AnnuAl RepoRt 2008 - Crédit Coopératif
Transcription
AnnuAl RepoRt 2008 - Crédit Coopératif
Société coopérative anonyme de Banque Populaire à capital variable R.C.S. Nanterre B 349 974 931 - APE 6419Z 33, rue des Trois Fontanot BP 211 – 92002 Nanterre cedex Tél. : 01 47 24 85 00 www.credit-cooperatif.coop Groupe Crédit Coopératif - Annual Report 2008 Réf. ARF 2009 - Avril 2009 - ByTheWayCreacom - Document imprimé sur du papier recyclé sans chlore. Crédit Coopératif, annual report 2008 Crédit Coopératif Group Annual Report 2008 4 A nn u al R eport 2 0 0 8 CONTENTS Crédit Coopératif Group - Annual Report 2008 CHAIRMAN’S ADDRESS p.7 THE CREDIT COOPERATIF GROUP p.8 ORGANISATION OF THE CREDIT COOPERATIF GROUP p.10 CRÉDIT COOPÉRATIF WITHIN THE BANQUE POPULAIRE GROUP p.12 ORGANISATION OF COOPERATIVE LIFE p.13 GROUP GOVERNANCE p.14 KEY FIGURES FOR 2008 p.18 A-CHAIRMAN’S REPORT ON THE PROCEEDINGS OF THE BOARD OF DIRECTORS AND INTERNAL CONTROL PROCEDURES General introduction 1. MANNER IN WHICH THE PROCEEDINGS OF THE BOARD OF DIRECTORS WERE PREPARED AND ORGANISED 1.1 Composition of the board of directors 1.2 Role and functioning of the board of directors 1.3 Manner in which the proceedings of the board of directors were prepared 1.4 Evaluation of the proceedings of the board of directors 1.5 Powers of the company’s senior managers 1.6 Principles and rules used to determine the remuneration of the senior managers 1.7 The Conseil National du Credit Cooperatif (cncc - Credit Cooperatif National Council) p.21 p.22 p.22 p.23 p.26 p.26 p.26 p.27 p.35 B-CREDIT COOPERATIF GROUP MANAGEMENT REPORT General introduction 1. activities 2008 of the CReDIT COOPeRATIF group 1.1 The economic and financial environment 1.2 Our customer segments 1.3Business activities at the service of the real economy 3. GROUP ARCHITECTURE 3.1 Legal status 3.2 Subsidiaries 3.3 Associated non-subsidiary institutions 3.4 Equity participations on a partnership basis 4.BOARD OF DIRECTORS AND GENERAL MANAGEMENT 4.1 Remits and functions at 31 december 2008 4.2 Remunerations and income paid during the year 4.3 Proposed renewals p.45 p.45 p.46 p.48 p.48 p.52 p.53 p.53 p.53 p.56 p.59 p.62 p.62 p.71 p.73 p.24 2.INTERNAL CONTROL PROCEDURE p.28 2.1 General organisation p.28 2.2 Risk monitoring and control p.29 2.3 Organisation of the internal control procedures relating to accounting and financial informationp.33 3. STATUTORY AUDITORS’ REPORT ON THE CHAIRMAN’S REPORT 2. SOCIAL AND ENVIRONMENTAL RESPONSIBILITY 2.1 A cooperative and partner bank 2.2 Socially responsible financing and microfinancing 2.3 Human resources 2.4 Environmental impacts of the activity 2.5 Fondation Credit Cooperatif p.37 p.38 p.38 p.39 p.40 5.COMPANY ACCOUNTS AND CONSOLIDATED ACCOUNTS 2008 5.1 Accounting repositories used 5.2 Consolidated accounts 2008 5.3 Ratios and ratings 5.4 Company financial statements 2008 p.74 p.74 p.74 p.76 p.76 6.DISTRIBUTION AND APPROPRIATION OF EARNINGS p.81 7. PROSPECTS FOR 2009 p.82 C-CREDIT COOPERATIF GROUP FINANCIAL STATEMENTS 1.CREDIT COOPERATIF GROUP FINANCIAL STATEMENTS p.86 2.CREDIT COOPERATIF COMPANY FINANCIAL STATEMENTS p.154 3.STATUTORY AUDITORS’ REPORTS p.186 DRAFT RESOLUTIONS p.190 CERTIFICATION BY THE PERSONS RESPONSIBLE FOR THE ANNUAL REPORT p.192 5 6 A nn u al R eport 2 0 0 8 CHAIRMAN’S ADDRESS G ood level of activity, worldwide environment of crises, drawing up a Company project to take us through to 2015: that sums up 2008 for the Crédit Coopératif Group. Its activity, which is mainly based on collection of funds, loans and services, saw general growth in 2008 that highlights the efficiency of its teams, good client relations and, a fundamentally sound positioning in line with the Company’s expectations. Nonetheless, the current economic difficulties require vigilance on our part, with increased provisions concerning some clients, changes in resources and significant growth in investment loans. As financial operations and investments are in no way among our core activities, and our fully owned investments exclude all «toxic» or speculative assets, for the first nine months of 2008 we thought we would remain unaffected by the financial crisis, or rather the many successive crises: crises arising from subprime loans, structured assets, and loan insurers, and then the banking crisis with the fall of Lehman Brothers, followed by a stock market crisis and an economic crisis. The only setbacks suffered by Crédit Coopératif as a result of these various crises concern three bank failures, Lehman Brothers and two Icelandic banks, some of whose bonds were held by Crédit Coopératif. To that, we must add the very prudent provisions set aside for risks concerning our outstanding credits granted in order to face up to the consequences of the economic situation, which has become difficult for our clienteles. The financial crisis has thus led to a fall in our 2008 earnings, but we consider that there are no prospects of seeing further future setbacks in the financial field, taking into account the nature of our portfolios and their management.Crédit Coopératif has also been closely following the planned links between the Banque Populaire Group and the Caisses d’Epargne Group. Although Crédit Coopératif regrets that its senior management’s comments were not taken into account more carefully, as this could have avoided the painful experience of Natixis, it is not fundamentally opposed to setting up links between the two groups, provided that their cooperative nature is fully taken into account and the coming set-up is based on decentralised cooperative networks. For the Crédit Coopératif Group, 2008 was also marked by an exceptional event: drawing up its Coopéraction 2015 Company project and its 2012 medium-term plan. These projects tie in well with the basic principles that have underpinned our success over the last ten years, and they will lead to a cooperative banking group that is even better suited to the current circumstances, and even more useful in facing them, than when work began on the projects. I would like to underline the fact that the work marked a significant milestone in the constitutive participative democracy of Crédit Coopératif, in the form of participation of almost three hundred staff members, member mobilisation in the Crédit Coopératif Regional Committees and National Council, and the contributions made by their movements as members of the Board of Directors, plus of course the Chairman and the Managing Directors, a team that has now settled in well. In a somewhat discouraging economic environment, the project sets out our position clearly: we must make a distinction between temporary difficulties and our determination to provide enhanced services for increasing numbers of members, and bring life to an economy based on criteria other than financial speculation. We have to organise the development necessary to reach this objective. It’s time to give priority to the real economy, that we finance as our vocation and as a matter of choice, and to patient finance that reflects life’s rhythms; the current situation lead us to believe, without pretentiousness but with conviction, that we are right in doing so. Jean-Claude DETILLEUX Chairman Credit Cooperatif Group 7 The Crédit Coopératif Group S et up thanks to the efforts of Crédit Coopératif and the movements that make it up, the Crédit Coopératif Group federates subsidiaries and banking and financial establishments and organises their financial solidarity. Led by Crédit Coopératif, the Group provides its selected clienteles and their federating organisations with the means to build efficient shared solutions and apply them in a triangular relationship. In the Banque Populaire Group, it acts as a centre of expertise, in particular for the social and citizen economy and in the field of cooperative practices. Its ambition is to provide increasingly useful services to enhance its members’ and clients’ powers of action. HistoryThe origins of Crédit Coopératif go back to the late 19th century, when cooperatives set up their own bank. Since then, it has regularly developed its activities, clienteles, and network, while remaining true to its initial vocation. Crédit Coopératif as it now exists results from the merger, in 2003, of the Crédit Coopératif bank, the descendant of the cooperative bank set up by workers’ production associations in 1893, and the Caisse Centrale de Crédit Coopératif, set up in 1938 to finance investments by production and consumption cooperatives. These establishments set up links in 1970 to form a complete banking group with a national network that meets all the banking requirements of their members, most of whom are legal entities. The Group has also seen development through external growth operations, taking over the activities of GMF Banque (1994), BTP Banque (1996), Banque Pommier Finindus, Banque du Dôme and Banque de l’Entreprise (1998). Since 2003, Crédit Coopératif has assumed the status of a société anonyme coopérative de banque populaire à capital variable [variable-capital people’s-bank cooperative public limited company]. With an interest in the capital of the Banque Fédérale des Banques Populaires, it is one of the parent companies of the Banque Populaire Group, to which it is linked by an agreement that guarantees its management independence, its identity and its brand image. Within the terms of the monetary and financial code, it is affiliated to the Banque Fédérale des Banques Populaires, which ensures its liquidity and solvability. It benefits from that bank’s notation. A group with a human faceThe Crédit Coopératif Group is organized around a cooperative bank, Crédit Coopératif. It is made up of two national banking networks, Crédit Coopératif and BTP Banque, a subsidiary dedicated to businesses and institutions in the building and civilengineering trades, and companies specialised by business line, 8 such as the Ecofi Investissements asset-management company and Batilease for financial leasing. The Crédit Coopératif Group also includes several institutions that have signed an association agreement with it. They are mainly financial tools managed, or even set up, with movements that federate clients. Crédit Coopératif ensures their liquidity and solvability, within the framework of an association contract. The Group has a hundred or so Crédit Coopératif and BTP Banque branches located throughout Metropolitan France, often brought together in a shared sales outlet, plus a distant bank branch dedicated to private individuals and online banking services. It combines the advantages of a group with a human face, in which each client has his or her place, with those of a major banking group, the Banque Populaire Group. It is thus able to meet the expectations of its clients and members for their operations in France and in other countries, whatever their size. It calls on expert partners to complete its range of services. A pioneer of caring finance in France and Europe, it is also a bank embodying a bond of affinity with all who want to give a different meaning to their banking relationship. A cooperative bankCrédit Coopératif is a cooperative bank: It is owned by its clients. Its members, most of whom are customer legal entities, hold 100% of the Assembly voting rights. They exercise those rights in accordance with the “one person, one vote” principle. Crédit Coopératif attaches considerable importance to putting its cooperative values to good use: through bodies set up to reach agreement and make decisions, its members are able to take part in the life of their bank. The presence of movements and professional federations that represent the members enables their stakes to be taken into account in these bodies. A partner bankCrédit Coopératif maintains close links with its members, their movements and their professional organisations, to set up triangular relationships such as those that can be seen in the existence of “associated” establishments. To widen the scope of its operations, Crédit Coopératif frequently relies on specialist partners, within the Banque Populaire Group (employee savings, leasing, factoring, development capital, etc.), or elsewhere, for venture and development capital (Esfin-Ides Group, etc.), insurance (Azur GMF, Mutavie, etc.), or for development of the social and citizen economy (Caisse des Dépôts, Chèque Déjeuner Group, etc.), to mention just a few examples. A nn u al R eport 2 0 0 8 Select clientelesA bank for cooperatives, companies, and their joint ventures Crédit Coopératif is the bank of many companies, cooperatives and their members, joint ventures between SMEs and SMIs, artisans, etc. They have a very wide range of activities in industry and services, the building trade, civil engineering, mass retailing, corner stores, maritime activities, fair trading, renewable energy sources, social entrepreneurship, etc. Many of the firms are part of the local economic structure, belong to networks, integrate logics stemming from their branches of activity, and implement inter-cooperative partnerships that the Crédit Coopératif Group supports. With their professional organisations and their movements, they set up partnerships with structures that are dedicated to them, and especially financial establishments. Crédit Coopératif and BTP Banque alike use their knowledge and their immersion in professional circles to provide suitable responses. A bank for associations and organisations in the public interest For almost 40 years, Crédit Coopératif has been a reference bank for organisations and services whose activities are in the public interest (SIGs in French). Associations large and small, mutual societies, social organisations managing housing, local public companies, or even classic joint stock companies in some cases, their wide ranges of activities are essential for a balanced society: health, social actions, social and