile: experience, products
and services;
• experience in respect of BPM: interest,
communication, expectations and future scenarios,
optimisation of relationship with BPM as current or
potential Customers.
• evaluation of certain items of the “Members
Value Line” (non-Customers) offering as well as
prospects, initiatives and offers to classify the
relationship with BPM.
Focus groups were set up by a psychologist and the
results of at-home and telephone interviews are
reported below.
The banking sector under development and
opportunities for BPM
The surveys aimed at receiving feedback from
the different target groups show convergent
results. Important developments are taking place
in the current banking sector that feature strong
competitor-driven factors not devoid of risks, but
also new opportunities for banks.
Trends towards bank bundlings and mergers and
evolutions towards large aggregations that are more
efficient and evolved, but at the same time more
anonymous and foreign to the Customer, leaves
ample space for relationships and business.
A growing number of Customers prefer direct
dealings, displaying a greater inclination for
disloyalty.
BPM is the only large bank that the Milanese still
have after losing Cariplo: this heritage of credibility
and image is based on a solid and historic presence
and a strong emotional link with targets.
123
From the sample of interviewees it emerges
that BPM could capitalise on several recognised
competitor values and assets by:
• reinforcing its tradition, historical presence and
strong roots within the local area of Milan and in
Lombardy;
• proposing itself as an alternative option to the
levelling out and globalisation of the large banking
groups;
• creating a stronger link between BPM and the
current success of We@bank;
• giving value to the role of Member and
membership.
BPM enjoys a positive image with non-Customer
Shareholders/Members, which it could further
exploit by expanding its presence in “large cities
and regional areas”.
From Shareholders to Members: two targets
deserving value and involvement
Shareholders (Customers and Non-Customers)
The bond between BPM and its shareholders could
be improved and tightened through specific actions
in which BPM:
• provides specific information and enacts
management policies aimed at stabilising stock
value/return;
• creates a strong and advantageous link between
being a Customer, Shareholder and the holding of
shares and distinguishing features for BPM stock
buyers;
• involves Shareholders by making them
direct targets of membership proposals, special
promotions, sponsored cultural events and mostly
through personalised communication on share and
investment performance and the Bank’s future.
Members (Customers and Non-Customers)
Non-Customer Members show openness and
interest towards BPM, but they need to be
stimulated and receive suitable offers.
It is necessary to highlight Members’ opportunities
and rights and make this status visible and tangible.
Members are an important resource for BPM and
can be more involved in initiatives in which from
potential stand-by Customers they become effective
Customers; it is necessary to make membership an
advantageous and “rewarding” opportunity through
an attractive Programme.
open to dialogue. Interviewees also suggest that
BPM set up a “Member Family” scheme and, for
non-Customers, a first-time membership benefit
package.
Other significant findings
Members’ Profile
Both BPM Customer and non-Customer Members
tend to be older and have an above-average level of
education. They are often unmarried, in tune with
the media, cultured and they love to travel, go to the
theatre and visit exhibitions.
Shareholders’ Profile
Both Customer and non-Customer Shareholders are
in many ways similar to Members, however they
tend on average to be younger, have larger families
and have differing relationships with the media.
They enjoy spending their free time with their
families and playing sports.
For both Shareholders and Members BPM continues
to be viewed as reliable, trustworthy and efficient,
a bank that is independent and deeply rooted at
local level. However, non-Customers underscore
BPM’s lack of innovation and tendency to follow
the standardisations established within the Italian
banking scene.
Very few Shareholders are aware that they can
also become Members and at any rate when asked
directly Shareholders do not show particular
interest in becoming Members as they are
uninformed on what exactly the proposal offers.
Indeed, they are unaware of the one-man-one-vote
mechanism and in general of the participation rights
reserved to Members of co-operative banks.
Non-Customers seem to base their reasons for not
becoming Customers on on-going relationships they
have consolidated with other banks (often due to
the convenient location of that bank’s branches).
Customer and non-Customer Shareholders are in
any event fully satisfied with their investment.
Everyone agrees on and confirms the validity of a
proposal/scheme aimed at increasing loyalty (of
Members/Shareholders) and they suggest that an
advisor be designated to Members/Shareholders.
Non-Customers have indicated that the Bank needs
to increase its “vitality” in involving Shareholders
and Members, while Customers do not shun
benefits on commonly-used bank products.
A specific scheme for Members
The interviewees ask for greater communication,
information and products and services that convey
BPM’s image as a bank that pays attention to its
Shareholders and Members and that is unique and
124
in the 2005 Social Responsibilities Report
To continue to seek alliances with investors with a
long-term investment horizon.
To seek other methods of participation in share
capital.
State of play
at the end of 2006
Steps taken
J
• Dealings with various investors
interested in long-term
investments have continued.
K
• The feasibility of operations
inherent to financial instrument
have been verified.
• Communication project for
Members has been drawn up:
under examination by the Projects
Committee.
• An electronic secret voting
system has been created. The
decentralisation of meeting
notices has been finalised.
Increase in number of communications to Members
and Shareholders (divided by different Targets).
J
Finalisation of organisational aspects to facilitate
even greater participation of Members.
J
Advancement of the Project and the Members Value
Line.
• The Products basket has been
updated.
Monitoring and ultimate reporting of the results
achieved by the 2004-2006 Strategic Plan.
J
J
J
Improvement of the Members and Shareholders section
of the website www.bpm.it to encourage dialogue and
communication (activation of the website).
K
• An analysis on the changes made
to the website format is underway.
J
• A survey has been carried out on nonCustomer Members/Shareholders and
the findings have been processed in
order to have an overall picture of the
relationship between the Bank and
Members/Shareholders.
Enhancement of the Investor Relations office.
More feedback and dialogue with Shareholders,
Members and Member Associations (new edition
of Member surveys extended to non-Customer
Members/Shareholders).
• The office has been enhanced.
• A detailed report has been
produced on the activities
included in the Social
Responsibility Report.
Outlook for 2007
Better payout for Members/Shareholders.
• Changes to the articles of
association and the realisation of
the 2007-2009 Strategic Plan.
J
125
The Parent Bank BPM
Personnel
127
Policy guidelines
During 2006 BPM continued to remain loyal to its
tradition of internal unity and a strong team spirit.
These are values that underpin BPM’s personnel
policies, to which the staff - in their dual role as
employees and shareholders - respond in terms of
maximum commitment to achieve a high level of
productivity.
128
social responsibility report > bpm group social policies report > personnel
Improving and
innovating in the name
of continuity
Over the years, the fact that BPM is a co-operative
bank has translated into a climate of staff
participation and involvement in the life of the
Bank.
Participation and involvement that express
themselves in two distinct areas, namely:
• dealings with the shareholders: as they are able
to intervene together with all the other members in
Shareholders’ Meetings, enabling them to take part
in a number of important business decisions;
• industrial relations: based on respect for each
others’ roles and on the concepts of transparency,
information and sharing, which have had a very
positive impact on internal welfare.
In addition to the value of belonging to the cooperative world, which still has all of its ability
to exert a positive influence over the corporate
climate, BPM has begun to add other values that are
able to renew the spirit of responsibility, in line with
the 2004/2006 Strategic Plan.
The intention is to encourage, foster and reward,
more and more, values based on meritocracy,
career planning, results orientation, widespread
leadership, taking an entrepreneurial attitude
to one’s work, professional ethics and accepting
responsibility.
With a view to greater integration, the Bank’s
Deputy General Manager Human Resources
Department (whose functions include HR
management, planning, development and
administration) has launched a Group coordination
project which, in addition to the progressive
centralisation of personnel management for all
Group companies, aims to ensure consistency in
their HR policies, which includes more suitable
approval procedures for strategic matters.
129
An overview
As the 2004-2006 Strategic Plan came to an end,
the Bank had achieved its cost containment goals
by reducing the number of employees.
At year-end, employees numbered 6,315 (86
fewer than in 2005), mainly due to the partial
limitation of personnel turnover (171 hires with
257 resignations) after incentives were offered to
employees to leave the Bank, affecting 68.5% of
total resignations.
New hires included experts (11.7%) and transfers
from other group companies (5.3%). Fixedterm contracts accounted for 20.5% of the new
employment contracts.
In addition, 69% of the newly-hired employees
were assigned to the Local Sales Areas, in which
66.3% of the Bank’s employees work.
Women made up 39.2% of new employees.
However, as in previous years, the percentage of
women employees increased, reaching 42.1%, as a
result of the lower number of women who resigned
compared to men (15.2% of resignations).
At year-end 39.2% of new employees were
university graduates, 19.4% of total employees,
slightly up on the previous year.
Allocation by structure
2006
2005
Men
Women
Men
Women
Branch network
2,169
1,804
2,212
1,797
Headquarters
1,110
590
1,146
544
Struttura intermedia
338
92
357
98
Outside the structure
38
174
54
193
3,655
2,660
3,769
2,632
Total
Breakdown by level
2006
Men
Managers
Women
Men
Women
94
3
103
5
Officials
1,709
626
1,773
573
Clerical
1,852
2,031
1,893
2,054
Total
130
2005
6,315
6,401
The average age of incoming employees was 29.3,
while the overall average age of all employees was
42.8 (40 for women and 44.8 for men).
Part-time contracts accounted for 14.6% of all
employment contracts. Prior year trends were
confirmed in this respect, with an increase in
part-time arrangements in both absolute terms
and as a percentage of total employees, with a
decrease in open-ended part-time contracts. The
only turnaround in these trends was the reduction
in the number of men who work part-time (from 65
to 59).
New hires
2006
2005
171
160
Number of new hires
Type of contract
2006
2005
No. of permanent employees
5,356
5,432
No. of fixed-term employees
35
54
No. of part-time employees
924
915
6,315
6,401
2006
2005
Total
Type of part-time contract
The average employment period went from 17.7
to 17.9 years, as the average number of years
employees held a position before a promotion rose
from 3.9 to 4.3.
12.7% of employees were promoted, with 65% of
these promotions relating to branch personnel.
Overtime hours continued to decrease (-11%)
along with the accrual of compensatory time off
(-8.5%), although the decrease in overtime hours
could be due to the fact that in July 2006 the bank
implemented the directives of the national labour
agreement and stopped remunerating first and
second level officials for overtime.
Vertical part-time
Horizontal part-time
Cyclical part-time
59
60
827
824
38
31
Turnover
Balance in 2005
6,401
New hires
171
Resignations
257
Balance in 2006
6,315
Breakdown of employees by age
2006
2005
Men
Women
Men
Women
< 30
282
296
286
323
31-35
389
452
455
579
36-40
439
621
577
658
41-45
614
495
550
442
490
46-50
624
532
729
> 50
1,307
264
1,172
140
Totale
3,655
2,660
3,769
2,632
Breakdown by length of service
Clerical
Officials
Men
Women
< 5 years
269
229
68
5 - 10 years
844
907
454
11 -15 years
142
121
50
16 – 20 years
249
404
352
21 – 25 years
> 25 years
Total
Men
Managers
Women
Men
Women
13
8
0
113
15
0
26
3
0
204
7
1
61
107
101
50
3
0
287
264
684
219
58
2
1,852
2,032
1,709
625
94
3
131
Vacation not taken decreased on 2005 (-1.9%),
affecting a smaller percentage of employees
(77%), with an average of 5.8 days per person.
Overall, the average number of vacation days
accrued but not taken for all employees dropped
to 4.4.
Absences remained substantially in line with the
previous year and included ordinary time off,
extraordinary time off and sick leave, affecting 17%
of workdays.
Overtime
No. of hours
Clerical
men
women
Total
2006
2005
48,648
25,846
74,494
54,135
27,919
82,054
Time bank
No. of hours
In 2006, 18,321 days of training were offered
to 5,074 trainees, with an average of 3.6 days
per person. In addition, 15,628 days of training
activities (85.3% of total days) were organised for
branch personnel.