deeply social housing, education, integration, international solidarity, culture, environment, welfare, sport, denominational organisations, micro-credit, etc. Crédit Coopératif develops products and services that correspond to their specific economic, legal and fiscal aspects with widely recognised expertise, backed up by its close links with its members and their movements. A bank for “special” private individuals Like all other banks, Crédit Coopératif provides a full range of banking services, investments and financing for private individuals. Managing their accounts, saving up, investing, taking out loans, obtaining advice… each client has all the means necessary to maintain his or her banking relations, but with one difference: almost all the services are also accessible in socially responsible versions (current accounts, bank cards, savings accounts, UCITS, etc.). By subscribing shares that are dedicated to them, private individuals can opt to provide Crédit Coopératif with extra resources to develop its activities. A bank with commitmentsAs an extension to the partnerships with its client members, Crédit Coopératif is committed to promoting their specific aspects and those of the socially responsible economy. The Fondation Crédit Coopératif is a major instrument in this long-term undertaking. For over 20 years, it has multiplied innovative actions, using resources that have regularly been added to. The Crédit Coopératif Group is also present in many joint organisations representing the socially responsible economy, at regional, national and international levels. A bank for socially responsible financing Crédit Coopératif is a pioneer in socially responsible financing. A pioneer because twenty-five years ago, it launched the first shared investment scheme, Hunger and Development. A pioneer because it accompanied creation of a network of savings and credit cooperatives in Mali 20 years ago. And once again a pioneer today, thanks to the breadth of its range and its ability to innovate, in France and elsewhere in Europe, in the following fields: • Socially responsible savings and investment, for the benefit of organisations involved in solidarity actions; • Promotion and guarantees for socially responsible credit, to enables very small associations or disadvantaged people to gain access to credit; • Accompanying specialised actors, through technical and financial backing, in particular via the European Federation of ethical and alternative banks (FEBEA). Crédit Coopératif puts its expertise at the service of actors in socially responsible finance and designs tools with them to ensure their growth and their long-term existence. An actor promoting sustainable development For Crédit Coopératif, sustainable development, with its three pillars – social, economic and environmental – is much more than a passing fad. It is by nature that it shares, with all the enterprises in the socially responsible economy, a responsible, long-term view of the economy, due to the fact that it cannot share its reserves. Cooperative is an ambitious project built around economic and social solidarity, in which criteria other than maximum returns are taken into consideration: quality of service, public interest, added social value, and more generally social responsibility… It is not by chance that Crédit Coopératif is close to social enterprises, that it is the number one bank for social integration concerns, that it is so strongly present alongside associations of disabled people or joint ventures among enterprises, and that it is a pioneer in socially responsible finance. 9 Organisation of the Crédit Coopératif Group SIMPLIFIED ORGANISATION CHART FOR THE CREDIT COOPERATIF GROUP members Banque Fédérale des Banques Populaires Crédit Coopératif SUBSIDIARIES PARTNER INSTITUTIONS BTP Banque Ecofi Investissements Bank Banque Edel BTP Capital Conseil BTP Capital Investissement Tise Crédit Bail Immobilier Inter-Coop Intercop Location Bati Lease Financial lending companies Caisse Solidaire Société financière de la Nef Gedex Distribution SOCOREC Companies providing guarantees CMGM Nord Financement Sofigard Sofindi Sofirif Sofiscop Sofiscop Sud-Est Somudimec Somupaca MAIN PARTICIPATIONS ON A PARTNERSHIP BASIS Development capital Banque Populaire Développement COOPEST Croissance Nord-Pas de Calais Groupe Esfin-Ides IRD Nord-Pas de Calais Rhône Dauphiné Développement SOCODEN SOFINEI TRANSMEA Personal services Chèque Domicile Social housing FINANTOIT Consulting, insurance AMOS ET Compagnie CGI BâTIMENT Socially responsible finance SIFA SIDI SEFEA France Active Garantie Sustainable Development Enercoop Asset management CAP WEST COGITAM Europe Eurecos Kreditimi Rural i Kosovoes The establishments shown in this simplified organisation chart are presented opposite and in the “Group Architecture” section on page 53 10 A nn u al R eport 2 0 0 8 Banque Fédérale des Banques Populaires: with a holding in BFBP, together with the other banques populaires, Crédit Coopératif is a parent company in the Group. SUBSIDIARIES BTP Banque : A bank for entrepreneurs and institutions in building and civil engineering Ecofi Investissements: Asset management Company BTP Capital Conseil: Consultancy for transfers of building and civil engineering firms BTP Capital Investissement : development capital company for building and civil engineering firms TISE: development capital company in socially responsible firms in Poland Inter-Coop: real estate finance leasing company Intercop Location: hire company (ex Sicomi Coop) Bati Lease: real estate finance leasing company PARTNER INSTITUTIONS Bank Banque Edel: bank held and managed with the E. Leclerc movement Financial lending companies Caisse Solidaire: Cooperative institution providing socially responsible credit (NordPas-de-Calais). Société financière de la NEF: Cooperative financial company, solidaire. Gedex Distribution: credit institution created by the Gedex retailers’ cooperative. SOCOREC: cooperative financial company managed by groups of independent tradesmen Companies providing guarantees CMGM: mutual cooperative guarantee company, financial tool of industrial federations and professional associations Nord Financement: financial cooperative for SME/SMIs in the Nord Pas-de-Calais department Sofigard: a financial cooperative for SME/ SMIs in the Gard department. Sofindi: a financial cooperative for SME/SMIs in the Poitou-Charentes region Sofirif: a financial cooperative forSME/SMIs in the Île-de-France region Sofiscop: a financial cooperative company and a tool for the SCOP movement throughout France (except in the south-east) Sofiscop Sud-Est: a financial cooperative company and a tool for the SCOP movement in south-east France Somudimec: mutual cooperative guarantee company for SMIs, a financial tool of industrial federations in the Rhône-Alpes and Bourgogne regions Auvergne and Franche-Comté regions Somupaca: a financial cooperative for SME/ SMIs in the Provence-Alpes-Côte d’Azur region MAIN PARTICIPATIONS ON A PARTNERSHIP BASIS Development capital Banque Populaire Développement: development capital company for non-listed companies. COOPEST: financial tool dedicated to financing socially responsible firms in Eastern Europe Croissance Nord-Pas de Calais: development capital company for non-listed SMEs in the Nord-Pas-de-Calais department Esfin-Ides Group: development capital company for firms in the socially responsible economy and SME-SMIs in all sectors, set up by players in the socially responsible economy IRD Nord-Pas de Calais: development capital company set up to accompany firms in the Nord-Pas-de-Calais department Rhône Dauphiné Développement: development capital company with a local vocation SOCODEN: a financial cooperative company linked to the SCOP movement SOFINEI: Socially responsible financing company for development of firms in the integration sector TRANSMEA: development capital company dedicated to staff buyouts of businesses. Personal services Chèque Domicile: Chèque Domicile: the biggest issuer of universal service employment cheques Social housing FINANTOIT: joint interest cooperative company bringing together players in first-level social housing, approved as a socially responsible firm Consulting, insurance AMOS ET Compagnie: Consulting and engineering firm for the Mutual Companies in the Code de la Mutualité CGI BÂTIMENT: Guarantee insurance company working closely with the FFB Socially responsible finance SIFA: France Active’s socially responsible investment company providing employment backing for people undergoing integration SIDI: company specialised in providing financial and technical support for local financing structures outside France SEFEA: a cooperative company promoting socially responsible finance in Europe France Active Garantie: financial company providing guarantees as part of the work to create activities to combat exclusion Sustainable Development Enercoop: joint interest cooperative company supplying electricity from renewable energy sources Asset management CAP WEST: management company specialised in managing international shares COGITAM: management company specialised in alternative management Europe Eurecos: real estate company set up to accompany growth in the Catalan socially responsible economy Kreditimi Rural i Kosovoes: Kosovo microfinance institution for the rural economy. 11 Crédit Coopératif in the Banque Populaire Group regional banques populaires and casden bp Crédit coopératif 97,5 % 20 % (CCI) 2,01 % Banque fédérale des Banques populaires 20 % (CCI) 34,45 % NATIXIS C rédit Coopératif is a cooperative bank that is owned by its 29,814 members (figure as at 31 December 2008). The latter are both partners and users, and they are entitled to attend its general meetings. Crédit Coopératif is also one of the parent companies of the Banque Fédérale des Banques Populaires, the federating bank for the French people’s banks, in which it holds 2.01% of the capital. Mr. Jean-Claude Detilleux, Chairman of Crédit Coopératif, sits on the Board of Directors of the Banque Fédérale des Banques Populaires, as a Director. Within the terms of the monetary and financial code, Crédit Coopératif is affiliated to the Banque Fédérale des Banques Populaires, which ensures its liquidity and solvability, through its mission as the central body. Crédit Coopératif has a specific role in the Banque Populaire 12 Group. Within the group, it has a specific status, governed by a protocol. The latter states in particular that Crédit Coopératif, its subsidiaries and the entities linked to it: - Keep their own names, commercial names, brands and identities, together with their specific aspects and their clientele, their management autonomy, their freedom to enter into commitments and their internal operating and financial rules; - Are considered, in the Banque Populaire Group, as reference institutions for the socially responsible economy. Natixis, a listed company owned jointly by the Banque Populaire Group and the Caisse d’Epargne Group, has a 20% holding in the capital of Crédit Coopératif in the form of cooperative certificates of investment (CCI), securities without voting rights whose characteristics are set out in the French law n°47-1775 of 10 September 1947 giving cooperation its legal status, as modified by the French law n°87-416 of 17 June 1987. A nn u al R eport 2 0 0 8 Organisation of cooperative life members 23 general section meeting ordinary general meeting of delegates representing the members credit cooperatif board of directors Cooperative life is based on members. They attend general meetings at national and regional levels, and appoint their representatives, who sit on the Crédit Coopératif Board of Directors. General meetings At a regional level, the members attend section meetings and vote on matters on the agenda. In particular, they vote on: - Allocation of the results for the financial year, - Interest on members’ shares, - The composition of the Board of Directors, whose members they elect. At a national level, each section meeting appoints a delegate who takes part in the Ordinary General Meeting of Delegates, during which the resolutions are adopted by adding up the local votes. The board of directors The Board of Directors is made up of representatives elected by the members during the general meetings. The Conseil National du Crédit Coopératif (cncc - credit cooperatif national council) members, associated partners branch committee branch committee branch committee regional commitee regional commitee national client federations branch committee chairmens’ conference associated institutions cncc general meeting CNCC executive committee Apart from the Board of Directors, Crédit Coopératif has set up a consultative structure that brings together more than 450 volunteer representatives of the members, at all the levels of banking life: - At a local level, the members’ representatives attend branch meetings, whose main purpose is to supervise the quality of the offer and relations between Crédit Coopératif and its members. - At a regional level, the members’ representatives attend Regional committee meetings. They pool their knowledge of their respective sectors of activity, and help to shape the regional aspects and organise regional general meetings. - At a national level, the General Meeting of the Conseil National du Crédit Coopératif brings together the Chairmen of the regional committees, the representatives of the national Crédit Coopératif federations and representatives of the credit institutions associated with Crédit Coopératif. This consultative structure, which advises the Board of Directors, provides a platform for expressing the clients’ requirements and a precious source of information on Group guidelines and the challenges facing the Group. 13 GOVERNANCE Board of Directors DIRECTORSJean-Claude DETILLEUX, Chairman of the Board of Directors Jean-Louis BANCEL, Vice-Chairman Caisse Mutuelle de Garantie des Industries Mécaniques et Transformatrices des Métaux (CMGM – Mechanical and metalprocessing industries’ mutual-guarantee fund) Vice-Chairman of the Board of Directors Martine CLEMENT Fédération Nationale de la Mutualité Française (FNMF – French mutual societies’ national federation) ViceChairman of the Board of Directors Daniel LENOIR Union Nationale des Associations de Parents, de Personnes Handicapées Mentales et de leurs Amis (UNAPEI – national union of associations of mentally-handicapped persons, their parents and friends) Vice-Chairman of the Board of Directors Jean GABAIN Conseil National du Crédit Coopératif (CNCC – Crédit Coopératif national council) Philippe ANTOINE Fédération des Enseignes du Commerce Associé(FCA) – retail traders’ association Guy LECLERC Confédération Générale des SCOP (employee-shareholding cooperatives’ confederation) Patrick LENANCKER Fédération Nationale des Coopératives de Consommateurs (FNCC – national federation of consumers’ cooperatives) Nadia DEHORS Association ANCF-CEC Gilbert HENNIQUE Union Sociale pour l’Habitat (housing social union) Michel AMZALLAG Union Nationale Interfédérale des Oeuvres et Organismes Privés, Sanitaires et Sociaux (UNIOPSS – national interfederal union of private health and welfare organisations) Hubert ALLIER Fédération Nationale des Sociétés Coopératives d’HLM (FNSC D’HLM – 14 National federation of cooperative social housing societies) Daniel CHABOD Ligue de l’Enseignement (educational league) Jean-Marc ROIRANT Fédération Française du Bâtiment (FFB – French building trades association) Gabrielle DELONCLE Fédération Nationale de la Mutualité Interprofessionnelle (FNMI – national federation of interprofessional mutual societies) Maurice RONAT Garantie Mutuelle des Fonctionnaires (GMF – public employees’ mutual guarantee institution) Jean FLEURY Union Nationale des Associations de Tourisme et de Plein Air (UNAT – national union of associations for tourism and open-air activities) And Jean-Marc MIGNON DIRECTORS ELECTEDBY THE EMPLOYEESCharles DELANNOY Marc GIRAUD Françoise GIRMA-ROMEYER Bernard LEURIDANT EXTERNAL CORPORATE OBSERVERSSociété Coopérative d’Entraide-Fonds d’Expansion Confédéral (SOCODENFEC – cooperative mutual-aid society – confederal economic-development fund) Jacques LANDRIOT Mutuelle des Agents des Impôts (MAI – tax employees’ mutual health insurance society) Jean-Claude NERISSON Union Nationale des Associations de Soins et Services à Domicile (UNA – national union of home help and home care associations) Bruno de LA SOUDIERE Fédération Française des Coopératives et Groupements d’Artisans (FFCGA – French trade association of self-employed and small-business cooperatives and groups) Hubert LIBOTTE Association UCEL Jean DUPUIS Société Centrale de Crédit Maritime Mutuel (SCCMM – central shipowners’ credit society) Michel GIBLAINE Société Coopérative pour la Rénovation et l’Equipement du Commerce (SOCOREC – cooperative society for retailers’ renovation and capital investment) Hervé AFFRET ESFIN François SOULAGE Confédération de la Coopération, de la Mutualité et du Crédit Maritimes (CCMCM – Shipowners’ cooperative financial confederation) Gérald EVIN Société Financière de la NEF (NEF financial society) Philippe LECONTE Conseil National du Crédit Coopératif (CNCC – Crédit Coopératif national council) Jean-Marie MIRAMON “C” shareholders’ representative Claude AUDOUIT “C” shareholders’ representative Michel VALLADE The following persons are also entitled to attend meetings of the board of directors: WORKS COUNCIL REPRESENTATIVEAlain PIERRE STATUTORY-AUDITORSIncumbent KPMG AUDIT SOFIDEEC « BAKER TILLY » Alternate Pascal BROUARD Christian LAIRY *until 13 November 2008 A nn u al R eport 2 0 0 8 Executive officers of the Board of Directors Jean-Claude DETILLEUX Chairman Jean-Louis BANCEL Delegate Deputy Chairman Caisse Mutuelle de Garantie des Industries Mécaniques et Transformatrices des Métaux (CMGM - Mechanical and metal-processing industries’ mutual-guarantee fund) Martine CLÉMENT, Vice Chairwoman Fédération Nationale de la Mutualité Française (FNMF – National federation of the French mutual insurance society) Daniel LENOIR, Vice-Chairman Union Nationale des Associations de Parents, de personnes handicapées mentales et de leurs amis (UNAPEI – national union of associations of mentally-handicapped persons, their parents and friends) Jean GABAIN, Vice-Chairman Conseil National du Crédit Coopératif (CNCC – Crédit Coopératif national council) Philippe ANTOINE, Secretary ECRUTEMENT 15 GOVERNANCE Specialised Committees reporting to the Board of Directors A summary of the work done by these specialised committees during the 2008 financial year is to be found on page 25 of the present report. AUDIT COMMITTEEJean-Louis BANCEL Delegate Deputy Chairman Committee Chairman Jean-Claude DETILLEUX Chairman of the Board of Directors Société Coopérative pour la Rénovation et l’Equipement du Commerce (SOCOREC – cooperative society for retailers’ renovation and capital investment) Hervé AFFRET Fédération Nationale des Coopératives de Consommateurs (FNCC – national federation of consumers’ cooperatives) Nadia DEHORS Charles DELANNOY Director elected by the employees UCEL association Jean DUPUIS Union Nationale des Associations de Parents, de personnes handicapées mentales et de leurs amis (UNAPEI – national union of associations of mentallyhandicapped persons, their parents and friends) Jean GABAIN Association ANCF-CEC Gilbert HENNIQUE 16 RISK COMMITTEE- REMUNERATION AND RECRUITMENT COMMITTEE- Conseil National du Crédit Coopératif (CNCC – Crédit Coopératif national council) Philippe ANTOINE, Deputy Chairman – Committee chairman Jean-Claude DETILLEUX Chairman of the Board of Directors Committee Chairman Jean-Claude DETILLEUX Chairman of the Board of Directors Jean-Louis BANCEL Delegate Deputy Chairman Jean-Louis BANCEL Delegate Deputy Chairman Fédération Nationale des Sociétés Coopératives d’HLM (FNSC D’HLM – national federation of cooperative low-income housing boards) (Daniel CHABOD) Caisse Mutuelle de Garantie des Industries Mécaniques et Transformatrices des Métaux (CMGM - Mechanical and metal-processing industries’ mutual-guarantee fund) Martine CLEMENT Fédération Nationale des Coopératives de Consommateurs (FNCC – national federation of consumers’ cooperatives) Nadia DEHORS Union Nationale des Associations de Parents, de personnes handicapées mentales et de leurs amis (UNAPEI – national union of associations of mentallyhandicapped persons, their parents and friends) Jean GABAIN UCEL association Jean DUPUIS Conseil National du Crédit Coopératif Philippe ANTOINE Association ANCF-CEC Gilbert HENNIQUE Association ANCF-CEC Gilbert HENNIQUE BERNARD LEURIDANT Director elected by the employees Michel Vallade Representative of the holders of “C” shares A nn u al R eport 2 0 0 8 Executive bodies The General Management s made up of a General Manager, Philippe Jewtoukoff, and three delegate general managers. The Strategic steering committee, under the Chairman’s responsibility, sets the strategic orientations of the Crédit Coopératif Group and handles relations with the members and partners. The General Management is backed up by a Management committee, under the General Manager’s responsibility, which deals with operational aspects of Crédit Coopératif’s activities. GENERAL MANAGEMENTPhilippe Jewtoukoff General Manager Bernard Labrousse Delegate General Manager dealing with operations Hugues Sibille Delegate General Manager dealing with partnerships Pierre Valentin Delegate General Manager dealing with finance STEERING COMMITTEEJean-Claude DEtilleux Chairman Jean-Louis Bancel Vice-Chairman Claude LAVISSE Chairman of the Executive Board of BTP Banque The members of the Management Committee MANAGEMENT COMMITTEEPhilippe Jewtoukoff General Manager Bernard Labrousse Delegate General Manager dealing with operations Hugues Sibille Delegate General Manager dealing with partnerships Pierre Valentin Delegate General Manager dealing with finance Nicole Alix Director of Long-term Strategy, Cooperative Life and Communication Jean-Didier Auroy Human Resources Manager Christophe Couturier Director General of ’Ecofi-Investissements Sylviane Grison Accounts Manager and Management Controller Benoît Tardy Technologies and Production Manager Alain TRUTIE De Vaucresson* Special Security Adviser Secretariat carried out by: Nicolas Chaigneau General Secretary *until 30 June 2008 17 Key figures at 31 December 2008 CREDIT COOPERATIF FIGURES Number Number Number Number of of of of branches staff members members clients 2008 2007 69 1,905 29,814 298,900 69 1,810 31,326 269,989 CREDIT COOPERATIF GROUP ACTIVITIES In billions of euros Customer loans outstanding Client deposits outstanding UCITS loans 2008 2007 7.29 7.63 7.98 6.37 7.24 8.03 (1) Staff in the Crédit Coopératif UES, made up of Crédit Coopératif, BTP Banque and Ecofi Investissements. 18 A nn u al R eport 2 0 0 8 SIMPLIFIED BALANCE SHEET FOR THE CREDIT COOPERATIF GROUP Assets 2008 2007 Interbank operations 3.96 and securities portfolio Customer loans 7.29 Miscellaneous 0.32 Securities held as 0.13 long-term investments Total 11.70 4.36 6.37 0.45 0.13 11.31 Liabilities in billions of euros 2008 2007 Interbank operations 2.34 and bonds issued Customer deposits 7.63 Miscellaneous 0.58 Equity capital 1.15 2.26 Total 11.70 7.24 0.60 1.21 11.31 CREDIT COOPERATIF GROUP EARNINGS In millions of euros Net banking income General expenses Gross operating profit Cost of risk Gains and losses on other assets Corporation tax Net income – Group share 2008 2007 Changes 375.3 - 254.3 121.0 - 88.0 0.2 - 8.0 22.2 345.7 - 246.8 98.8 - 30.5 47.7 - 26.6 87.8 8.5 % 3.0 % 22.4 % 188.5 % Not significant - 69.9 % - 74.7 % 2008 Operating ratio The Banque Populaire Group 67.77 % 2007 71.41 % at 31 December 2008 Key figures 2008 2007 Net banking income (in millions of euros) Gross operating surplus (in millions of euros) Net income – Group share (in millions of euros) Loans outstanding (other than pensions)* (in millions of euros) Savings assets managed outstanding* (in millions of euros) Equity capital (in millions of euros) Tier one ratio 7,296 968 - 468 139.2 182.4 17.7 9.3 % 7,445 1,537 1,055 122.7 167.9 20.2 9.4 % * Not including Natixis or BFBP subsidiaries. 19 20 Annual Report 2008 Chairman’s report on the proceedings of the board of directors and internal control procedures In accordance with Article L.225-37 of French Commercial Code, the Chairman of the Crédit Coopératif Board of Directors submits this report on: - The manner in which the proceedings of the Board of Directors were prepared and organised, - The internal control procedures implemented within Crédit Coopératif, The internal control procedures implemented within Crédit Coopératif, - Any limitations implemented by the Board of Directors on the remit of the General Manager. The majority of Crédit Coopératif share capital is held by the different families making up the social economy: the mutual societies, cooperatives and non-profit-making associations, together with a diversified class of customers featuring, among others, small and medium-sized businesses. The composition of the Board of Directors takes account of these different sectors of activity. Drawn up within this framework, this report was prepared with the assistance of those responsible for Compliance, Permanent Controls and the Board of Director’s secretariat. It was presented to the Audit and Risks Committee on 4 March 2009 and the Board of Directors of Crédit Coopératif on 12 March 2009. 21 1. Manner in which the proceedings of the board of directors were prepared and organised T he Crédit Coopératif Board of Directors operates in compliance with the principles of corporate governance set out in the rules of procedure for the Board of Directors and the articles of association adopted on 30 January 2003 and modified on 30 June 2003, 25 May 2005 and 15 November 2006. On the basis of these principles and its political environment, Crédit Coopératif strives to implement not only proper corporate governance, but also and more specifically, cooperative governance for the benefit of its clients and members, in accordance with an active policy of promoting membership. Crédit Coopératif’s Corporate Governance Charter, adopted by the Board of Directors on 15 September 2005, outlines the operating principles and conditions of Crédit Coopératif’s decision-making bodies, as regards transparency, effectiveness and cohesion. This governance charter is available on Crédit Coopératif’s Website: www.credit-cooperatif.coop 1.1 Composition of the Board of Directors1.1.1 Directors The Board of Directors is composed of: 18 directors (16 legal entities and 2 individuals: Messrs. Jean-Claude Detilleux and Jean-Louis Bancel), appointed by the General Meeting of members, for a term of six years. The directors who are legal entities principally represent the movements and professional federations bringing together the members of Crédit Coopératif. The Ordinary General Meeting of 22 May 2008 renewed for a further 6-year period the terms of office as directors of: • Jean-Claude DETILLEUX ; • l’UNAPEI (represented by Jean GABAIN) ; • l’UNIOPSS (represented by Hubert ALLIER) ; • CNCC (represented by Philippe ANTOINE). The Board of Directors renewed the following terms of office for a further 3-year period: • Vice-Chairman of the Board of Directors: UNAPEI, represented by Jean Gabain ; • Chairman of the Risks committee: CNCC, represented by Philippe Antoine ; • Secretary of the Board of Directors CNCC, represented by Philippe Antoine. The chief qualities expected of a director are business 22 experience, personal commitment to the proceedings of the Board, an understanding of the business and financial world, the ability to work together while respecting each other’s opinions, the courage to speak up even when in a minority, a sense of responsibility to member shareholders and other interested parties, and integrity. In order to be a member of the Board of Directors, there needs to be undisputed credit and ownership of at least one share in Crédit Coopératif. A person who is aged 68 or more may not be appointed as a director for the first time. The number of directors above the age of 68 may not be more than a third of the number of directors in office. The terms of office of directors come to an end at the close of the Ordinary General Meeting of members convened to vote upon the financial statements for the past financial year, held in the year during the course of which the terms of the aforementioned directors expire. Directors can always be re-elected. Crédit Coopératif is a cooperative of which the members are legal entities. The latter are grouped in federations or associations. Legal entities nominated for election as directors at the General Meeting are chosen from the largest federations or associations, which represent major business with the bank, with the aim of obtaining balanced representation of member’s movements. Each director therefore has an automatic duty to represent the needs of the movement that appointed him/her even though he/she should consider himself/herself as the representative of all members and should conduct himself/herself as such in performing his/her duties. 