Clerical
men
women
Total
2006
2005
17,157
16,302
33,459
20,662
16,095
36,757
Type of resignations
Clerical
Officials
Managers
Total
Resignations
21
11
1
33
Transfer
24
15
6
3
Termination
2
3
11
16
Retirement
57
91
12
160
Other
10
12
2
24
Total
105
123
29
257
Staff qualifications
Clerical
University degree
(long course)
University degree
(short course)
Managers
Total
Women
Men
Women
Men
Women
252
439
319
153
47
2
1,212
5
7
–
–
–
12
1,106
1,311
1,322
447
46
1
4,233
Middle school certificate
127
107
26
7
1
Primary school certificate
362
168
42
18
1,852
2,032
1,709
625
High school diploma
Total
132
Officials
Men
268
590
94
3
6,315
Employee training and
qualification to meet
Customer and market
demands
Bonus system
BPM continues its approach to developing the
Bank’s human resources through continuous
training programmes that are designed not only to
improve employees’ professional skills, but also
to accompany them along specific and targeted
career paths. These initiatives, which include HR
planning with a view to developing the potential of
each employee to the full, aim to achieve four main
objectives:
• to encourage professional growth on the part of
all employees;
• to prepare replacement charts for various
positions, especially key positions;
• to facilitate the achievement of results required
by the market through overall professional
improvement;
• to offer Customers more qualified professional
support and assistance.
Moreover, the move towards greater integration
between the various Group companies is activating
a number of synergies, while fostering an exchange
of skills, raising the level of know-how as a result.
Training by category
2006
2005
Managers
Total population
No. of days
97
380
108
520
Officials
Total population
No. of days
2,335
5,037
2,346
7,026
Clerical
Total population
No. of days
3,883
12,580
3,947
15,092
Total
Total population
No. of days
6,315
18,321
6,401
22,694
The Bank’s remuneration system was improved
during 2005 with the introduction of an incentive
scheme designed to act as a greater stimulus to
achieve more and more ambitious results.
The scheme only pays the full amount of the
bonuses if the Bank reaches the targets laid down
in the budget. The results can be adjusted for the
impact - positive or negative - of extraordinary
events or transactions that were not foreseen in
the budget and which take place during the year in
question.
The incentive scheme can be split into two parts:
• Network/head office incentives. Per quanto
riguarda le strutture di rete commerciale l’indice
di riferimento per la misurazione dei risultati è il
“margine di intermediazione”;
• Network incentives. The portion to be allocated
to this part is added to the network/head office
incentive and is only foreseen for those operating
units of the distribution network that achieve
results that are above average for units of their
size.
The incentive scheme is also meant to reward
the following aspects, in additional to the results
achieved:
• the care taken in accepting risk versus the
clientele;
• Customer satisfaction;
• respect for the rules as a way of guaranteeing
the quality of the relationship with the internal/
external Customer.
Ongoing rationalisation of structures and of
procedural aspects has made it possible to reduce
overtime considerably.
Course content
No. of hours
Procedures
Management skills
Sales and marketing
Professional skills
New hire training
Remote training
Languages
Seminars & other initiatives
Total
2005
2004
27,503
12,270
18,926
35,050
13,500
13,898
5,860
7,963
134,970
73,018
8,538
16,485
37,875
12,662
9,058
7,650
4,506
169,792
Average gross pay by
category
Managers
2006
2005
159,647
160,978
Officials
58,974
63,882
Clerical
36,643
36,686
Promotions
Promotions as % of total
employees
2006
12.7%
2005
15.0%
A total of 5,074 people were involved in training courses with an
average of 3.6 days’ training per head. 85.3% of all training was
given to branch personnel.
133
Respect for diversities,
protection of minorities and
equal opportunities
By adopting a Code of Ethics, BPM has undertaken
to avoid all forms of discrimination: ethnic origin,
nationality, sex, age, physical disabilities, sexual
orientation, political or trade union opinions,
philosophical ideas or religious convictions are not
grounds for discrimination as far as the Bank is
concerned.
The number of female employees at BPM has been
rising steadily in recent years. Anche nel 2006 si è
avuta una lieve crescita della presenza femminile
(2.660 donne, 28 in più rispetto al 2005), che
costituisce il 42,12% dell’organico complessivo.
Moreover, a policy of equal opportunities finds
concrete application in promotions, economic
incentives and other forms of recognition, which
reflect the proportions of men and women present
in the workforce.
Staff breakdown by gender
2006
2005
No.
%
No.
%
Men
3,655
Women
2,660
57.88
3,769
58.88
4.12
2,632
41.12
Total
6,315
100.00
6,401
100.00
Assunzioni suddivise per sesso
2006
Men
134
2005
No.
%
v
%
104
60.82
93
54.70
Women
67
39.18
67
45.30
Total
171
100.00
160
100.00
BPM company welfare
services
For some time, BPM has implemented company
welfare policies aimed at improving the
environment in the workplace and employees’ free
time, while helping them find a more satisfying
balance between work and family. It has also
focused on integrating health and social security
issues in its policies, recognising the importance
of offering these services to employees to motivate
them and help foster a sense of belonging.
In addition to traditional management services,
BPM has developed a variety of social tools and
initiatives, such as “ARES Bipiemme”, “Cassa
Mutua di Assistenza del Personale” and “Fondo
di Previdenza Bipiemme”, in addition to the new
company creche and social outreach service for
employees going through family-related difficulties.
ARES Bipiemme
ARES Bipiemme is a co-operative company created
for BPM employees and retirees to promote
recreational, cultural and social services and
activities to improve the quality of their free time
and create a positive balance between work and
family.
The Bank supports these activities by providing
funding, suitable space and dedicated personnel
so that ARES can organise events on its own behalf
(summer camps and specific events for Christmas
and Easter).
ARES is based in Milan, with different 16 sections,
each targeting a specific interest, and more than
2,500 members (from a Literary Salon to the group
of Silver Retirees), and branches in Rome, Bologna
and Foggia.
ARES has 9,116 members (6,578 employees of
BPM and its Group companies, along with 2,538
retirees), in addition to their family members who
enjoy its services, for a total of 33,244 people,
making ARES the largest of its kind in Italy.
In 2006, ARES Bipiemme carried out activities and
provided services to its members and their families
(sale of products, travel organised for groups and
individuals, day trips, ticket sales for the theatre
and concerts, magazine subscriptions and public
services, etc.) worth roughly Euro 2,000,000.
Social solidarity activities and those to support
international cooperation through funding from
its members and the Bank included initiatives and
projects totalling approximately Euro 150,000 in
2006.
The summer camp service brought 575 children of
employees together to enjoy a delightful holiday in
special structures in Italy and abroad.
2006 was also
ARES Bipiemme’s 20th anniversary.
To commemorate the occasion, it launched an intense schedule of activities, which began in
November 2006 with a successful cabaret
show, and continued with a backpack sent
to all members, along with a coupon to
purchase books. A Spring Festival is also
planned for June. The festivities will end in
September 2007 with a touring show from Milan to
Foggia, with stops in Bologna and Rome.
The members’ involvement in the twentieth anniversary is a sign of their appreciation of this co-operative, which has kept up with the times while holding
on to its co-operative and collaborative spirit,
positively influencing the Bank’s company welfare
system.
Cassa Mutua di Assistenza
for employees
Cassa Mutua di Assistenza (CMA) is a non-profit
association of volunteers made up of Banca
Popolare di Milano employees and retirees. Its
purpose involves:
• providing health assistance through participating
doctors and structures to integrate and improve the
National Health Service;
• providing economic assistance in addition to that
offered by the National Health Service in accordance
with legislative measures;
• encouraging health education by promoting
research into the early diagnosis of diseases and
their causes, including those that relate to the
workplace;
• providing geriatric health assistance through
targeted initiatives.
Cassa Mutua di Assistenza provides services to its
135
members and their families. Its activities are based
on the principle of mutual insurance stated in it’s
articles of association, which govern its activities
and characterises the Bank’s co-operative roots.
At 31 December 2006, Cassa Mutua di Assistenza
had over 9,500 members and more than 7,900
beneficiary family members, with total assets of
over Euro 9,800,000. Proceeds exceeded Euro
14,000,000, with expenditure for services of more
than Euro 12,000,000.
Fondo di Previdenza Bipiemme
This is a pension fund set up for all Bipiemme Group
company employees.
It operates as a non-profit fund for the purpose of
providing pensions in addition to those under the
mandatory social security system.
The fund receives contributions from the Bank and
employees under specific agreements signed with
the trade unions.
At 31 December 2006, there were 6,231 active
workers participating in the plan, divided
into management segments. Participants can
periodically decide the rate of their contribution.
The fund has net assets of over Euro 297,000,000.
For example, the creche:
is a pedagogy project that focuses on the
harmonious development of each child and the
child’s relationship with his/her family;
• the choice of colours is based on chromo-therapy
studies;
• the curtains depict stories of animals and plants
that tie in well with the rest of the environment and
are, in and of themselves, pedagogic-educational
elements;
• some of the furnishings have been created madeto-measure for the creche, including a labyrinth, a
curved mirror, mirror prisms and a sensory board;
• all educational and other staff members have
been hired under open-ended contracts. They were
trained in Reggio Emilia, Italy’s most renowned
school in this field, and one of the most cutting
edge in pedagogy.
•
In addition, the creche has a modern kitchen
managed by a professional chef. The menu not
only meets legal dietary requirements but also
uses organic products supplied by companies that
promote fair trade.
Company creche
In September 2006, “Il Giardino di Bez” company
creche was opened for some 35 children ranging in
age from 0 to 3 years.
The creche was created at the Bank’s service
centre in Via Massaua 6 - Milan, setting a
significant precedent for the redevelopment of the
neighbourhood.
After the work was completed with the creation
of modern, comfortable working areas, the Bank
completely reclaimed a large green area for public
use.
The creche is also open to families in the area; of
the 35 children who attend, 14 are from families in
the neighbourhood.
The Bank’s decision to open the service to the
community is part of its solution to helping bridge
the gap between actual needs and the scarcity of
creche services in Milan, and throughout Italy. In
2007, the Bank will sign an agreement with the
Milan Municipal Authorities to guarantee a quota of
slots.
The structural and educational project, which
involved the Bank’s structures for nearly three
years, is up-to-date with the most modern and
innovative practices in pedagogy today.
136
The Mobility Manager and Social
Responsibility
Industrial relations
The position of Mobility Manager, introduced with
the Decree of the Ministry of the Environment on
27 March 1998 (Ronchi Decree) is part of a new
approach to employee mobility, implementing
solutions that reduce pollution and traffic.
Accordingly, this is an important social
responsibility issue.
As mentioned previously, BPM intends to stand
out as a work environment that gives employees
a strong sense of belonging to a team. The Bank
therefore implements HR management policies
in a system of relationships with the trade union
representatives that are based on mutual respect,
transparency, information and sharing.
Companies with more than 800 employees are
required to have a Mobility Manager. The law does
not fine companies that do not fill the position, but
BPM believes it is important to deal with this issue.
If, on the one hand, BPM’s co-operative model
permits important forms of participation by
employees at Shareholders’ Meetings as well
as profit-sharing, as foreseen in the articles of
association, on the other hand, it has also made
it possible to develop trade union relations in a
spirit of respect for each party’s respective roles
and autonomies. Negotiations are always open
and inclusive, without degenerating into cases of
corporative privilege; they also envisage forms
of information and consultation that help avoid
conflicts.
The Mobility Manager’s most important strategic
and operating tool is the Commuter Plan, a survey
of employees’ commutes on which the Bank has
based a series of initiatives aimed at:
- reducing the use of private vehicles;
- reducing commuting costs;
- decreasing the risk of accidents;
- ensuring more regular commute times;
- reducing traffic-induced stress.
These initiatives can have a positive impact on
company productivity, while helping decrease city
pollution.
This positive climate makes it possible to develop
trade union negotiations that are able to reconcile
the interests of the workforce with those of the
Bank, in line with its strategies and objectives.
In addition to providing benefits for employees,
solutions have been studied to help Customers and
the public at large. For instance, these solutions
include possibly using large “interchangeable”
car parks where Customers can park their cars to
then take the underground into the city centre, or
participating in the financing of public works to
improve the road system.
With respect to these issues and goals, in 2006,
BPM began contacting a leading consultancy
company to conduct a survey on employees’
commuting habits in 2007 and prepare the
Commuter Plan.
137
listening
Employee feedback
How important
is the social report for the Bank
75.0%
Upon publication of the 2005 Social Responsibility
Report, the Bank sent each of its employees an
extract of the document as an invitation to read the
complete version, along with a cover letter from the
Deputy General Manager of Human Resources and
Contractual Policies and a score card. Employees
can view the document on the Internet or by
requesting it in hardcopy from BPM’s General
Affairs Service Desk (although the Bank encourages
employees to read the electronic version to prevent
the excessive use of paper).
Approximately 250 score cards were returned, many
with suggestions written in the space provided.
63.7%
50.0%
28.1%
25.0%
0.0%
2.2%
Not at all
5.9%
Some
Not very
much
Very
much
How much has the social report increased
your knowledge of the bipiemme group
In short, the results were as follows:
75.0%
61.0%
50.0%
The suggestions were numerous and varied, without
significant concentration on any specific issues.
This means that there were interesting areas to be
considered, but mainly in terms of completing the
report, rather than substantially changing it.
25.0%
18.4%
15.4%
5.1%
0.0%
Not at all
Some
Not very
much
Very
much
Completeness and clarity of the 2005 social responsibility report
Excellent: 9.6%
Complete numbers
Good: 41.5%
Fair: 27.4%
Sufficient: 18.5%
Poor: 3.0%
Excellent: 10.2%
Complete information
Good: 38.0%
Fair: 29.9%
Sufficient: 16.8%
Poor: 5.1%
Excellent: 12.4%
Good: 46.0%
Clear presentation
and language
Fair: 16.8%
Sufficient: 13.1%
Poor: 6.6%
Excellent: 10.0%
Good: 52.1%
Clear organisation
Fair: 22.1%
Sufficient: 12.9%
Poor: 2.9%
0.0%
138
10.0%
20.0%
30.0%
40.0%
50.0%
60.0%
Effective governance of the process of inserting
new hires into the corporate structure.
State of play
at the end of 2006
J
Organisational simplification to improve the Bank’s
efficiency and effectiveness definizione della
seconda fase.
J
Revision of administrative functions in favour of the
commercial area definizione della seconda fase.
J
K
K
Improvement in the system of internal
communication.
Governance of Corporate Social Responsibility
Steps taken
• The recruitment process was
confirmed with an outside
company in three phases: 1)
individual interviews; 2) group
sessions; 3) orientation interviews
to learn about the candidates’
abilities and personality with
respect to the roles that they
should fill. Assistance after hiring
with individual interviews to
provide information on the bank
and its management policies.
• The central bank offices were
centralised and streamlined, with
the discontinuation of foreign
branches and the reorganisation
of direct sales channels (online
and phone banking).
• RACE Project test phase launched.
• Analysis.
• Reflections on social responsibility
governance methods..
Outlook for 2007
Mobility Management.
• Survey of employees’ commute to
prepare the Commuter Plan and
develop the Mobility Management
project.
(estimated duration: three years)
139
The Parent Bank BPM
Suppliers
Policy guidelines
Banca Popolare di Milano has undertaken to
make the process of buying goods and services
more efficient, using professional buyers with
state-of-the-art tools and methods. All of this by
establishing and maintaining clear and lasting
relationships with suppliers based on mutual
respect and benefit.
142
social responsibility report > bpm group social policies report > Suppliers
An overview
In 2006, the Bank had dealings with 2,998
suppliers, 57 of which are resident abroad. I nuovi
fornitori sono stati 375 pari al 13% del numero
totale. Nel corso dell’anno si è assistito ad una
contrazione, seppur minima, del numero dei
fornitori dovuta principalmente all’incremento di
fatturato indirizzato sui fornitori strategici.
Supplier selection system
The Bank handles relationships with suppliers
through the Procurement Department, a centralised
service that has purchasing lines of governance that
feature:
The following tables give a breakdown of suppliers
and orders placed on the basis of the type of goods
and services requested and their geographical
location.
Of the 1,902 suppliers in the “North-West Italy”
area, 1,760 are located in Lombardy (92% of NorthWest Italy and 59% of the whole of Italy).
2006
Amount
2005
No. of suppliers
Up to 100,000 €
% No. of suppliers
%
2,602
86.79
2,635
86.85
283
9.44
287
9.46
From 100,001 to 500,000 €
From 500,001 to 1,000,000 €
51
1.70
58
1.91
Over 1.000.000 €
62
2.07
54
1.78
2,998
100.00
3,034
100.00
Total
2006
Type
No. of suppliers
In carrying out its functions, the Procurement
Department pursues the following objectives with
ethical and transparent conduct:
• a commitment to treat suppliers fairly;
• fair competition without discrimination with a view
to creating long-term commercial relationships;
• a willingness to include on the list of possible
suppliers all those who are able to guarantee
the right level of professionalism, as part of a
wider policy of reducing the overall number of
counterparties;
• the establishment of a formal List of Suppliers;
• a search for quality, at a suitably high level
according to the specifications;
• transparent costs in line with the quality provided;
• development of rating systems over time.
2005
Orders No. of suppliers
75,435,450
Orders
Property expenses
445
Technologies
213 133,653,243
258 164,879,964
Services
2,340 142,486,235
2,273 135,941,005
Total
2,998 351,574,928
3,034 363,827,472
2006
Area
• widespread use of on-line competitive tenders
to guarantee negotiating transparency, equity and
speed;
• where possible, two suppliers for each type of
goods or services, so as to ensure over time product
quality, timely delivery and environmental protection,
limiting the risk of depending on just one supplier;
• a deliberate effort to create long-term relationships
by signing Framework Agreements that last for
several years.
503
63,006,503
2005
% No. of suppliers % of orders % No. of suppliers % of orders
2006
Province
71
4.03
69
4.06
42
2.39
39
2.29
Como
55
3.13
60
3.53
Cremona
23
1.31
21
1.23
Lecco
80
4.55
69
4.06
63.44
80.05
61.15
77.41
Lodi
10.47
7.41
11.83
4.67
Milan
Central Italy
14.88
8.39
16.41
12.27
Southern Italy
8.61
1.99
8.21
1.74
Pavia
Islands
0.70
0.61
0.59
0.24
Sondrio
Abroad
1.90
1.55
1.81
3.67
Varese
100.00
100.00
100.00
%
Brescia
North-East Italy
100.00
% No. of suppliers
Bergamo
North-West Italy
Total
No. of suppliers
2005
Mantua
Total
18
1.02
14
0.82
1,302
73.97
1,274
74.90
2
0.11
4
0.24
70
3.98
66
3.88
1
0.06
0
0.00
96
5.45
85
5.00
1,760
100.00
1,701
100.00
143
The SIRF Project - Sustainability and Integrity
General principles and Guidelines of the SIRF Project
in Dealings with Suppliers
Integrity of the relationship
The purchasing process has to reconcile, at the one time,
the search for maximum competitive advantage with the
granting of equal opportunities to each existing or potential
supplier. In handling relationships with existing and
potential suppliers, companies undertake to adhere to the
principles of legality, transparency, fairness and honesty.
Companies do not intend to gain competitive advantages
from suppliers based on irresponsible behaviour.
During the year, BPM continued to process
information within the SIRF
Project, by filling out a specific
questionnaire on its supplier
policies (general policies, regulations, processes
and controls).
Avanzi Sri Research checked and analysed the
findings of the questionnaires by comparing
them with those of other project participants.
This comparison showed a few critical issues
and, accordingly, areas for improvement (e.g.,
with respect to risk identification and mapping,
transparency and communications). The Bank is
committed to adopting the necessary rules and
implementing the appropriate tools to address
these areas for improvement in the new version
of its Code of Ethics, which is currently being
prepared.
Disputes
Suppliers are paid within the contractual terms,
based on clear and detailed agreements, with the
result that disputes are minimal.
144
Traceability of the procurement process
The entire procurement process has to be easily
reconstructed at any moment in time according to methods
and for periods laid down in specific procedures.
Supervision of the procurement chain
Infringements by suppliers of the rules on safety and
health in the workplace, protection of the environment and
public health and international principles envisage suitable
penalty mechanisms that aim, among other things, to avoid
crimes against the Public Administration or environmental
disasters. To this end, specific clauses are included in all
procurement contracts.
Separation of duties
The unit that requests the supply and the one that
stipulates the contract have to be completely separate and
belong to different reporting lines.
Rotation of purchasing staff
Purchasing staff are periodically rotated to perform other
duties, providing this is compatible with organisational
requirements and with certain exceptions that are regulated
by specific procedures.
social responsibility report > bpm group social policies report > Suppliers
IMPEGNI: initiatives completed and new goals for improvement
Improvement goals set out
State of play
at the end of 2006
Initiatives completed
Creation of a Group Procurement Department:
Increase in the number of contracts handled
centrally.
J
• Issuing of a specific measure
with diversified budget limits
for each Group company, over
which the Parent’s Procurement
Department must be used. This
led to an increase of over 60% in
the number of deals negotiated.
Completion of the supplier reporting system.
J
• The reporting system was
completed.
K
• Comparison activities continued
on the SIRF project, with the
Group’s participation in filling out
a specific questionnaire surveying
supplier policies.
Commitment to promote the adoption of the SIRF
Guidelines also by the Bank’s own suppliers.
Adoption of SIRF guidelines in the Code of Ethics.
Developments foreseen in 2007
• Adoption of rules and tools
identified through the study and
discussion as part of the SIRF
project, to be included in the
new edition of the Code of Ethics
currently being written.
145
The Parent Bank BPM
Community
147
Policy guidelines
Since it was founded in 1865, Banca Popolare
di Milano has been committed to supporting
culture, solidarity and art in the areas in which
it operates through non-banking cultural
initiatives.
BPM has chosen to collaborate with regional
entities, associations and foundations,
promoting specific lines of work and identifying
areas for development to consolidate
relationships between public bodies, individuals
and companies.
148
social responsibility report > bpm group social policies report > community
An overview
Health
Because it is a co-operative bank of people and
not capital, BPM has always sought to focus on
people, their abilities, commitment and work,
without overlooking their needs, weaknesses and
imperfections.
Old and new health crises, in addition to the rise
in complex illnesses, require private institutions to
work hand-in-hand with public bodies to support
research, prevention and cures, taking on the
burden of otherwise unsustainable costs.
In over one hundred and forty years, the Bank has
put the genuine before the abstract, actual work
before mere statements of intent, and without ever
discriminating, it has understood and prioritised
values: a warm bowl of soup for the hungry in its
canteen and the restoration of art damaged by time.
At the same time, we see the improvement in the
quality of life and longer life expectancy, along with
the inevitable ageing of the population and the
increasingly growing group of people in need of
ever more personalised and specific structures and
care, as well as new expertise and awareness on the
part of social-healthcare workers.