1.1.2 External corporate supervisors Pursuant to article 25 of the Articles of Association, an unlimited number of external corporate supervisors may be appointed by the General Meeting or by the Board of Directors, subject to ratification by the subsequent General Meeting. The external corporate supervisors may be chosen from the members or outside the members. They are appointed for a term of 6 years at most, coming to an end at the close of the Ordinary General Meeting of members convened to vote upon the financial statements for the past financial year, held in the year during the course of which their terms expire. External corporate supervisors can always be re-elected. The external corporate supervisors attend meetings of the Annual Report 2008 Board of Directors in a consultative capacity. The Board of Directors may remunerate the external corporate supervisors by making a deduction from the directors’ fees awarded by the General Meeting to its members. At 31 December 2008, there were 13 external corporate supervisors. 11 external corporate supervisors are legal entities and 2 external corporate supervisors represent the holders of “C” shares. 1.1.3 Independent directors Although the “independent director” is the keystone of good governance as defined in the Vienot and Bouton reports, this position loses all its meaning within the cooperative societal model. In effect, the corporate governance of cooperative companies is organised around a central component, membership, and on the basis of a fundamental democratic principle of “one person = one vote”. The originality of the corporate governance of Crédit Coopératif is reflected in: - The dual position of the members, who are both “shareholders” and clients of the bank - T he implementation of direct and local democracy on various territorial levels (Regional General Meetings, branch meetings, regional committee, etc.) - T he desire to have a Board of Directors that is representative of the membership. Therefore, the presence of “independent directors”, in the traditional sense, is not justified within the Board of Directors of Crédit Coopératif. Governance Charter, the following powers: - It determines the policies or strategies with a view to serving the needs of members and clients; - It draws up a list of the company’s officers and their powers, specifically as regards legal notification information (register of trade, etc.) and the supervisory authorities (the Federal Bank, the Banking Commission, etc.) - It deals with all questions relating to the smooth operation of the company and holds discussions to settle matters affecting it; - It checks implementation of this policy and management of the company by General Management; - It checks that these policies or strategies effectively help to meet the needs of members and clients; - It checks the risk control policy, finalises the financial statements and monitors the quality of financial information issued to members and third parties in the event of a public issue. The Board of Directors examines possible proposals from the Conseil National du Crédit Coopératif (Crédit Coopératif National Council), including the concerns of regional committees. The Board of Directors has a duty to examine the policy for the return on capital and for the distribution of surpluses and to submit its proposals to the General Meeting. It monitors the proper circulation of resolutions/decisions and their comprehension. 1.1.4 Ethical standards 1.2.2 Meetings of the Board of Directors The Articles of Association state that no member of the Board of Directors of Crédit Coopératif should lay himself/herself to open to conflicts of interest in terms of business relations between Crédit Coopératif and its group and the members or clients he/she represents. The ethical standards recommended to members of the Board of Directors are also detailed in Crédit Coopératif’s Corporate Governance Charter. In addition, information on the legislation relating to insider trading forms the subject of a complete file and was issued to each member of the Board of Directors during the meeting held on 25 February 2008. Moreover, the directors were informed of the legislative provisions concerning professional secrecy under the terms of the French law covering modernisation of the economy (LME). Article L. 533-11 of the French monetary and financial code (CMF) requires professional secrecy of the members of the Board of Directors and all persons working for or with a credit institution. The Board of Directors meets in response to a written notice issued by its Chairman, as often as required by the interests of Crédit Coopératif and not less than six times a year. The auditors are called to attend the meeting of the Board of Directors which votes on the annual financial statements as well as any meeting of the Board of Directors where their presence is deemed useful The Federal Delegate of the Banque Fédérale des Banques Populaires as well as the representative of the Works Council also attend meetings of the Board of Directors. In 2008, the Board of Directors met nine times: - on 6 February at 9.30 a.m. for 4 hours, attended by 17 directors, - on 12 March at 9.30 a.m. for 4 hours, attended by 14 directors, - on 22 May at 9.00 a.m. for 2 hours, attended by 11 directors, - on 22 May at 3.00 p.m. for 2 hours and 6 minutes, attended by 11 directors, - on 10 June at 9 a.m. for 4 hours, attended by 16 directors, - on 29 August at 10.00 a.m. for 3 hours and 20 minutes, attended by 13 directors. - on 18 September at 9.30 a.m. for 3 hours and 45 minutes, attended by 16 directors, - on 15 October at 9.30 a.m. for 4 hours, attended by 14 directors, - on 11 December at 9.30 a.m. for 4 hours and 50 minutes, attended by 15 directors. 1.2 The role and operationof the Board of Directors- 1.2.1 The powers of the Board of Directors In addition to the power expressly stipulated by law and by the Articles of Association of Crédit Coopératif, the Board of Directors has, according to Crédit Coopératif’s Corporate 23 The global attendance rate for meetings of the Board of Directors is 65%. A quorum was reached at each meeting of the Board of Directors. The main items discussed at these Board meetings were as follows: > Corporate life and internal procedures: - The 2007 Chairman’s report for Crédit Coopératif, - Preparation for the General Meeting, - Examination of the list of current agreements, - Prior authorisation for agreements identified as regulated, - The VIECOOP project results, - Orientations concerning interest on members’ shares for 2008, - Monitoring relations and the Crédit Coopératif /Banque Fédérale des Banques Populaires memorandum of agreement, - Approval of subscriptions and redemptions of members’ shares, - The new organisation for delegation of powers, - The activities of the Audit Committee, the Risks Committee and the Remuneration and Recruitment Committee, - Changes in the operation of the Board of Directors and in its composition, together with renewal of terms of office, - Evaluation of the Board of Directors, - Payment of interest and rebates for 2008, - Remuneration of the company’s executive officers and its senior management, - The provisional schedule for 2009 for meetings of the Group’s specialist boards and committees. > Crédit Coopératif’s strategy and the economic environment: - Links between BFBP and CNCE, - Monitoring work on the corporate plan for 2015, - The Commercial and Communication action plan (PACC 2009), - Presentation of the activities carried out by the Département des Opérations Internationales (DIN – International Operations Department), - Partnerships in the professional and social micro-credit sector, - Crédit Coopératif and sustainable development. > Accounts and forecasts: - Finalising the company and consolidated accounts, - Forecast activity and earnings for 2009. Updating the 2009/2012 Medium Term forecasts for the Crédit Coopératif Group, - Performance indicators, - The Group’s financial statements > Transfers, acquisition of shares and restructuring operations: - Participation in the capital increase of BFBP - The capital increase of Banque EDEL SNC, - Crédit Coopératif’s subscription of a block of 5 million euros in Coopest (debt + capital), - The planned €2 M Banque EDEL subordinated loan, - Buyback of TISE, the venture capital subsidiary of BISE. 24 > Banking activities: - Commitments and risks, - Implementation of the McDonough ratio, - Financial operations, issues, borrowings, sundry investments, - Authorisation for bond issues, - Crédit Coopératif and the new European payment system (SEPA), - The economic and financial crisis, - Electronic payments at Crédit Coopératif, > The Banque Populaire Group: - Activity and results for the Banque Populaire Group, - Relations between the Banque Populaire Group and Natixis, - Relaunch of cooperative life within the Banque Populaire Group, - The Contribution of Crédit Coopératif to the life of the Banque Populaire Group. 1.2.3 Information for the Board of Directors Annual scheduling of the dates for Board meetings is carried out sufficiently in advance to guarantee proper and complete information for directors. For this purpose, a provisional annual schedule was presented at the meeting on 11 December 2008 for the year 2009. Board meetings are preceded by the timely issue, in principle five days in advance, of all documents and information required to enable members of the Board of Directors to usefully prepare for meetings. In addition to the information received, each director may request any documents he/she believes are necessary to perform his/her duties. 1.3 The manner in whichThe proceedings of the Board of Directors are preparedThe Chairman finalises the documents prepared by the company’s internal departments, organises and directs the proceedings of the Board. He ensures that the directors are able to fulfil their duties, taking particular pains to ensure that they have access to the necessary information and documents in good time. Lastly, he ensures that representatives of the staff representation bodies are duly notified of the meetings. 1.3.1 The Officers of the Board of Directors The Officers of the Board of Directors have the task of setting up a group to discuss the strategy of Crédit Coopératif and its implementation. Officers can therefore put forward suggestions to the Board. In addition, they ensure the smooth running of the various specialised committees set up by the Board. This body currently consists of the Chairman, the Deputy Vice-Chairman, the Vice-Chairmen representing the major client sectors and a Secretary. The General Manager, Philippe JEWTOUKOFF, Hugues SIBILLE, Annual Report 2008 Deputy Assistant Director in charge of Partnerships and Nicole ALIX, Director of strategic prospects, cooperative life and communication also attend meetings of the Officers of the Board of Directors. The Officers of the Board met nine times in 2008: on 23 January, 6 March, 8 April, 9 June, 8 July, 11 September, 13 October, 26 November and finally on 10 December, for an average of 2 hours. The composition of the Board of Directors and the Officers, current events concerning Crédit Coopératif Group and the Banque Populaire Group, the VIECOOP project, the corporate plan and the Plan Moyen Terme (PMT- medium Term Plan), changes in the Crédit Coopératif governance charter and the Board of Directors, as well as relations between Crédit Coopératif, the Banque Populaire Group and associated institutions, were discussed during the course of these meetings. The Officers also covered the question of evaluating operation of the Board of Directors. 