In accordance with its articles of association, the Bank
has allocated 3% of earnings to social initiatives. The
fact that puts ethical choices before figures reveals the
strength, constance and concern it has dedicated to
social work, a tangible indication of its unique, one-ofa-kind approach to the world and its problems.
At a time when certain elements of security, that
appeared to be consolidated and definitively acquired,
are giving way to precariousness and unsatisfied
needs, where progress is failing to respond to the
challenges of new types of poverty and hardship, the
social activity of a bank that is deeply rooted in the
economic and productive fabric of society is also of
undisputed value, one that is able to ignite a glimmer
of hope in many.
With this view, social groups have been created to
flank the government and individuals in pushing
society as a whole to take on a more profound
sense of collective responsibility. BPM’s has
been involved since the beginning with an equal
commitment to all fields.
The Alzheimer ward of the Istituto Palazzolo of
Milan was completed in 2006, with the Fondazione
Don Carlo Gnocchi. The Bank’s commitment
continues with the creation of a new ward for
vegetative patients over the next few years.
(euro)
Social interventions
School
Health
Culture
Research
Solidarity
Associations
Other
Total
2006
2005
81,700
305,000
2,731,732
146,620
1,271,780
203,000
533,060
5,272,892
147,000
690,000
2,645,000
109,000
855,000
134,000
903,000
5,483,000
(euro)
Initiatives by macro area
2006
2005
Institutions against poverty
and social marginalisation
1,870,295
1,645,000
Cultural associations
Other
Total
3,270,597
132,000
5,272,892
3,265,000
573,000
5,483,000
The new headquarters of the Mario Negri Pharmacological Institute
149
The Bank’s contribution has made it possible to
renovate the newborn oncology ward at the De
Marchi Clinic in Milan, with BPM at the forefront of
the fight against cancer. The Bank also awards new
scholarships for paediatric oncology studies with
the l’Istituto Nazionale per lo Studio e la Cura dei
Tumori (National Institute for Cancer Research and
Cure).
A significant scientific project was carried out at the
Centro di Medicina del Sonno (Medical Centre for
Sleep) within the Fondazione Centro San Raffaele
del Monte Tabor on sleep behaviour disorders,
RBD, while the operating rooms in the urology ward
of Milan’s Policlinico received new, sophisticated
equipment.
Although they are all within the Milanese area,
taken together, these projects and donations help
forge nation-wide synergies, with benefits not only
for local residents, but all patients from other areas
who come to Milan for diagnosis or treatment.
BPM is also involved in the field of biomedical
research by helping to fund the Istituto di Ricerche
Farmacologiche Mario Negri, which is a centre of
excellence in the development and enhancement of
pharmacological active ingredients.
BPM also provides support for the following
initiatives:
Vidas
This is an association that provides integrated,
continuous and free home-care for advanced and
terminally-ill cancer patients; it is also the first
Italian provider of home-care that relies entirely on
the private sector. In 2006, Casa Vidas was opened.
It is a hospice home for patients who cannot be
cared for at home, but cannot be hospitalised
either. They are cared for in a safe, modern and fully
equipped environment to alleviate the burden on
their families.
Associazione del Centro Dino Ferrari - Ospedale
Maggiore Policlinico
It operates by promoting various cultural
activities and raising funds to fund the centre’s
clinical and scientific research into muscular and
neurodegenerative diseases.
Fondazione Emergency
This humanitarian organisation was founded
in 1999. It operates around the world in areas
struck by war, famine and poverty, providing
medical and surgical assistance to civilians. It has
an international staff of emergency healthcare
workers. BPM is one of the founding members.
BPM also collaborates with the Fondazione IRCCS
Ospedale Maggiore Policlinico, Mangiagalli e
Regina Elena which, by combining hospital services
with research and university training, seeks to
rapidly translate clinical research into medical
treatment.
150
Culture
Again in 2006, Banca Popolare di Milano
continued to support cultural institutions with
long-term commitments and individual initiatives,
in the unwavering belief that culture is not
extraordinary or a marginal aspect of human
creativity, but that it is an ever-present and
changing condition with the vision to encompass
many directions and different levels.
The Bank also sponsors the Bach Weeks, the
various cycles of Music and Poetry at San
Maurizio organised by the Società del Quartetto,
and La Milanesiana, a summer review of
literature, music and cinema under the patronage
of the Province of Milan.
The Bank is one of the Founding Members of the
Fondazione Orchestra Sinfonica e Coro Sinfonico
di Milan Giuseppe Verdi and continues to help
fund this important orchestra and choir, which is
becoming increasingly well-known and in demand
internationally.
As part of its cultural commitment to research
and conserve historical, documentary heritage,
BPM participates in ISEC – Istituto per la Storia
dell’Età Contemporanea – of Sesto San Giovanni.
Its mission is to “study and learn the social,
political, economic and cultural history of
contemporary Italy” given the need to remember
the country’s political and social roots. The third
volume in the “Classici del pensiero politico ed
economico europeo del Novecento” (“Classic
European political and economic though of the
Twentieth century”) series was published. This
is a series that offers otherwise obscure essays
to the public, which deal with issues relating to
economics, society and politics.
Scheduled restoration work continued in the
Chiesa di San Maurizio al Monastero Maggiore,
which BPM has sponsored with a ten-year
commitment. The work entails recovering the
vault, organ and wooden crucifix. It is a groundbreaking, ambitious project, also in terms of the
funding. Once completed, the entire architectural
complex will be returned to its original splendour.
The Bank’s constant tie to its area continues with
the Festival di Villa Arconati, organised by Polo
Culturale Insieme Groane, with the participation
of Italian and international rock, pop and jazz
artists and the Arturo Benedetti Michelangeli
concert to honour the pianist’s art and memory,
held in Bergamo and Brescia, now in its 43th
edition.
These institutions include historic places in
Milanese culture that meet high standards of both
artistic quality and professional commitment, as
well as public and critical interest, such as the
Fondazione Teatro alla Scala and the Fondazione
Piccolo Teatro d’Europa.
The most significant events of 2006 included the
exhibition at the Palazzo Reale “Maestri del ‘600
e del ‘700 lombardo nella collezione Koelliker”
and a series of Sunday concerts “Domeniche alla
Scala” to bring young people closer to the world
of music.
Lastly, the Bank supports the Fondazione
Cineteca Italiana which, with its commendable
conservation work, saves, restores and digitises
kilometres of film in its archives, which would
otherwise be lost over time.
Part of the restoration of San Maurizio al Monastero Maggiore
151
Solidarity
Modern poverty, immigration issues and the
difficulties faced by young people today encourage
growing marginalisation and create a sharp
contrast between the daily lives of the unfortunate,
overlooked by current models, which base societal
views on the subjective and social value of the
wealthy, successful and well-known.
As the international economy cannot ensure
constant and well-balanced development, and
as the geopolitical gap between rich and poor
countries grows, dramatic problems arise, even in
wealthier nations, requiring the help of not only
local authorities and the government, but also
institutions and private associations, to plan and
coordinate solutions that would otherwise not
suffice.
The Fondazione Fratelli di San Francesco d’Assisi
helps the elderly, not necessarily because they
are alone or in need, but because they are weak.
It has created a “Custode Sociale” programme to
constantly provide genuine help with a widespread
network of assistance and entertainment activities,
especially during the hot summer months when
Italian cities and people alone most suffer from
solitude and abandonment.
especially for volunteers who over time have
become highly specialised and professional in all
social fields in which these emergencies arise.
Although the Bank operates on the basis of
expenditure priorities and budget, it has always
tried to support, whenever possible, all worthy
initiatives, such as Piccolo Cottolengo and the
Comunità di San Patrignano.
BPM also helps:
AVSI Associazione Volontari per il Servizio
Internazionale, an NGO involved in international
co-operation which operates in an extremely
wide field that ranges from the needs of small
children to professional training and from food
security to improving urban dwellings. Its activities
include, more specifically, distance support and
international adoption.
The aim of Fondazione Banco Alimentare is free
distribution to charitable entities of essential food
products donated by major producers, distributors
and the European Union. It operates thanks to the
involvement of volunteers who visit the associations
and institutions that are members of the scheme
throughout Italy.
The Casa della Carità “Angelo Abriani” also
works in this field but with a different focus. It was
founded by a generous Milanese entrepreneur as
a project to help people living in difficult social
conditions characterised by weakness, need and
marginalisation. It seeks to help each guest return
to a productive life, through the search for a job and
a home that will ensure genuine independence.
Together with the Fondazione Attilio e Teresa
Cassoni, BPM recently completed the Villaggio
Barona project to redevelop an industrial area
on the basis of an extensive urban and regional
redevelopment plan for social purposes. The entire
neighbourhood will be used to meet the residential
needs of individuals and families in difficulty. It also
includes housing communities and student housing.
BPM is also active in supporting the CAF, a help
centre for abused children and families in crisis. It
is a non-profit organisation with three independent
communities working to protect, educate and heal
the wounds and trauma suffered by children aged
three to twelve due to maltreatment and abuse.
The needs and requests for help are many,
152
Local projects
(euro)
Location is not synonymous with participation.
Those present in a location can either stand
back and watch or actively take part in their
community. BPM has opted for the latter, a
decision that reflects its identity and its way
of operating directly in the area wherever it is
located.
Since the Bank is in Milan and is traditionally the
bank of the Milanese, it has naturally privileged
projects in its historic location. One example is
its official sponsorship of Stramilano, the city’s
largest sporting event, with race participants
from all over Italy and abroad running along all of
Milan’s main arteries.
As its business grows geographically beyond the
city and the region, the Bank has adjusted its
target area accordingly, contributing to significant
and effective projects in the various areas in
which it is present: Piedmont, Emilia Romagna,
Latium and Apulia. However, it is crucial that the
Bank always maintain a balance and its ability to
analyse and listen, abilities that have long made
BPM stand apart, to continue to fully meet the
needs and expectations day after day that cannot
be let down. Only in this way can hope, desires
and ideas become reality.
Areas of social outreach
Milan
2006
2005
4,667,917
4,854,000
Province of Milan
174,500
125,000
Lombardy
214,715
190,000
Other
215,760
314,000
Total
5,272,892
5,483,000
Type of social outreach
2006
2005
Cultural associations
28
17
Volunteer associations
76
33
Patron saints’ celebrations
19
23
Parishes
84
92
Sports centres
15
26
Schools
21
32
Other associations
73
129
“Stramilano” sporting event
153
Devote attention to the various initiatives that
are proposed by institutions and associations to
strengthen the link with the territory and to give
concrete help to the needs of the community.
State of play
at the end of 2006
J
Steps taken
• In 2006, BPM continued to
operate with real social, cultural,
solidarity and artistic projects,
devoting specific attention to local
needs and development.
Ensure continuous support to social, cultural, solidarity and artistic projects organised by the institutions and
associations with which BPM has commitments.
154
The Parent Bank BPM
Environment
155
Policy guidelines
The Bank now wants to put more and more
emphasis on environmental matters.
In particular, BPM intends to:
• apply good internal practices in its policies for
energy savings and in the sorting and recycling
of waste;
• identify suitable types and methods of credit
for profit and non-profit business that operate
in the protection and improvement of the
environment, artistic and cultural heritage,
urban settings and the countryside;
• evaluate the possibility of including
environmental and/or sustainability certification
as an element of merit in the process of granting
credit to businesses;
• devote specific attention to the environment
and to the quality of life in the areas surrounding
our offices.
The respect that a business has for the
environment reflects the respect that people
who staff and manage the business have for
the environment. In a social context that has
achieved mature well-being, environmental
awareness and the possible, although not
immediate, effects that environmental-friendly
policy have on the quality of life, can only grow.
This increasingly widespread awareness is
taking on growing importance in corporate
decisions, although it must be coordinated
with other efficiency and competitiveness
requirements.
The Bank has established guidelines and
objectives in the above areas, demonstrating
the strong commitment of management and
operating staff to the environment.
156
social responsibility report > bpm group social policies report > environment
Steps taken in 2006
All electricity consumed by BPM for its needs is
from hydro-electric sources and is “EAUX DE LA
VALLÉE Energia pura” certified. This is possible
in part due to the progressive deregulation of the
market, which allows BPM to choose its supplier
everywhere it uses electricity, without affecting
service continuity. To this end, when the electronic
back-up centre was relocated from Palazzo Galfa
to Piazza Meda, decisions were made to set up the
plant and, especially the air conditioning system, in
a way that would maximise energy savings, while
exploiting the effects of natural ventilation.
For the purpose of improvement the efficiency
of heating systems, new heating systems were
installed on the district heating grid offered by local
consortia.
Use of electricity
2006
2005
Kwh/m2
128 *
126
2
50,200 **
43,400
Kwh/m
*Start-up and inspection of the new Centro Servizi Bezzi 2 contributed to
increasing total use of electricity.
**The weather conditions in winter 2006 generated an increase of roughly
20% on 2005.
Energy efficiency goals were also considered in
the choice of new technological equipment, as
this concept takes on increasing importance.
In particular, the new electricity back-systems
installed at the data processing centres are top
of the line in terms of energy yield and all new
monitors installed at workstations have liquid
crystal displays.
large air conditioning systems. To date, the results
in a system serving the data processing centre are
positive. The solution will be extended to other
systems as well.
The wealth of each of the above goals leaves vast
areas for improvement in the year to come, also
through government incentives that have become
available in the meantime.
In particular, the Bank is focusing specifically
on saving and producing electricity itself using
alternative sources, as both an energy user and a
financer and sponsor of these types of initiatives to
Customers.
The creation of photovoltaic financing products
for companies and individuals, along with the
“business ecology package” to provide incentives
to companies that plan to use environmentallyfriendly technologies and plants, while reducing
consumption, meet the objective of identifying
suitable types and methods of credit for profit and
non-profit business that operate in the protection
and improvement of the environment, artistic
and cultural heritage, urban settings and the
countryside.
BPM’s commitment to paying specific attention
to the environment and the quality of life in the
areas surrounding its sites led it to open a public
playground in 2006, in conjunction with the
expansion of the Centro Servizi Bezzi and making
the “Il giardino di Bez” company creche available to
neighbourhood children in addition to employees’
children.
In addition to electricity, water is increasingly
becoming an asset to conserve and not waste.
To this end, the Bank has tested new technical
solutions to reduce water consumption in its
technological systems that most use this resource:
The production of waste
Consumption per head
(m2 per year/average number of
employees
2005
170,680
145,024
840
4,940
1,094,418
953,739
Waste in Kg
Water consumption per year
m3 per year
2006
2006
2005
380,150
405,000
60
63
Urban and similar waste**
Spent oil (in litres)
Non-dangerous waste *
Dangerous/Special waste***
Total
9,474
8,705
1,275,412
1,112,408,10
* Paper, cardboard, plastic, toner ** Mixed material packaging
*** Hygienic waste, batteries, neon
157
Identify the types of consumption to be monitored
and to create a database for the extraction of
information. Fill the database with as much data as
possible.
Apply good internal corporate practices in its policies for
energy savings and in the sorting and recycling of waste.
Open a channel of communication with employees to make
them more aware of the problem of environmental impact
and energy savings.
Devote particular attention to the environment and
to the quality of life in the areas surrounding our
offices.
State of play
at the end of 2006
Steps taken
K
• The energy consumption database
was improved and IT applications
were created to monitor consumption.
J
• An agreement was signed for the
purchase of hydroelectric energy to
cover all of the Bank’s energy needs.
J
• The playground built in conjunction
with the expansion of the Centro
Servizi Bezzi was opened.
• The “Il giardino di Bez” company
creche was opened at the service
centre for employees’ children and
neighbourhood children.
• A photovoltaic financing product was
created for companies and individuals.
Identify suitable forms and methods of credit for
profit and no-profit enterprises operating in the
protection and enhancement of the environment,
artistic and cultural heritage, urban settings and
the countryside.
J
Evaluate the possibility of including environmental
and/or sustainability certification as an element of
merit in the process of granting credit to businesses.
K
Developing and providing incentives to use and produce energy from
renewable sources while containing consumption.
158
social responsibility report > bpm group social policies report > environment
• A “company ecology package” was
created to provide incentives to
companies that plan to adopt
environmentally-friendly technologies
and plants while reducing energy
consumption.
• Feasibility studies.
Developments foreseen in 2007
• Projects were developed in
collaboration with ESCO (Energy
Service Company) to improve energy
efficiency.
• Research was conducted into new
methods of financing based on
the opportunities created by the
decrees of the Ministry of production
activities in relation to energy from
renewable sources.
• Energy provisioning policies were
extended to all Group companies.
• New lighting systems were created
using innovative energy savings
systems.
The Parent Bank BPM
Communications
Policy guidelines
Communications is an important tool for BPM
in its dealings with the various stakeholders,
including the media and public and private
institutions.
The Bank’s communications are guided by
principles of transparency and clarity, but also
the quality of relationships.
As regards the media in particular, through
periodic contacts BPM guarantees direct and
timely collaboration with the press, radio
and television, so as to make the distribution
of news to the general public as efficient as
possible.
160
social responsibility report > bpm group social policies report > communications
Communication with the media is a fundamental
strategic activity because it allows BPM to inform
the general public about the life of the Bank and
its subsidiaries. Attention to the media and the
relationship of mutual trust that has been built
up over the years allows BPM to participate as a
leading player in any discussions about the banking
system.
The Press Office, which reports to the
Communications, Press and Public Relations
Department, operates in continuous contact with
the media, making sure that any price-sensitive
information complies with the specific rules issued
by the supervisory authorities.
COMMITMENTS: steps taken
Reinforce and intensify relationships with contacts
with a view to providing clear, timely and transparent
information on the activities of the BPM Group.
State of play
at the end of 2006
J
Steps taken
• Activities continued to forge
relationships and communicate
with the media, to ensure clear
and transparent disclosures on
BPM’s business.
161
Cassa di Risparmio
Banca Akros S.p.A.
We@Service S.p.A.
Group banks
and principal
companies
History
Founded in December 1887, Banca di Legnano
was created to respond to the financial needs of
manufacturing industry which in those years was
taking on a leading role in the economic life of the
area north of Milan, constituting a major industrial
hub that has continued to be a constant feature of
this area up to the present day.
From the establishment of the Bank to the end
of the First World War, Banca di Legnano enjoyed
a period of strong growth, maintaining intense
relationships with the more important local
industries and vigorously sustaining the service
sector and public savings, becoming a dynamic and
reassuring presence in a region that was developing
rapidly.
Neither the Great War nor the events that took place
immediately afterwards had much of an impact on
the Bank’s solid progress, as it knew how to handle
the problems connected with the reconversion
from a war economy to one of peace, favouring the
definitive consolidation of one of the country’s top
industrial groups.
In the years that followed the Second World
War, Banca di Legnano took an active part in
the reconstruction and during the economic
boom contributed towards the development of a
modern Italian industry. It was at that time that
Banca Commerciale Italiana became the majority
shareholder.
Since 2001, Banca di Legnano has been a part of the
Banca Popolare di Milano Group.
In September 2002, Banca di Legnano S.p.A.
was merged with Fin Partecipazioni S.p.A., which
changed its name to Banca di Legnano.
Mission
Banca di Legnano is developing its distinctive
characteristic as a retail bank with a strong mission
to support the local economy, which makes it the
bank of reference for retail Customers and for small
and mid-sized businesses located in the Bank’s
historical area and neighbouring areas, essentially
north of Milan.
Its mission is in line with the Business
Reorganisation Plan of the BPM Group.
Strategy
The Bank’s medium/long-term sales and marketing
policy follows two main lines of strategy: recovering
market share and raising efficiency.
Recovering market share
Banca di Legnano is increasingly taking on the
characteristics of a “network bank”, deeply
rooted in a well-defined area in which commercial
development is inevitably linked to reinforcing its
presence in its traditional location by boosting
market share.
Attention is paid to all Customer segments - private,
corporate, public administration, entities and
associations - by offering products that can satisfy
their respective needs.
Increasing efficiency
The Bank will pursue this goal through the
following:
• quantitative analysis to verify the presence
of resources in the network and to improve its
distribution capacity;
• qualitative analysis of professional roles so as to
develop suitably personalised training courses.
(in millions of Euros)
Balance sheet and income
statement figures (from the
reclassified financial statements)
2006
2005
2006
2005
Direct deposits (*)
2,604.3
2,415.8
Indirect deposits (in millions of Euros)
4,039.5
4,023.4
Loans
2,625.8
2,440.7
- of which asset management
2,103.0
2,114.2
Operating income
215.4
179.6
Branches
107
106
Operating costs
-88.7
-86.6
Net income from financial
activities
Employees*
819
821
126.7
93.0
133.8
62.7
Customers
227,388
** 226,324
- of which individuals
88.58%
87.46%
- of which companies
11.42%
12.54%
Equity
(including net profit for the year)
1,262.8
1,180.8
** include amounts due to Customers, debt securities in issue and
financial liabilities designated at fair value through profit and loss.
164
Other information
* employees, including secondment and temporary staff
** figures restated following the reclassification of Customer types in 2006.
social responsibility report > bpm group social policies report > group banks and principal companies
Governance
Board of Directors
Board of Directors
Chairman: Rocco Corigliano
Deputy Chairman: Giuseppe Coppini
Deputy Chairman: Maria Martellini
Directors: Giorgio Bianchini Scudellari, Eugenio
Crosta, Roberto Fusilli, Francesco Giaretta, Alberto
Lazzarini, Aldo Mario Mainini, Giuseppe Merlini,
Leone Spozio, Anna Strazzera, Jean Jacques
Tamburini, Valerio Tavormina.
In accordance with art. 25 of the Articles of
Association, the Board normally meets once a
month: during 2006, it met 11 times.
Executive Committee
Made up of 5 members:
Chairman: Rocco Corigliano
Deputy Chairman: Giuseppe Coppini
Deputy Chairman: Maria Martellini
Consiglieri: Francesco Giaretta,
Leone Spozio.
The Executive Committee normally meets once a
fortnight: during 2006, it met 17 times.
Chairman: Giuseppe Pajardi
Acting Statutory Auditors: Enrico Castoldi,
Luigi Doppietti
2005
Branches
ATM
POS
Province of Varese
29
19
472
Province of Como
10
11
96
Province of Novara
11
11
94
Province of Milan
Other provinces
–
–
14
Total
106
116
1,740
2006
Branches
ATM
POS
Province of Milan
55
75
1.042
Province of Varese
30
19
480
Province of Como
11
11
97
Province of Novara
11
11
105
Other provinces
Total
–
–
23
107
116
1.727
Customers
The Bank is making every effort to improve
and enhance its vocation as a “local bank” by
intensifying contacts and relationships with
current and potential Customers, institutions and
associations. The purpose being to interpret the
emerging needs of its area so that it can satisfy
them in the best way possible.
in accordance with Decree 231/2001
Chairman: Valerio Tavormina
Members: Anna Strazzera,
Remo De Monte.
The Bank’s Top Management also takes part in
various Group Committees, including the Liquidity
Committee, the Intergroup Committee, the Credit
Policies Committee and the Commercial Policies and
Communication Committee.