1.3.2 The specialist committees of the Board of Directors The proceedings of the Board of Directors are supported by specialist committees which were set up to promote better corporate governance. > The Audit Committee This Committee is chaired by the Deputy Vice-Chairman: Jean-Louis BANCEL. It is made up of Jean-Claude DETILLEUX, Chairman of Crédit Coopératif - The ANCF/CEC association, represented by Gilbert HENNIQUE; - The UCEL association, represented by Jean DUPUIS ; - Charles DELANNOY, a Director elected by the employees - The FNCC, represented by Nadia DEHORS ; - SOCOREC, represented by Hervé AFFRET ; - L’UNAPEI, represented by Jean GABAIN. The Audit Committee met five times in 2008: - On 24 January for 3 hours, - On 6 March for 3 hours, - On 28 August for 2 hours and 30 minutes, - On 14 October for 4 hours - On 27 November for 3 hours and 30 minutes, in a joint session with the Risk Committee. The Committee specifically examined: - The economic and financial crisis, - Counterparty risk monitoring, - The global interest-rate and liquidity risk, - The internal limits for own-account management, - Shareholdings, - Powers delegated, -The legal information policy (implementation of the MIF, annual report and the AMF reference document), - Switchover to the McDonough system, - The Group’s financial statements -Audits: Information concerning the findings made by the banking committee concerning the internal Crédit Coopératif audit, and the 2008 audit plan, - The annual Crédit Coopératif internal-control report, -Examination of the audit reports. > The Risks Committee This Committee is chaired by Philippe ANTOINE, the permanent representative of CNCC on the Board of Directors of Crédit Coopératif. It is made up of - Jean-Claude DETILLEUX, Chairman of Crédit Coopératif - The ANCF - CEC association, represented Gilbert HENNIQUE ; - The UCEL association, represented by Jean DUPUIS ; - Jean-Louis BANCEL, Delegate Vice-Chairman of Crédit Coopératif - The CMGM, represented by Martine CLÉMENT ; - The FNCC, represented by Nadia DEHORS ; - Bernard LEURIDANT, a Director elected by the employees The Risks Committee met four times in 2008: - on 24 January for 3 hours and 30 minutes, - on 10 April for 2 hours and 5 minutes, - on 14 October for 3 hours and 30 minutes, - on 27 November for 3 hours and 30 minutes, in a joint session with the Audit Committee. The Committee specifically examined: - The financial risks, - Compliance with internal limits, - The interest-rate and liquidity risk, - The consequences of the subprime crisis, - The credit risk for financial transactions, - Crédit Coopératif’s Continuity of Activities Plan (PCA), - The risk provisioning policy, - The operational risks by analysing the question of their mapping, that of combating criminality and even compliance and ethics, - The risks in terms of credit commitments: list of banks, financial establishments and companies retained as counterparties, information on risk premiums, focus on syndications, the quality of support for directors, reflection on the home consultation procedure, focus on large dossiers > The remuneration and recruitment committee This Committee is chaired by the Chairman of the Board of Directors: Jean-Claude DETILLEUX. It met on 10 December 2008. The Committee specifically commented on setting the remuneration for the company’s executive officers. 1.3.3 Training directors A training session led by Mr. Jean-Louis BANCEL, the Deputy Vice-Chairman of Crédit Coopératif, was held on 15 September 2008. This training session, primarily designed for new directors, provided the opportunity to present the Crédit Coopératif Group’s economic model, working model and development model in a rapidly changing banking environment. 25 1.4 Evaluation of the proceedings of the Board of DirectorsDuring the meeting held on 18 September 2008, the members of the Board of Directors were given a questionnaire enabling them to evaluate operation of the Board of Directors of Crédit Coopératif. Whilst highlighting the excellent frequency of meetings, the contents of the dossiers and the good level of information for directors, they stressed the need to: - Shorten the agendas, - Comply with the periods of notice for forwarding the dossiers, - Send some memos by e-mail, - Shorten the exposés, - Set up specific, regular training sessions. 1.5 Powers of the company’s senior managersOn 25 January 2007, the Board of Directors made the decision to separate down the responsibilities of the Chairman of the Board of Directors and the General Manager, from 1 February 2007, and assigned them the following powers: 1.5.1 Powers delegated to the Chairman - Ensuring smooth performance of auditing activities - Deciding and supervising implementation of agreements signed with the Banque Populaire Group - Supervising and approving all significant shareholdings and partnership agreements - Supervising and controlling procedures for the delegation of power and decision-making, especially by fixing limits for line management levels depending on the nature of commitments - Supervising the policy for the development and protection of Crédit Coopératif’s activities - Supervising the powers delegated to Crédit Coopératif in relation to associated institutions - Ensuring representation of Crédit Coopératif within cooperative and social economy organisations. 1.5.2 Powers delegated to the General Manager The Board of Directors, having heard read out its Officers’ report and in response to a proposal from its Chairman, and under those powers which are conferred on it by the Company’s Articles of Association and regulations and the powers it can confer on a director, delegated to Mr. Philippe JEWTOUKOFF the widest powers in acting in all circumstances on behalf of the Company. As part of the relevant general rules laid out by the Board of Directors, and having received the agreement of the Chairman of the Board of Directors, the latter can further delegate these powers. However, at its meeting on 17 June 2005, the Board of Directors applied the following limits to the remit of the General Manager: his decision with regard to the granting of loans and guarantees is limited to requests that do not exceed: 26 - € 5,000,000 for counterparties with a rating of up to 11 (Banques Populaires rating system) - € 8,000,000 for counterparties with a rating of between 6 and 10 - € 10,000,000 for counterparties with a rating of between 1 and 5 For a global debt not exceeding 5% of Crédit Coopératif’s equity capital. For amounts exceeding these limits, decisions are taken by the General Manager after prior consultation with a Vice-Chairman and two directors selected on the basis of the sector. To apply these limits, discount authorisations, authorisations backed by assignment of receivables (Dailly) and guarantees are considered at half their amount. Furthermore, the General Manager decides on shareholdings not exceeding € 500,000. These powers comprise the option of delegating. Beyond this, the decision is taken by the Board of Directors. 1.6 Principles and rules used to determine the remuneration for thecompany’s executive officersThe term of office and remuneration for the company’s executive officers are set by the Board of Directors of Crédit Coopératif in response to a proposal from the remuneration and recruitment committee. In accordance with the recommendation made by its remuneration and recruitment committee on 10 December 2008, the Board of Directors of Crédit Coopératif decided against full application of the recommendations made on 6 October 2008 by the AFEP and MEDEF. The Crédit Coopératif is not a member of the MEDEF employers’ association, and its Board of Directors considers that the recommendations made by the association are not all suitable for application to the senior management of Crédit Coopératif. In particular, the Board of Directors of Crédit Coopératif finds that the fact of combining employee status with that of an executive officer does not raise any specific problems concerning its senior management, to the extent that the latter have not been granted any “golden parachutes” or “stock options” issued by Crédit Coopératif. Furthermore, in 2008 the senior management of Crédit Coopératif asked not to be granted such stock options as may be issued by Natixis. At its meeting on 10 December 2008, and taking into account the strong levels of activity, the Remuneration and recruitment committee recommended keeping the fixed remuneration for the company’s executive officers at the same levels. Taking into account the gross operating margin, due to the necessity of entering provisions concerning financial management, and to cover the increasing levels of credit risks, in the light of the solidarity that is bound to exist between the members of the management team, the Committee recommended cutting by 20% to 30% the variable remuneration for the executive officers, as extended to all the members of the Annual Report 2008 management committee, and paid out in 2009 for the 2008 financial year. he Remuneration and recruitment committee also suggested setting the directors’ fees paid to the members of the Board of Directors at €800 per Board meeting and €400 for the various Committees, in the knowledge that the salaried executive officers of Crédit Coopératif are not paid director’s fees. These proposals put forward by the Remuneration and recruitment committee were approved by the Board of Directors of Crédit Coopératif on 11 December 2008.. 1.7 The Conseil National du Crédit Coopératif (CNCC – Crédit Coopératif national council) The Conseil National du Crédit Coopératif (CNCC) is an association under the French 1901 law, which brings together representatives of the members and clients of Crédit Coopératif. It is chaired by Patrick Lenancker, the Chairman of the Confédération Générale des SCOP. The Conseil National du Crédit Coopératif unites legal entities which are members and clients of the Crédit Coopératif Group, on the one hand, brought together at branch meetings and regional committees and, on the other hand, representing their national movements, in order to express their common wishes and monitor their implementation. These bodies help to inform the Board of Directors of Crédit Coopératif. - The branch meeting is the place for expressing clients’ needs, a stepping-stone in the development of the branch and, where applicable, a place for putting questions to Crédit Coopératif via the branch. - The regional committee is a place for meeting and for exchanges between members of branch meetings who wish to do so, and specifically, the representatives of various movements representing clients. It is charged with expressing clients’ expectations, monitoring the competition, transmitting items and, possibly, assisting the directors of branches and general delegates. - The Conference of the Chairmen of Territorial Committees is a place for exchanges between Crédit Coopératif and the regional representatives of its client-members, who use it to pass on the concerns expressed in branch meetings and branch committee branch committee regional committees. A representative of the regions is entrusted with presenting a report to the General Meeting of the Conseil National du Crédit Coopératif on these matters. - The General Meeting of the Conseil National du Crédit Coopératif brings together representatives of the various types of groups of members and clients of the Crédit Coopératif Group: the Chairmen of Regional Committees in respect of Territorial Committees (first section) and the representatives of national movements of members and clients of Crédit Coopératif (second section). The representatives of partner institutions for Crédit Coopératif and members of the Board of Directors are also invited to attend. - The Officers of the Conseil National du Crédit Coopératif are elected by the General Meeting of the CNCC for a term of 2 years. It is composed of 4 to 12 members. Any matters relating to the Group’s policy and its governance may be referred to the Officers of the CNCC by the Board of Directors of Crédit Coopératif. A consultative body and a precious source of information on Group guidelines and the challenges facing the Group, the Conseil National du Crédit Coopératif is a place for expressing the needs of members’ movements with regard to their cooperative and a place for broad exchanges between Crédit Coopératif and the representatives of its clients, members and partners. The Conseil National is represented on the Board of Directors of Crédit Coopératif, which specifically enables it to ensure that account is taken of the concerns expressed in regional committees. In 2008, the Conseil National du Crédit Coopératif met twice to hold Ordinary General Meetings, on 8 April and 25 September 2008. The CNCC Officers met 5 times, on 12 March, 28 May, 25 June, 10 September and 11 December 2008. They examined mainly the progress made on the corporate plan and the Crédit Coopératif Group’s brand study, together with definition of a method associating the local committees and the CNCC with the corporate plan and quality of client relations. The terms of office of the CNCC Officers were renewed at the CNCC General Meeting on 8 April 2008. There are currently 9 of them. At their meeting on 10 September 2008, the CNCC Officers elected Patrick Lenancker, President of the General Confederation of SCOPs, as President of the CNCC, to succeed Maurice Ronat, President of the National Federation of Interprofessional Mutual Societies, whose term had expired. branch committee regional committee national client federations branch committee regional committee chairmens’ conference associated institutions cncc general meeting CNCC executive committee 27 2. Internal Control procedures C rédit Coopératif’s internal control system is defined in a charter approved by the Audit Committee. This system ensures coverage of risks, their exhaustive evaluation and their management, in compliance with the guidelines laid down by the Board of Directors. It forms part of the global internal control system implemented by the Banque Populaire Group and is based on the principles and benchmark documents approved by the Board of Directors of the Banque Fédérale des Banques Populaires, of which the Chairman of the Crédit Coopératif is a director. This system forms the subject of regular reporting to the Banque Fédérale des Banques Populaires and is subject to possible inspections by the latter. It is organised strictly independently of periodic and permanent control. The former reports to the Chairman of Crédit Coopératif and the latter to the General Manager. A “Compliance” Manager has been appointed, charged with preventing the risk of non-compliance and of financial irregularities. He/she is also the Compliance Manager for Investment Departments. Crédit Coopératif’s internal control covers all of its institutions and business units. 