Number of Customers
by type
Individuals
Small business
Mid-sized and large
companies
Public
Administration
Service industry
Total
Small companies by
business
Agriculture
Skilled trades
Commerce
Industry
Services
Other
Total
2006
%
196,912 86.60
2005
%
197,929 87.46
24,295
10.68
22,977
10.15
1,677
0.74
1,223
0.54
30
0.01
29
0.01
4,474
1.97
4,166
1.84
227,388
100
226,324
100
%
2005
%
111
0.45
97
0.42
7,108
3,348
4,603
3,601
5,524
24,295
29.26
13.78
18.95
14.82
22.74
100
6,679
3,250
4,740
3,156
5,055
22,977
29.07
14.14
20.63
13.74
22.00
100
2006
165
Products and services
The products sold to Customers are the same as
those offered by the Parent Bank. They are created
to meet the most diversified needs of Customers,
while improving cross-selling and loyalty targets.
The portfolio project launched a few years ago was
recently completed. It ensures individuals receive
the best advisory services in the field of indirect
deposits, also through new products created in
collaboration with the Group’s product companies,
in terms of both bonds and bankinsurance.
In the business segment, specific attention is
paid to developing leases, relationships with
underwriting syndicates and construction financing,
which have performed particularly well.
As for services, the Group focused on developing
electronic products, such as We@bank and
inLineaNet, in addition to its main traditional
services (foreign, portfolio, credit and debit cards
and POS systems).
In 2006, Banca di Legnano continued its
strategy of widespread, systematic and periodic
communication to Customers. Along with their
monthly statement of account and periodic
investment statements, Customers receive prompt
information of a commercial nature, cultural
proposals and initiatives of a social nature in which
the Bank was involved during the year.
Personnel
Banca di Legnano has continued to involve its
employees in its business mission. Training
and development processes have been further
strengthened by focussing on personal
relationships and management of human resources.
Equal opportunities
The Bank’s policy is to offer part-time employment
contracts to women who return to work after
maternity leave. Furthermore, it carries out cancer
prevention activities for its female employees.
Personnel mix
2006
%
2005
%
No. of employees with
open-ended contracts
728
90.09
726
91.90
fixed-term contracts
–
–
7
0.89
54
6.68
39
4.94
No. of newly hired
employees
26
3.21
18
2.28
808
1
100%
790
13
100%
Total
No. of temps
Breakdown by
position
Arrivals
Departures1
Arrivals less departures
1
48
32
16
32
52
–20
%
12
2
1.48
0.24
14
1
1.77
0.13
Officials
Men
Women
279
39
34.5
4.82
272
33
34.43
4.18
Clerical
Men
Women
304
172
37.62
21.28
305
165
38.61
20.89
808
100
790
100
2006
2005
Men
Women
Men
Women
University degree (long or short course)
114
52
107
46
High school diploma
405
143
406
135
Middle school certificate or
lower high school diploma
Total
76
595
18
213
78
591
18
199
Women
Men
retirement and transfers to other Group companies
Distribution
by structure
Local
structure
Central
structure
Total
166
2005
2005
Men
Women
2006
%
Managers
Total
Personnel flows
in and out
2006
2006
%
79.8%
2005
Men Women
475
20.2%
120
100
595
%
170 79%
43
Average age of personnel
Men Women
474
148
21%
117
51
213 100%
591
199
2006
Men
2005
Women
Managers
54.92
53.5
53.57
55
Officials
46.94
43.33
46.58
43.70
Clerical
40.24
37.24
39.80
36.95
Average
43.68
38.51
43.32
38.16
Training
In 2006, a significant number of man/days was
dedicated to training activities, with 4,135 man/
days of training, equal to 5.12 days per person.
The percentage of days dedicated to updates was
also high, coming in at over two thirds of all training
activities provided.
2006
man/days
2005
man/days
3,027
530
Professional skills
836
2,116
272
190*
4,135
2,836
Course content
Procedures
Total
* figure reclassified for consistency with 2006
Social activities and the work atmosphere
Recreational activities in the strictest sense are
“subcontracted” to the CRAL (Circolo Ricreativo
Aziendale Lavoratori, the staff social club), which
every year receives significant financial support from
the Bank. Similarly, the Bank funds the Associazione
Mutua Integrativa Aziendale. This year saw the
second edition of a meeting with the Chairman and
Top Management, during which prizes were awarded
to all members of staff with a period of service of
25-35 years; new hires and all of those who retired
during the year were also invited.
An annual meeting is held with all of the Bank’s
pensioners. The 2006 Redundancy Incentive Plan
allowed retirees to put forward a son or daughter as
a candidate for a position in the Bank according to a
special procedure.
Communications
To date, a personal interview is the main way of
communicating with staff and getting them involved
in the Bank’s commercial strategies and strategic
guidelines. On particular occasions, when he wants
to communicate an important matter personally, the
General Manager has sent a signed letter to each
member of staff.
Community
Banca di Legnano supports cultural, social, sporting
and solidarity initiatives organised by associations,
entities and private individuals that operate in the
Bank’s chosen territory.
In particular, cultural initiatives in 2006 included
the continuance of the Bank’s publishing activities
with a new high-end cultural publication “De Fletu
Ecclesie” in collaboration with the Fondazione
Cassa di Risparmio in Bologna.
These two banks, which differ in terms of location,
mission and structure, came together to promote
the publication of one of the most significant works
by a Legnano resident, Giovanni degli Oldendri
(known as Giovanni da Legnano), in its entirety.
“De Fletu Ecclesie” is an extreme testament to the
moral and legal foundations of a political body that
was inevitably replaced by a new construction of
Western Christianity, seeking a more autonomous,
profitable system of political ethics, heralding
acerbic dialect that would turn the modern world on
its head.
The collaboration of Professor Berardo Pio made the
publication of this work possible.
On 10 February 2006, at the headquarters
of Banca di Legnano, the “Fondazione
Comunitaria del Ticino Olona” was
officially founded. Banca di Legnano is a
founding member, along with the Municipalities
of Abbiategrasso, Legnano and Magenta, the
Fondazione Cariplo, the Milan Chamber of
Commerce and the Fondazione Famiglia Legnanese.
Rocco Corigliano was appointed Chairman of the
foundation’s board of directors.
The foundation, which operates in the western part
of the province of Milan, is non-profit making. It
pursues aims that are exclusively those of social
solidarity, promoting improvements in the quality of
life in the community by stimulating civil, cultural,
social, environmental and economic development.
During 2006, the foundation awarded 313,750
to 36 projects presented, totalling approximately
1,000,000 from non-profit organisations, and
social associations, local entities and religious
institutions throughout the area.
The Bank manages various treasury offices of
municipalities and schools, as well as that of the
Legnano Civil Hospital.
(Euro)
Social outreach
2006
2005
189,553
159,141
Solidarity
15,543
8,850
Associations
75,880
27,330
Other
102,985
136,280
Total
383,961
331,601
School, culture and healthcare
167
Cassa di Risparmio
History
Cassa di Risparmio di Alessandria was set up by
Royal Charter on 21 August 1838.
As part of the reorganisation plan drawn up in
accordance with Law 218 of 30 July 1990 and
approved by Ministerial Decree of 23 December
1991, Cassa di Risparmio di Alessandria spun off its
banking activity with the establishment of Cassa di
Risparmio di Alessandria S.p.A.
With effect from 24 September 2004, Banca
Popolare di Milano holds 80% of Cassa di Risparmio
di Alessandria, which as a result has become part of
the BPM Group.
Mission
Cassa di Risparmio di Alessandria wants to help
promote the development of the territory in which
it operates by paying constant attention to the
needs of local households and businesses, with
particular regard to SMEs. The Bank’s link with the
local territory is also being developed thanks to
the innumerable treasury services provided to the
Public Administration.
Parent Company, HR management has to tend
towards a higher level of overall efficiency that is
able to raise the Bank’s competitiveness and create
a greater orientation towards Customers and the
market.
• Innovation and technology
Technological resources are a fundamental tool to
implement the Bank’s strategies in a balanced way, to
upgrade all IT procedures to new legal requirements
and to offer new products in line with state-of-the-art
technologies that can satisfy the needs of Customers.
• Marketing and communication
The Bank strategically revitalises relationships
with Customers on a continuous basis in sectors in
which the Bank has been traditionally and historical
involved, such as private banking (families and
entrepreneurs, particularly small and mid-sized
companies); public banking (local public entities and
institutions); civil banking (non-profit associations
and organisations).
Governance
(Information updated to 17 May 2007)
Strategy
Cassa di Risparmio di Alessandria’s strategy is to
reinforce and enhance its vocation as a retail bank,
offering a full range of high quality products and
services, with a particular eye on global consulting.
Integration with the BPM Group is playing an
important role in recovering and consolidating
profitability, holding down costs and raising
efficiency and productivity.
• Development of human resources and the
organisation
Human resources are an important and strategic
variable. By means of various interventions of
corporate reorganisation and synergies with the
Board of Directors
Chairman: Giuseppe Pernice
Deputy Chairman: Enrico Corali
Directors: Marco Bertini, Paolo Bianchi, Giorgio
Bianchini Scudellari, Sergio Guglielmero, Piero
Lonardi, Giacomo Maranzana, Piero Martinotti,
Piero Milano, Renzo Giuseppe Patria, Roberto
Roveta, Bruno Tacchino, Luciano Vandone, Michele
Zefferino.
The Board normally meets once a month.
statement figures
Direct deposits *
Loans
Operating income
Operating costs
Net income from financial activities
Equity (including net profit
for the period)
2006
2005
1,790.3
1,630.4
111.8
-64.8
47.0
16.7
1,759.2
1,471.0
98.6
-64.0
34.6
15.8
165.3
161.5
Other information
Indirect deposits (in millions of Euros)
- including AUM (in millions of Euros)
Branches
Employees
Customers
- of which individuals
- of which companies
* include amounts due to Customers, debt securities in issue and financial
liabilities designated at fair value through profit and loss.
168
2006
2005
2,353.3
946.5
2,179.3
922.9
84
82
576
580
112,844
85%
15%
113,872
88%
12%
Executive Committee
Chairman: Giuseppe Pernice
Deputy Chairman: Enrico Corali
Directors: Giorgio Bianchini Scudellari,
Piero Martinotti, Michele Zefferino.
Personnel
As part of the process of integrating increasingly
with the Parent Bank, Cassa di Risparmio di
Alessandria maintains its HR management
philosophy based on fairness and transparency in
all internal communications.
In particular, the Bank is implementing internal
policies designed to:
• consider each employee as a company asset;
• enhance the skills, professionalism and personal
aptitudes of each member of staff to ensure the
The Executive Committee normally meets once a
fortnight.
Chairman: Enrico Castoldi
Acting Statutory Auditors: Guido Barberis
e Antonio Ortolani.
Personnel mix
in accordance with Legislative Decree no 231/2001
Chairman: Paolo Manzato
Members: Giacomo Maranzana, Guido Porta, Enrico
Accomello e Adriano Parrini.
2006
%
2005
%
open-ended contracts
519
90.1
503
86.7
11
1.9
31
5.4
Total
46
8.0
46
7.9
576
100.0
580
100.0
16
2.8
14
2.4
No. of temps
84 retail branches: 65 in the province of Alessandria
(head office in Alessandria, 2 area offices and
62 branches); 5 in the province of Asti; 2 in the
province of Pavia; 4 in the province of Genoa; 5 the
province of Savona; 3 in the province of Vercelli and
1 in the province of Cuneo.
Customers
Number of Customers
by type
Individuals
Companies
Public administration
Customers
Service industry Customers
Total
Staff levels
2006
%
2005
%
Managers
Men
Women
10
–
1.7
–
7
–
1.2
–
Officials
Men
Women
108
52
18.8
9.0
107
55
18.4
9.5
Clerical
Men
Women
152
254
576
26.4
44.1
100.0
160
251
580
27.6
43.3
100.0
Total
2006
%
2005
%
95,510
84.6
96,895
85.1
13,378
11.9
13,135
2006
11.5
142
0.1
136
0.1
3,824
3.4
3,706
3.3
112,844
100
113,872
100
2005
Men Women
Men Women
66
59
66
56
190
232
191
235
11
7
14
7
Other
3
8
3
8
Total
270
306
274
306
Middle school
diploma
Average age of
personnel
Managers
Officials
Clerical
Average
2006
2005
Men
Women
Men
Women
57
49
40
44
48
40
41
56
50
40
44
–
49
40
42
169
growth of the individual and of the Bank as a result;
• discuss policies with the Parent Bank (both its own
traditional policies and those being developed in
the form of synergies);
• maintain contact and critical comparison with the
same sectors at the Parent Bank, taking advantage
of high level professional skills that already exist.
Members of staff on secondment from the Parent
Bank have made a decisive contribution in this
direction.
Personnel flows
in and out
1
2006
2005
Arrivals
33
50
Departures1
37
59
-4
-9
almost all are due to retirement
Distribution by
structure
2006
%
2005
Men Women
%
Men Women
Branch network
71
191
218
71
193
217
Headquarters
25
76
67
26
80
73
4
3
21
3
1
16
100
270
306
100
274
306
Outside the structure
Total
Training
The 2006 training plan falls into the Parent Bank’s
development strategy. Classroom lessons, both
in terms of traditional training and procedural
training – continued to focus on sales employees,
confirming the Bank’s internal belief that earnings,
growth and business development are directly
related to Customer service and the integration
with the Parent Bank, which will be completed in
2007, with IT integration slated for November.
Certain courses grew exponentially on
previous years, with qualified instructors from
outside the bank, such as business courses
(“Foreign commerce”, “Advanced commerce”,
“Entrepreneurial thinking”, “Insurance”, etc.) and
development training for network employees.
In accordance with Law no. 626/94, 70 first aid
courses were provided to most staff members.
About 2/3 of employees with the right to receive
mandatory medical check-ups for the use of
monitors did.
In addition, a significant number of employees
participated in the new FAD courses (the
170
Parent Bank’s web platform), on administrative
responsibilities (Law no. 231) and health and
safety regulations (Law no. 626). More than
400 employees took part in these courses. The
PattiChiari courses were also provided to all
network employees once again.
In addition, training activities were provided in
connection with the distribution of didactic and
informational pamphlets to all employees on the
Organisational model as per Law no. 231 and the
anti-theft guide, as well as updates (handled by
Marketing) on PattiChiari via the company intranet.
During the year, new temporary task force training
continued (16 employees), involving internal
instructors on more than one occasion (basic
training, field training and continuous updates).
Members of staff also took part in various external
courses, either on the advice of their heads of
department, or as decided by the staff training
department.
Course content
Procedures
Management skills
2006
2005
man/days
man/days
282
131
46
132
Sales and marketing
470
87.5
Professional skills
662
548
New hire training
50
582.5
Remote training
388
410
-
–
10
26.5
1,908
1,917.5
Languages
Total
Training by category
2006
2005
Managers
Total
No. of days
7
9
1
1
Officials
Total
No. of days
120
617
120
551.5
Clerical
Total
No. of days
315
1,282
340
1,365
Total
Total
No. of days
442
1,908
461
1,917.5
(euro)
Community and Institutions
Locally, Cassa di Risparmio di Alessandria can
consider itself a leader in the management of
treasury services for local government entities,
as it provides this service for more than 250
entities, including the Provincial Authority and the
Municipality of the provincial capital.
Together with the Fondazione Cassa di Risparmio
di Alessandria, the Bank published a book
entitled “Monferrato. The signs of modernity”
This is the third volume in a series dedicated to
the Monferrato, an important part of the territory
Social outreach
2006
2005
282,870
116,000
Other
60,850
24,000
Total
343,720
140,000
mainly consisting of hill-land, whose cultural,
environmental and tourist enhancement plays a
central role in the redefinition of the economic
and social destiny of this area, known as the
“Alessandrino”.
Objectives for improvement
set out in the 2005 Social
Responsibility Report
Initiatives aimed at Customers/
new markets
Objectives for further
improvement
Steps taken
• Specific attention was paid to developing products for non-E.U. immigrants, with
a particular project handled by the Parent Bank and promoted by the various local
channels with the involvement of provinces and municipalities, as well as economic
and volunteer associations.
• The first-home 100% mortgage covering the entire value of the property was offered.
A new prepaid credit cart called “Eura” was also launched, completing the sales
offer, with the restyling of the credit card graphics.
• The farming segment was also expanded to complete the offer with a new line of
advertising communications.
• Relationships with trade associations and underwriting syndicates continued with
specific attention devoted to both conventions and seminars for entrepreneurs and
through agreements to promote loans and other products.
• New collaborative agreements were also signed with trade associations in the
various provinces in which the Bank is present.
Sviluppi previsti per il 2007
Initiatives aimed at Customers/
new markets
• New products were developed in synergy with the Parent to complete the Bank’s
offer in specific Customer segments. Particular emphasis will be placed on a series
of subsidies and incentives to increase the use of renewable energy sources,
with specific loans for companies and individuals who use them. The Bank will
mainly target farmers, young people and students, non-E.U. immigrants, business
associations and accountants.
• New collaboration agreements will be signed with trade associations in the various
provinces where the Bank has a presence, with a view to increasing commercial
penetration in the various market segments.
Organisation/distribution
network
• Il 22007 will see the process of integration of the CRA IT system into BPM’s IT system,
which should give rise to profitable synergies and positively impact organisation and
costs.
• A new “Treasury Service Centre” will be created to oversee all administrative, legal
and operating functions on behalf of entities for which the Bank provides treasury/
cash services, to improve the quality of the service and contain costs
171
Banca Akros S.p.A.
Banca Akros is the BPM Group’s investment and
private banking specialist, acting as an important
point of reference for institutions, companies and
individuals who participate in financial markets.
Constant financial analysis of equity markets
underpins all of the services offered by Banca Akros.
Banca Akros, which controls Akros HFR Alternative
Investments SGR in Italy and Akros Securities Inc.
in the United States (New York), has significant
strategic investments in companies such as
Group S.r.l. (for the subscription and placement of
securities), ESN LLP (equity research) and ESN NA
(broker dealer).
statement figures
2006
2005
423.9
300.4
(held for trading and available
for sale)
2,347.5
2,270.4
Other assets
Total assets
187.9
2,959.3
134.2
2,705.0
1,850.3
1,978.7
865.7
148.3
557.0
87.3
95.0
82.0
2,959.3
2,705.0
95.0
-58.7
85.8
-52.7
36.3
34.0
33.1
31.7
2006
2005
2,207.0
807.0
3
1,912.0
902.0
2
244
241
Loans and advances to banks and Customers)
Financial assets
Liabilities and equity
Due to banks and Customers
Financial liabilities held
for trading
Other liabilities
Equity
Total liabilities
and equity
Operating income
Operating costs
Net income from financial
activities
Other information
Indirect Customer deposits
- of which asset management
Number of branches
Number of employees
at year end
In 2006, Banca Akros participated in the PRO MAC
S.p.A. foundation, an alternative market that allows
small and mid-sized companies to be listed on a circuit
for institutional investors. The subsidiary Akros HFR
Alternative Investment SGR manages Italian funds
of hedge funds to offer Customers investment tools
that allow them a rational diversification of risk and
consequent optimisation of the expected return. The
funds included in the portfolios are selected according
to rigorous criteria of transparency and performance
analysis. This initiative is managed in partnership with
Hedge Fund Research, the worldwide leader in the
selection of hedge fund managers.
Governance
Board of Directors
Chairman: Graziano Tarantini;
Deputy Chairmen: Mario Artali, Ernesto Paolillo;
Managing Director: Marco Turrina
Directors: Maurizio Biliotti, Roberto Cavallotti, Dario
Martelli, Giordano Pelosato, Gianfranco Pittatore,
Leonardo Savini.
Chairman: Marco Baccani;
Acting Statutory Auditors: Enrico Castoldi, Ezio
Maria Simonelli.
Strategies
La sBanca Akros has built its strategy around innovation
and specialised expertise, with operations deeply
rooted in Italy, integrated with competitive business
development on all major international markets.
Banca Akros is a leading name in the field of Investment
Services and Private Banking for:
• mid-sized and large companies (both listed and
unlisted);
172
• institutional investors and intermediaries (banks,
insurance companies, bank foundations, security
houses, fund management companies, OEICs and asset
managers in general);
• government entities and the public administration;
• high net-worth individuals.
in accordance with Decree 231/20011
Members: Alessandra Barzaghi, Ferrante Zilioli.
The services provided by Banca Akros
The services offered by Banca Akros cover the entire
range of Investment & Private Banking activities.
In the field of investment banking, the Bank acts as
trader and market maker for equities and bonds.
It trades in derivatives on regulated and OTC
markets. Banca Akros also handles interest and
exchange rate hedging transactions on behalf of
companies and institutions with the need to hedge
their financial risk. It offers its specialised expertise
in the creation of domestic and international
competitive financial instruments in terms of yield,
transparency and innovation, to banking networks
and insurance companies. In the equity market,
it assists companies in stock market listings and
the placement of equities and bonds. In corporate
finance, Banca Akros offers advisory services to
companies and local entities, M&A consultancy
and securitization services. Banca Akros private
banking services include wealth management for
high net worth individuals, with personalised asset
management and order collections specialised
in terms of clients’ transactions on domestic and
international financial markets. Banca Akros has
offices in Milan, Rome and Turin, with a range
of services to meet the demands of the most
sophisticated clients.
Personnel
Breakdown by level
Men
Women
24
1
24
1
Officials
Men
Women
77
35
79
30
Clerical
Men
Women
53
54
53
54
244
241
2006
2005
225
223
–
19
–
18
0
0
244
241
Personnel mix
No. of employees with openended contracts
No. of employees with fixedterm contracts
No. part-time employees
No. newly hired
employees
Number of employees
at year end
High school
diploma
Number of employees
at year end
Average age of employees
Managers
Officials
Clerical
Average age of employees
2006
Women
Men
Women
69
34
70
28
76
48
77
49
9
8
9
8
154
90
156
85
Men
Women
Men
Women
48
40
36
40
51
40
36
38
47
39
35
39
50
40
35
37
2006
Arrivals1
Departures2
Hired under open-ended contracts
2005
Men
Personnel flows
1
2005
Managers
Number of employees
at year end
Financial research and analysis
Banca Akros’ Financial Analysis team acts as the
financial research centre for the entire BPM Group.
Its research activity covers fundamental equity
analysis, macroeconomic research and technical
analysis. To ensure full coverage of European equity
markets for its clients, Banca Akros helped found
the European Securities Network LLP (ESN). This
company, which is owned in equal shares by the ten
leading banks and traders in Europe and represents
ten European countries, trades in securities and
conducts equity research on over 800 European
equities. ESN is based on a multi-local federal
model, one-of-a-kind in Europe, with 130 analysts
and 140 sales representatives for equity markets. It
is independent with no conflicts of interest.
2006
2
2005
2006
2005
21
18
3
16
15
1
Mainly voluntary resignations
COMMITMENTS: areas for improvement
Business strategy and corporate
governance
• product and process innovation to meet new developments in Customers’ needs, in
step with the market and European regulations;
• internationalisation and development of the corporate finance business.
Banca Akros promoted these initiatives in its strategic group plan. It expects to achieve
these targets by 2009.