2.1. General organisationThe internal control system is based on: - Modified regulation 97.02 of the Comité de la Règlementation Bancaire [French banking regulation committee] relating to internal control of credit institutions and investment companies, - The general regulations of the Autorité des Marchés Financiers (Financial markets authority) for its investment services activities, - The charters for the control departments of Banques Populaires, - Crédit Coopératif’s corporate governance charter, The organisational memos signed by the Chairman defining the duties and objectives of the various control departments, - Agreements with associated institutions, stipulating the responsibilities in terms of risk control between the resources of Crédit Coopératif and those belonging to each of the institutions. 28 2.1.1 Persons involved in internal control The internal control system is organised on three levels, the first two representing permanent control and the third periodic control. First level: the control of processes is primarily the responsibility of each activity. This takes the form of selfinspection carried out prior to or at the same time as the performance of operations. It is the responsibility of each employee, within the framework of actions undertaken in the performance of his/her duties and forms the subject of ongoing supervision by superiors. It is based on a framework of procedures made available to staff members via the Crédit Coopératif Group intranet. Each activity is responsible for writing its own procedures and the proper application of first level controls. Second level: permanent control checks compliance with rules as well as the existence, permanence and relevance of controls. It evaluates the level of risk and helps to define risk policy. It is undertaken by management, reporting directly to the General Manager. They each have, for their domain, jurisdiction over all the risks borne by Crédit Coopératif Group establishments: - For credit risks, Credit Risk Management, - For market risks and global balance sheet risks, Financial Risk Management, - For operational risks and non-compliance risks and the prevention of financial irregularities, the Continuous Control Department, which also assumes a coordination role with the other risk departments and monitoring associated institutions. It is also linked to the Responsable des Plans de Continuité d’Activité (RPCA – Head of Continuing Activity Plans), the Responsable de la Sécurité du Système d’Information (RSSI – Head of Information System Security), and the Responsable de la Sécurité des Personnes et des Biens (RSPB – Head of Security for Persons and Property). These departments rely on internal control correspondents within the business units and associated institutions with which they have an operational link. They report, in their respective fields, to the risk teams of the Banque Fédérale des Banques Populaires. An accounting control position, separate from the accounting teams, was set up in 2008. Its holder reports to the Director of Accounts and Management Control. Annual Report 2008 Third level: periodic control is undertaken by the Internal Audit Department, which is one of the internal control operators. Internal audits also form part of the supervision of the global internal control system. As an independent body, it has jurisdiction over all the activities of Crédit Coopératif (head office and branches) as well as over all the structures relating to Crédit Coopératif (subsidiaries, associated credit institutions – finance companies providing credit and guarantees and the main shareholdings on a partnership basis) as well as outsourced activities. Internal Audit acts by means of investigations and missions and has a duty to intervene in all areas within the framework of the objectives of its mission. As a result, it has free and unlimited access to information, documents and property. The Presidency and General Management are also informed of all hindrances in performing its duties. The Audit Department works according to rules laid down in its charter, and applies the professional standards of the Institut de l’Audit Interne (IFACI) (French Institute of Internal Audit and Control). Investigative work is conducted on the basis of a provisional audit schedule, which is based on activity modelling and risk mapping. Over the course of the year, the audit schedule may nevertheless be modified in the light of constraints on performing its duties or new and urgent requests. This schedule is submitted to the Chairman and to the Audit Committee and is presented to General Management. Each mission results in a joint report, which is issued to those audited. Once the latter have responded to the recommendations of Internal Audit, this report takes a definitive form and is issued to the Chairman, General Management and the heads of the units in question. On completion of these missions, a plan of action covering the areas for improvement is finalised and monitored over time by Internal Audit. 2.1.2 The role of the Board of Directors The Board of Directors monitors and ensures control of the main risks incurred by Crédit Coopératif Group institutions and satisfies itself of the quality and reliability of the internal control system, in accordance with regulations. It also examines the report on internal control, which is sent to the Banking Commission. The Board has set up two Committees - the Audit Committee and Risk Committee, which deal, respectively, with issues relating to the quality of the system for controlling risks and the risk situation. The Audit Committee examines the annual accounts, for each company and consolidated, the main risk monitoring information, the results of internal control and the main conclusions of audits. The Risk Committee operates at the level of the various risks identified by the internal control procedure: credit risks, market risks, operational risks and compliance, cases in dispute and cases exhibiting particular risks and requiring provisioning. Its meetings are attended by General Management, members of the Board of Directors, the statutory auditors and managers of the risk control departments. 2.1.3 Persons involved in external control Crédit Coopératif’s statutory auditors have the permanent, independent mission of verifying the Company’s accounting figures and documents, of checking the compliance of accounts with current rules, and of checking consistency with the annual financial statements and the truth and fairness of the information provided in the management report by the Board of Directors. At the General Meeting convened to vote upon the financial statements for the financial year 2006, the auditors’ appointment was renewed for a term of six years. Independent of the auditors, Crédit Coopératif is specifically subject to control by the Banque Fédérale des Banques Populaires, in its position as the central body, and that of the regulators. In 2008, two audits were expedited by the General Inspection Department of the Banque Fédérale des Banques Populaires and carried out by Crédit Coopératif’s Internal Audit Department. The first audit covered the Banques Populaires contribution to the Group’s consolidated accounts. The conclusions of that audit formed the subject of a presentation to the Audit Committee. On the other hand, the second audit, concerning monitoring of an audit covering the Basel II – credit risk homologation process, has not yet been presented to the Audit Committee, because it had not been completed as at 31 December 2008. 2.2. Risk monitoring and controlThe activities of the Crédit Coopératif Group expose it to five major categories of risk: - Credit risks, - Financial risks, - Global balance sheet management risks, - Operating risks, - Non-compliance risks. 2.2.1 Credit risks The reform of the solvency ratio – Basel II ratio – has led Crédit Coopératif to organise its monitoring in order to respond to regulatory requirements, in particular as regards credit risks. Conducted in close collaboration with the teams of the Banque Fédérale des Banques Populaires, it forms part of a uniform approach developed for the Banque Populaire Group. It is reflected in the operational deployment of a new range of tools for evaluating commitments and managing alarms and by the general application of the Basel II rating system to almost all clients. > Analysis Loan files are analysed by the Commitments Department on the basis of formally enacted and defined procedures and channels of referral. The relevant studies are developed on the basis of analytical spreadsheets into which is entered the accounting and financial information required to assess client quality and gathered by the sales/marketing teams by conducting interviews with their clients. This approach is supplemented by external information (Banque de France, Commercial Court Registries) and internal (information/summaries of the client relationship produced by the management system, ratings, etc.). 29 The specific nature of Crédit Coopératif’s business sectors, in particular the associations sector, is reflected in the Commitments Department with a specialised approach to client bases. > Decisions and delegations of powers Every loan application is formally recorded using a standard file adapted to each client segment. This makes for uniform, efficient loan processing. Loan decisions are based on a system of delegation of powers taking account of the nature and amount of the facilities applied for, and the ratings issued by the tools developed to calculate the new solvency ratio. > Rating The majority of our clients now benefit from the score issued by the tools developed by the Banque Fédérale des Banques Populaires to calculate the new solvency ratio. In addition, an internal synthetic indicator of the quality of the credit risk assessment is assigned to clients at each new loan decision. This indicator is used to monitor loan portfolio quality and helps in the day-to-day management of commitments. > Monitoring commitments Group Credit Risk Management monitors risks individually using global approaches by means of a number of alarm systems, and by analysing debt quality. A weekly committee meeting is attended by the Commitments and Disputed-loan managers and the Group Credit Risk Management. It makes decisions on the riskiest loan files, laying down a plan of action. A report is written for each decision. A regular roundup is made on the control of the commitments of each branch, on the basis of alarm indicators and the quality of its risk assessment. The proceedings are summarised by the award of a rating to each branch. > Monitoring outstanding debt Risk is analysed using a consolidated approach to the commitments for a given group. Tables summarising the situation by sector of activity and by major client segment are forwarded to General Management and the Risk Committee, by Group Credit Risk Management, with an appraisal of any changes in the quality of risks. This approach also takes account of the risk premiums, which are reported quarterly, broken down by client sector and branch, and grouped by General Delegation. > Managing doubtful clients / clients in dispute A special procedure defines the rules for downgrading loan files into the disputed-claim category. Each candidate file for moving into the disputed-claim category is examined beforehand by Group Credit Risk Management. This department performs an initial evaluation of the risk, then the provisions are determined by the Disputes Department. These provisions are reviewed quarterly at a committee meeting attended by General Management and the technical departments involved in loan management. 30 2.2.2 Financial risks The Financial Operations Department is responsible for managing liquidity, placing financial products with clients, own-account management, Group asset-liability management and a debt-management consultancy mission to local government among other clients. Financial Risk Management includes permanent financial risk control as such, as well as the middle office, which performs controls of a different nature on financial operations. Its manager, reporting to the General Manager, is independent of Financial Management and his responsibilities were drawn up to be consistent with the charter on the control of financial risks defined for the Banque Populaire group. > Market transaction and trading portfolio risks The trading portfolio is deliberately limited, and its position, calculated each day, remains significantly below the capital adequacy declaration threshold (a directive on the adequacy of the amount of equity capital for market risks). Crédit Coopératif is thus not subjected to the constraints set out in the CRB 95-02 regulations. However, it endeavours to monitor, every day, a certain number of indicators relating to the risks taken: therefore, beyond the trading portfolio, ownaccount management positions as well as the performance achieved are calculated and monitored every day. NB: lthe vast majority of financial products in the trading portfolio in accordance with IFRS standards do not correspond to speculative operations but are hedging derivatives, which it has not been deemed necessary to document as such (e.g. hedging for capped loans), or which are not recognised by IFRS standards. > Market risks in liquidity and own-account management A financial committee, composed of the General Management, asset management managers, financial risk control, liquidity, overall balance sheet management, and the General Financial Director, meets every fortnight; it defines the major guidelines for own-account management and limits the amount of risk that may be taken; in particular all financial operations that are out of the ordinary must form the subject of a prior agreement. The market risks born by Crédit Coopératif are essentially: - A counterparty risk stemming from purchases of private bonds, classified in the investment portfolio, with a relatively short remaining life (maximum maturity at less than three years, and even less than two years for 80% of the values outstanding as at the beginning of 2007, but which was halved in the course of 2008), together with short-term liquidity management (less than 6 months), to a lesser extent, - A share risk, which resides essentially in the share risk sector of the UCITS shares held in the investment portfolio or in contracts relating to share indices, where the latter are initiated for spot speculation rather than hedging purposes, Annual Report 2008 - Other positions taken on financial markets, which are more marginal; therefore, Crédit Coopératif has restricted activity in proprietary foreign-exchange trading (currency operations on behalf of clients and currency refinancing being for the most part covered by market trading) limited to a few shares held directly, and also, at times, on the rates markets. These different operations are carried out within the framework of authorisations granted in terms of counterparty limits, duration, amount or risk taken (sensitivity or stop loss), with an overall limit for the risk considered and lower limits for particular responsibilities or types of operations; in this way: - The maximum overall amount of the bond portfolio is usually set as part of the budgetary procedure in relation with Management Control, but it can also be adjusted during the financial year, as circumstances require (such as in 2008 when it was reduced significantly), - Maximum amounts outstanding per counterparty, with two levels in the light of the latter’s quality (external rating in particular), were set for bond portfolio management on the one hand, and liquidity management on the other hand, - The interest-rate risk taken by the treasurer within the framework of managing liability and that of the bond portfolio mentioned above form the subject of a daily limit, calculation and monitoring, first-level control being performed by the treasurer himself and second-level control by Financial Risk Management - The proportion of equity risk and interest-rate risk contained in the UCITS in the portfolio is evaluated by means of a transparent analysis of UCITS and is reconciled with limits fixed after also taking account of possible stock index contracts concluded for the purpose of hedging. - For the foreign-exchange risk, there are two limits, which are checked every day: • A first limit is fixed for the currency trader for operations he/she carries out at his/her own responsibility, • A more global second limit includes additional exposure, which may be decided on a case-by-case basis by Financial Management, • Finally, the global foreign exchange position is also monitored day-by-day on the basis of the balances of the accounts in question, which enables possible delays or anomalies to be identified when taking account of operations. • Structured operations, which are complex by nature, are practically limited to a few operations conducted with clients and which should form the subject of market hedging, by means of “mirror” or “back to back” operations. Moreover, for certain types of operations, maximum loss limits have been set, and compliance with them is checked daily. Financial Risk Management performs second level control of compliance with fixed limits, on which it reports to the financial committee and, in emergencies, to General Management; it is primarily based, for its controls, on frontoffice and back-office data; daily control of new operations and automated monthly reconciliation of stock also enable it to guarantee the coherence of these two sources of information. The Financial Risk Department is also entrusted with the following tasks: - Preparing the own-account management results which are presented at each meeting of the Financial Committee, - Calculating the risk value indicators in own-account management at regular intervals (maximum loss at 10 days with a 99% probability level), - Controlling the evaluations of the products used in accounting or in the IFRS notes, together with the market parameters and the methods used by the calculation models, - Conducting various spot or regular studies or controls on more specific subjects; the risks per major asset class are analysed regularly (changes in counterparty ratings in particular), - Reporting to the risk committee on the results of its analyses. The Financial Risk Department works in close collaboration with the internal control correspondents in the front and back office, who perform a certain number of level one controls on financial operations. Transactions are processed within the framework of internal procedures controlling activity and relating to: - Market risks: • Foreign-exchange transactions management, • The primary and secondary bond market, • Monitoring and control of market risks. - The operating risks inherent to dealing-floor activities: • Checking the entry of transactions by branches in debt instruments issued by Crédit Coopératif, • The management of trading ticked from the front office to the back office, • Sending of confirmation for transactions performed directly by traders with clients having direct access to the dealing floor, • First-level controls by traders and by the activity manager for the day’s transactions entered in the front-office software. Monitoring counterparty risk forms the subject of a very specific procedure: in effect, the financial committee decides on the applications that must be submitted to it for each potential counterparty; the middle-office unit responsible for monitoring transactions ensures compliance with the limits granted: positions arising from back-office management software are fed every day into a dedicated application in which the limits granted are compared with commitments recorded; any possible anomalies must be explained, corrected or justified. The scope of this monitoring is currently being widened to integrate other types of commitments for all the interbank counterparties. The list of authorisations granted also forms the subject of an annual report to Crédit Coopératif’s Board of Directors and a monthly report to the BFBP risk management department. 31 2.2.3 Global balance sheet management risks An asset/liability management committee is devoted to global group asset-liability management. Calculation of the positions and the establishment of reporting is undertaken by an assets/liabilities management unit, which reports to the Financial Management Department. Since the end of September 2008, the calculation has been based on use of a new Banque Populaire Group software program, and under new conditions: - Entries concerning stock unmatured at the closing date are now dealt with in full by the automated processing systems used in the Information Systems Department, - The software parameterization is centralised and carried out by the Asset/Liability Management Department of the Banque Fédérale des Banques Populaires. The Financial Risk Department, for its part, provides second level control. > Global interest-rate risk Crédit Coopératif is facing an interest-rate and liquidity risk in connection with its activity of collecting resources and granting loans to clients. The global interest-rate risk is measured quarterly within the framework of the Banque Populaire Group’s benchmark document, which determines the limits to be imposed on each of the Banques Populaires. Measuring the effect of changes in rates on the forecast interest margin The interest margin over the next four years is calculated for a certain number of rate change scenarios. For two of these (a uniform decrease or increase in all rates of 100 basis points) group limits are fixed in order to limit the impact on the interest rate margin for the next two years Calculating fixed-rate shortfalls [impasses] These impasses are calculated as from the third year on the basis of the difference between the forecast outstanding levels of the stock of fixed-rate sources and those of the stock of fixed-rate employments. Variable-rate products are considered as being fixed until the next rate setting date. All the employments and sources in the balance sheet and offbalance-sheet statement are scheduled either according to their contractual provisions, as is the case for loans, or according to a conventional schedule for sight deposits, each level of stock evolution is depreciated using the straightline method, over a period that varies according to the category of clientele. > Liquidity risk Crédit Coopératif is structurally a lender on the interbank market, but it also collects long-term resources as part of its activity and according to its requirements. A limit is fixed for the borrowing position that it may hold from day to day. The liquidity risk is also measured within the framework of the Banque Populaire Group’s risk benchmark document in the following manner: - On the one hand via a classic calculation of impasses (stock 32 sources less stock employments) that are limited to 25% of the initial assets, - But also in accordance with two crisis scenarios: • A signature crisis scenario under which the sight deposits and savings balances outstanding show a sudden 5% fall over a month, with production of new CDN falling by 50%, while the short-term credit levels outstanding rise by 2%. The group limit is set at 0% for impasses during the first month of crisis (for these impasses, the outstanding assigned accounts receivable, which stand at high levels for Crédit Coopératif, are added to the current resources available). • A second scenario, known as a systemic crisis, which covers a slightly longer period: three months, giving the establishment time to reduce its credits outstanding somewhat; the objective, which here too is that of avoiding a lack of resources, is not yet an imposed limit; Crédit Coopératif has no difficulty in reaching this objective. Changes in liquidity ratios are also monitored once a month. > Global foreign-exchange risk The global foreign exchange position, as it can be measured using the accounts, is determined and monitored every day. Throughout the whole of 2007 this global position did not exceed the threshold of 2% of equity capital, the threshold at which a special capital-adequacy declaration must be made relating to foreign-exchange risk, as required by CRB regulation CRB 95-02 (most of the time in 2008, it remained between €0.5 M and €1.5 M). 2.2.4 Operating risks Control of operating risks relies on an internal-control system, combining prevention and control, that is applied to all activities and integrates detailed procedures and constant monitoring, and also on the principle of the responsibility of the operating line managements. Within the framework of new Basel 2 prudential regulations, Crédit Coopératif has deployed its own system for managing operating risks, based on a methodology that is used throughout the Banque Populaire Group with unique benchmark documents for risks as well as quantitative and qualitative evaluation. In 2008, the benchmark documents saw significant changes, prior to deployment of ORIX, a management tool for operational risk mapping. As soon as it is delivered, early in 2009, by Banque Fédérale des Banques Populaires, the tool will be deployed in each of the business applications as its functional coverage progresses. The process to update the mapping, for each business activity, will be carried out in the light of the expected evolutions in the tool. The loss databases continue to be drawn up each year since 2005. The system situation is covered by regular information from the various dedicated committees, and in particular the Operational Risks, Conformity and Security Committee, which was set up recently and held its first meeting in 2008. The process of maintaining in working order the Continuity of Activity Plan for the Crédit Coopératif Group, aiming to Annual Report 2008 guarantee that it is up to date and therefore effective, was continued in 2008, in accordance with the recommendations for the “Phenix” methodology provided by the Banque Fédérale. Moreover, the migration of the main Crédit Coopératif computer systems centre to its new location once again showed the pertinence and efficiency of its backup computer systems centre. Furthermore, once again the backup procedures concerning the essential activities were tested in the form of a large-scale user migration exercise, leading to the conclusion that the coming migration of staff systems at the headquarters can be envisaged in full tranquillity. 2.2.5 Non-compliance risks The non-compliance risk is defined as “the risk of legal, administrative or disciplinary penalties, considerable financial loss or damage to reputation, resulting from failure to comply with measures pertaining to banking and financial activities, whether legislative or regulatory in nature, or pertaining to professional or ethical standards, or instructions from the management body taken, in particular, according to the directions set by the decision-making body.” In compliance with the amended regulation CRBF 97-02, a team dedicated to monitoring the risks of non-compliance is entrusted with a mission of prevention, monitoring and raising alarms. It covers aspects relating to combating money laundering and the financing of terrorism, legal compliance and regulation of investment services. 