173
Bipiemme Gestioni SGR is the Bipiemme Group’s
fund management company, boasting 20 years
of experience in the field of mutual funds after
being founded in 1984. Bipiemme Gestioni SGR
offers comprehensive products and services to
meet all its clients’ needs, encompassing global
funds and geographically specialised funds. Over
time, the product range has been expanded to
include important innovations: from quantitative
management to flexible funds, from specialist
funds to ethical and multimanager funds. Bipiemme
Gestioni SGR also offers various different lines of
asset management in securities and in funds, as
well as the chance to supplement public pension
cover with an open-ended pension fund. The quality
of the services offered by Bipiemme Gestioni SGR
has won it a variety of awards over the years:
• for the fourth year running, it ranked among the
top large fund managers in Italy in the Premio Alto
Rendimento organised by “Il Sole 24 Ore”: 1st place
in 2003 and 2004, 2nd in 2005 and 2006;
• 1st place in the Standard & Poors Fund Awards
2007 “Specialist Group” for 2006;
• 1st place in the Milano Finanza Global Awards
2007 for 2006 as the Italian company with the most
A ratings and the best average rating in the last
three years for mid-sized managers;
• 1st place in the Grand Prix Eurofonds for the
best European fund managers, as the best Italian
company with 16 to 25 funds.
In addition:
in 2004 and 2005, the BPM Iniziativa Europa fund
was awarded the Premio Alto Rendimento as the
best “European Equity Fund”.
• the Bipiemme Valore fund won 1st place in
the “S&P’s Fund Awards Italy 2007” for best
performance from 2002 to 2006.
Mission
To offer professional, innovative, transparent
management with tailor-made solutions
and instruments for individual investment
requirements: mutual funds, funds of funds,
pension funds and managed portfolios.
To diversify Customers’ portfolios in the best
way possible according to their time horizon and
propensity for risk.
Strategies
• rento increasingly boost the efficiency of
transactions in its industry;
• to offer a complete range of products and
services, constantly striving for excellence in terms
of staying in step with competitive developments;
• to strengthen profitability by significantly
increasing revenues and introducing measures that
focus on management costs.
Governance
(updated to July 2007)
Board of Directors
Chairman: Marco Vitale
Deputy Chairman: Marcello Priori
Deputy Chairman: Gino Camillo Puliti
Directors: Maurizio Biliotti, Roberto Cavallotti,
Italo Ciancia, Federico Fornaro, Roberto Fusilli,
Roberto Marmo, Mario Mazzoleni, Sergio Riboldi.
Chairman: Marco Baccani
Acting Statutory Auditors: Alberto Balestreri,
Luigi Dabbicco
174
figures
2006
2005
Other information
Net interest and other banking income
52.2
43.9
Employees
Operating costs
-21.0
-20.5
18.6
13.9
Assets in mutual funds and
Pension fund in millions of Euros
Equity
42.5
36.3
Individual asset management schemes in millions of Euros
2006
2005
110
110
12,442.1
12,826.1
7,433.0
7,114.0
in accordance with Legislative Decree no 231/2001
Chairman: Italo Ciancia
Members: Marco Baccani; Alberto Balestreri, Carlo
Cesare Farma.
Bipiemme Gestioni SGR distributes its mutual
funds inside the BPM Group through the banking
branches, a website and a network of private
bankers; and outside the Group, through thirdparty banks, insurance companies, SIMs (security
houses) and financial consultancy networks for
a total of 44 institutions with which the SGR has
signed a placement contract.
Products
• Investment solutions
Funds structured in such a way as to meet the aims
of investors who delegate to the management
company both the structure of the portfolio and
the choice of the individual businesses that make
it up.
• Investment tools
Funds that specialise in particular markets or
geographical areas, which together can make up a
diversified portfolio for investors who delegate the
choice of individual business to the management
company, but who want a say in choosing the best
investment strategy to meet their objectives.
• Cash management
Funds geared to individuals or legal entities that
manage their financial assets, or part of them,
over a period of less than two years, exclusively
using money market instruments. For companies
and other institutional investors, BPM Gestioni
also offers solutions that meet the need for
effective and active treasury management, without
overlooking tax advantages.
Customers
The Company maintains a constant and continuous
flow of information on Customers, which permits
maximum transparency in the analysis of the
services offered and maximum effort in supporting
the products and services offered with continuous
advice and a shared approach to satisfying each
Customer’s needs.
The Customers of Bipiemme Gestioni SGR consist
of banks and security houses that distribute
its products and services or that buy them for
themselves. Moreover, numerous institutional
organisations (pension funds, insurance
companies, charities, etc.) use the Company’s
services for their own investments. Relationships
with individuals are limited to a small number of
Customers with particular needs. In other words,
the Company works mainly with institutional
Customers, both inside and outside the Group.
External relations
Bipiemme Gestioni SGR pays a great deal of
attention to external relations with the media
and with Customers. For several years now, the
Communications and External Relations Department
has been handling all contact with the media so as
to make the spreading of news to the general public
as effective as possible, by means of:
• press releases that are sent to financial/national
newspapers, magazines and press agencies;
• meetings with financial journalists to directly
discuss the Company’s activities and the various
initiatives that it promotes;
• a website that provides all of the information
that a Customer might need on the products and
services provided by the Company, as well as the
latest news on the economy.
Every year, Bipiemme Gestioni SGR organises the
Economy and Savings Forum, an event devoted
to the prospects of financial markets with the
participation of world-famous experts.
175
Personnel
Bipiemme Gestioni SGR wants to stand out for
the high level of co-operation within the firm and
for the development of its members of staff by
adopting best market practices to attract people
with the top professional skills and to offer high
quality services.
Breakdown
by level
2006
%
2005
%
Men
Women
7
2
6.36
1.82
7
3
6.36
2.73
Men
Women
27
16
24.54
14.54
28
14
25.45
12.73
Men
Women
33
25
30.00
22.74
31
27
28.18
24.55
110
100
110
100
2006
%
2005
%
long-term contracts
103
93.64
105
95.5
1
0.91
–
–
No. of part-time
employees
6
5.45
5
4.5
110
100
110
100
Managers
Institutions
Bipiemme Gestioni SGR has on-going relations
with the Supervisory Authorities, trade
associations and external consultants that handle
matters relating to the correct management
of the company and relations with the Bank of
Italy, CONSOB, COVIP, and with various trade
associations and external consultants which
handle matters relating to financial products.
Within ABI and Assogestioni it follows the
activities of the taskforces relating to the
Company’s areas of interest.
Officials
Clerical
Total
Personnel mix
Total
No. of temps
2
Average age
in and out
2006
Managers
2005
Men
Women
Men
Women
45.57
49
44.5
47
Officials
41.92
41.6
40
41.5
Clerical
36.18
35.72
35.5
35.5
Average
39.48
38.32
38.5
38
2006
2005
Men
Women
Men
Women
University degree
(long or short course)
36
13
35
14
High school
diploma
28
24
28
24
3
6
3
6
67
43
66
44
Middle school
certificate or lower
high school diploma
Total
176
3
Community
Together with the Diocesan Museum of Milan
- Fondazione Sant’Ambrogio – Bipiemme Gestioni
SGR organises the cultural initiative entitled “Un
Capolavoro per Milano”.
This is an initiative which every year brings
to Milan a work of art that is normally kept
elsewhere, in a place where it is hard for the
general public to gain access.
After a short pause in 2005, Bipiemme Gestioni
SGR returned to this initiative in 2006, in
collaboration with the Museo Diocesano,
inaugurating the exhibition of the Holy Family
with Saint Elizabeth and the Infant Saint John the
Baptist by Andrea Mantegna, from the Kimbell Art
Museum of Fort Worth, Texas.
Given its artistic and cultural significance, the
initiative was organised under the auspices of the
President of the Italy and the Ministry of Culture,
the Lombardy Region - Lombardy Culture, Identity
and Independence, the Province of Milan and the
City of Milan - Cultural Department.
Year
Work of art
2002
Ecce Homo by Antonello da
Messina
15,000
2003
Annunciazione by Domenico
Beccafumi
20,000
2004
Cattura di Cristo by
Caravaggio
50,000
2006
The Holy Family by Andrea
Mantegna
50,000
Social outreach
Visitors
2006
2005
30,000
30,000
Moreover, since 2000, together with the Parent
Bank Banca Popolare di Milano, BPM Gestioni has
organised the Economy and Savings Forum, an
annual, high level meeting, devoted to economic
scenarios and financial markets, with particular
attention to changes in investors’ attitudes and
needs, and the way in which sector operators get
organised to satisfy them. The event is reserved
for Customers and big names in economics and
finance.
177
We@Service S.p.A.
History
We@Service was set up in 2000 as a commercial
services and information technology company
focusing principally on the Internet channels of the
BPM Group.
The Internet services handled by We@Service
are aimed both at individual Customers through
We@Bank, and at corporate Customers through
InLineanet.
Governance
Board of Directors
Chairman: Michele Motterlini
Deputy Chairman: Sergio Fumagalli
Managing Director: Andrea Cardamone
Directors: Roberto Cavallotti,
Davide Meale, Marco Montalenti,
Michele Zefferino.
Mission
The Company’s mission includes the following
objectives:
• to maintain leadership in terms of completeness
of service (contents and technological updating);
Chairman: Piero Vergani;
Acting Statutory Auditors: Enrico Radice, Paolo
Salvaderi.
to support and guarantee the process of
commercial and IT integration with the Group’s
various distribution channels to produce additional
revenue, also from dedicated Internet services;
• to create value for the Group by fostering growth
and loyalty among the Customer base, while making
it possible to handle large volumes of transactions
at low unit costs.
•
Strategy
Through its business, the Company develops and
manages BPM’s on-line channel so as to generate
value for Customers and for the shareholder by
achieving efficiency and profitability.
The Company’s strategic guidelines are based on
continuous innovation so as to maintain a constant
level of improvement in the services that it provides,
both in terms of quality and performance, as well
as functional completeness, also through the
introduction of value-added services.
Operations Committee
This is made up of the Company’s Area Managers,
together with the Managing Director. It lays down
operating policies based on the strategies decided
by the Board of Directors.
in accordance with Legislative Decree no. 231/2001
Chairman: Sergio Fumagalli
Members: Francesco Gramaglia, Piero Vergani.
figures
2006
2005
Value of production
22.2
21.9
Production margin
6.2
6.4
Equity
178
3.6
7.3
10.9
11.7
Other information
2006
2005
78
76
Authorised Customers
257,471
206,698
Of which users
197,207
152,114
Employees
Of which users
who carry out transactions
Number of accesses
134,283
89,695
16,032,000
13,182,527
Personnel
Community
Breakdown by level
2006
%
2005
%
Men
Women
4
–
5
–
4
–
5
–
Officials
Men
Women
15
18
19
23
13
18
17
24
Clerical
Men
Women
14
27
78
18
35
100
16
25
76
21
33
100
2006
%
2005
%
long-term contracts
71
91.0
70
92
7
9.0
6
8
Managers
Total
Type of contract
of which
6
78
100
76
100
of which
No. of temps
17
21.8
13
17
2006
Men Women
Managers
41
Officials
Clerical
Average
2006
Solidarity
2,200
4,500
w–
15,100
2,200
19,600
Associations
Total
2005
5
Total
Average age of personnel
Interventi nel sociale
2005
Men Women
–
40
–
41
37
40
36
31
34
31
32
38
35
37
34
Training
Training was held in 2006 to ensure the professional
growth of human resources in their respective areas,
as well as to lay the cultural foundation for innovation.
To this end, a project was launched in part of the
company to create the necessary methodology for
profit margin innovation in line with business targets.
This methodology will be applied to specific areas.
2006
Men Women
2005
Men Women
University degree (long or
short course)
15
19
17
19
High school diploma
17
25
15
23
1
1
1
1
33
45
33
43
Average
179

BPM Group - Borsa Italiana

Transcription

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