2008 saw reinforcement of the internal control system used to enhance detection of risks of nonconformity. Monitoring the risk of legal non-compliance and investment services is based on: - A regulatory monitoring system, - Staff training, - A procedure organising compliance-related approval of new products and processes, - Ethical rules, which form the subject of regular surveillance, - Monitoring malfunctions, with an alarm procedure designed for employees, - Checking compliance with professional obligations. A first level unit monitors the combat against money laundering and fraud in branches using a computerised system to detect unusual operations. At the second level, a dedicated unit provides additional controls and ensures the consistency and conformity of the equipment. 2.3. ORGANISATION OF THE INTERNAL CONTROL PROCEDURES RELATINGTO ACCOUNTING AND FINANCIALINFORMATIONThe duties and organisation of accounting departments are presented in a standardised document. Each task is identified, classified by the nature of the role and assigned to a named manager. Periodic operations and pinpoint actions are detailed in a schedule; the procedures describing the conditions applied to checks of the principal operation processing systems are recorded. All banking operations, carried out by the various authorised units, are recorded using dedicated IT applications, and, to a lesser extent, by direct accounting entry. Within the framework of a general, centralised processing system, the accounting information technology system produces standardised, referenced elementary accounts posting entries, based on an organised framework termed the “rules of the game”, which incorporates predefined accounting schedules and uses a general system of accounts, the operation of which obeys rules set and administered by the Accounts Department (chart of accounts, accounting schedules, authorisations, etc.). Accounting and financial information is based on the chronological recording of operations, the keeping of documentary evidence, and the drafting of accounting procedures, currently in progress. The end-to-end responsibility for the accounting process lies with the Accounts Department, which defines the accounting checks to be performed by each of the management units. Assignment of internal control of accounting information is undertaken in accordance with three levels: - Decentralised self-inspection performed by staff in the operational departments, as regards the conditions for performance of banking operations, - Permanent accounting control performed by the operating departments and by the Accounts Department. Therefore, reports evidencing general-accounts balances are drawn up monthly by the branches, centralised and controlled by the Accounts Department, the latter also reconciling the inventories and accounting balances. Suspensions for anomalies form the subject of feedback to the relevant line management and the Continuous Control Department, - Lastly, periodical checks by: • Crédit Coopératif’s Inspection Department, performing targeted missions within branches and central departments, • The statutory auditors, within the framework of work scheduled annually to audit the financial statements at 30 June and 31 December for all the companies within the Crédit Coopératif Group, since the financial year 2007, including a quarterly audit of Crédit Coopératif’s accounts, • Externally, the Inspection Departments of the BFBP and the Commission Bancaire [French banking commission]. The managers of commitments in terms of expenses or payables never deal with their payment. > Main accounting-control procedures Progress in accounting controls is recorded as it happens using a monitoring table, analysed at regular intervals by the Accounts Department line management and summarised half-yearly for the information of the Continuous Control Department, the Accounts Manager and Operations Management. Within this framework, various alarms are issued as regards suspense accounts (amount, direction, 33 duration, type, etc.), the balances of anomalous accounts and the difficulties experienced by the counterparty units. The statutory reports are compiled at regular intervals using a dedicated tool associating with the accounting information a variety of attributes generated by the various management systems. Documents are cross-checked to ensure consistency in the information produced. These reports are drawn up for the company itself and at the level of the Crédit Coopératif group and the Banques Populaires network. The Accounts Department performs a monthly calculation of net banking income and a quarterly determination of the result after corporation tax. These items are checked against the budget data. The regularity of this procedure helps ensure its reliability. The financial statements finalising schedule is disseminated to the units concerned, stating the information required and the time-limits to be adhered to. 34 The group’s financial statements are drawn up every quarter in accordance with IFRS standards and the statutory auditors validate the consolidation files for Crédit Coopératif every quarter. They conduct an audit of the consolidated financial statements as they are drawn up on 30 June and each time they are drawn up annually. Apart from the actions of the Statutory Auditors, the quality of the accounting process is inspected by the Crédit Coopératif Audit Department, the Audit Department of the Banque Fédérale des Banques Populaires and the Commission Bancaire departments. Annual Report 2008 Statutory auditors’ report on the chairman’s report Crédit Coopératif S.A. PostAddress: 33, rue des Trois Fontanot – 92 000 Nanterre Share capital: 493 718 765,25 e. Statutory auditors’ report, drawn up in accordance with article L.225-235 of the French Code of Commerce, concerning the chairman’s report. Year ending on 31 December 2008. Ladies and Gentlemen, In our capacity as the statutory auditors of Crédit Coopératif S.A., and pursuant to Article L. 225-235 of French Commercial Code, we submit to you our report on the report drawn up by your company’s Chairman in accordance with Article L. 22537 of French Commercial Code in respect of the financial year ended 31 December 2008.. It is up to the chairman to draw up and put to the Board of Directors for approval a report listing the internal-control and risk management procedures set up within the Company and providing the other information required under the terms of Article L. 225-37 of the French Commercial Code, concerning in particular the corporate governance systems implemented. It is our task to: • Communicate to you the comments we need to make on the information contained in the Chairman’s report regarding the internal-control procedures relating to the generation and processing of accounting and financial information, and • Certify that the report contains the other information required under the terms of Article L.225-37 of the French Commercial Code, with the further proviso that our mission does not include verification of the sincerity of that other information. We conducted our audit in accordance with professional standards applicable in France. These standards require us to conduct investigations so as to verify the concordance of the information concerning the internal control procedures relating to generation and processing of the accounting and financial information contained in the Chairman’s report. These investigations consist specifically of: • A cquainting ourselves with the internal-control procedures relating to the generation and processing of accounting and financial information, underlying the information presented in the Chairman’s report as well as existing documentation, • Acquainting ourselves with the work that enabled this information and the existing documentation to be compiled, • Determining whether major deficiencies in internal control relating to the generation and processing of accounting and financial information, which we may have noted within the framework of our audit, form the subject of appropriate information in the Chairman’s report. On the basis of this work and these activities, we have no comments to make on the information provided with regard to the company’s internal-control procedures for the generation and processing of accounting and financial information, as set out in the report by the Chairman of the Board of Directors drawn up in accordance with Article L. 22537 of the French Commercial Code. We certify that the report drawn up by the Chairman of the Board of Directors contains the other information required under the terms of Article L.225-37 of the French Commercial Code. Paris La Défense, 13 March 2009 KPMG Audit Department of KPMG S.A. Fabrice Odent Partner Paris, 13 March 2009 SOFIDEEC Baker Tilly Cyrille Baud Partner Jean-François Demargne Partner 35 36 Annual Report 2008 Management report of the Crédit Coopératif Group 2008 has turned out to be a year of sustained activity for the Crédit Coopératif Group. Of course, the Group was not completely spared by the successive financial crises that marked the year and have weighed down the Group’s earnings. Nonetheless, their consequences remain relatively limited and restricted, because Crédit Coopératif’s activities are mainly centred on collection of resources, loans and services for its members and clients. The growth in the numbers of clients is above 10%, with in increase of over 5% concerning legal entities and over 12% for physical persons. At the end of the year, the Group had more than 242,000 active clients. Concerning the amounts deposited by the clientele, the annual average amount outstanding (13.8 billion euros) rose by 8.2%. The increase in balance sheet resources is smaller than in 2007 (+ 7.5% for deposits on sight, + 24% for deposits bearing interest), except for the savings accounts (+ 11%) due mainly to an efficient campaign anticipating the high interest levels on Livret A savings passbook accounts. The UCITS balances outstanding showed in increase of 3.7% as against the average balance outstanding at 31 December 2007, which constitutes a good performance level in the context of the year. Alongside stability in short-term loans, investment loans showed particularly strong growth (over 26%), especially in the last few months of the year. This is a positive sign, but it requires vigilance. To anticipate risks, substantial provisions have been set aside and all the staff have been asked to apply the necessary discipline in granting loans, during the current period of increasing sectoral and business risks. The surplus resources further buttressed the Group’s autonomy and its ongoing loan activities. They provide leeway for reflection and action, but the question of their allocation will provide a major theme of reflection in 2009. The information systems department carried out numerous projects during the financial year, with in particular the transfer of the computer processing centre to a new site that is better suited in terms of operational security and continuing activities. The year was strongly marked by the highly participative procedure carried out to draw up the Coopéraction 2015 corporate plan and the 2012 medium-term plan. Launched at the end of January 2009, the project expresses the Group’s dynamism and its determination to accentuate its growth while complying with its basic principles and its vocation. Lastly, services are seeing growth, which is linked to the overall increase in levels of activity. The number of transactions made increased by +5.4% to reach 129.3 million. 37 1. 2008 Activity of the Crédit Coopératif Group 1.1 THE ECONOMIC AND FINANCIAL ENVIRONMENT2008 : a painful year In the wake of 2007, which was affected by the transformation of the American real estate crisis into a banking crisis (subprime crisis), 2008 saw a wave of successive crises spreading at an international level. After an initial alert at the beginning of the year with the bailout of Bear Stearns, the spread of the banking crisis enhanced aversion to risk and volatility, which in turn took the system close to its breaking point. Fortunately, the interventionism coordinated at a worldwide level by the central banks and the States ensured continuity by taking over the role of the markets, which were paralysed because they had lost their bearings. Unprecedented steps were taken to avoid a systemic crisis. All the sectors, and even some countries, were then contaminated. In a context of exacerbated aversion to risk, the financial crisis became an economic crisis, and the difficulties encountered in the USA took on worldwide proportions. 2008 thus saw a break in the worldwide growth cycle. All countries are affected, either by the credit crunch and the real estate and stock exchange shakedown, or by the slump in world trade, or by the liquidity shortage linked to the oil and raw materials aftershocks. The OECD countries went into recession on a synchronised basis. The job situation started to worsen, and this had consequences on consumption levels and led to shrinkage in supplies. In the English-speaking countries, which are strongly finance-driven, the pension and health schemes were unsettled. The landing was a hard one: consumers have to integrate their impoverishment and the end of a model based on over-consumption and over-borrowing. France, for its part, was already showing signs of weakness before the events in mid-September. A strong euro, the slowdown in world trade and high oil prices weakened its internal economic structures, and even led to contraction in the GDP for the second quarter. Since the bankruptcy of Lehman Brothers, the flow of bad news has clouded prospects. Sorely tried and weakened by the tightening credit squeeze, the French economy just managed to avoid recession in 2008. However, the main difficulties are yet to come. The real estate slump has hampered consumer dynamism, which is a pillar of 38 French growth. Sales of household goods showed much slower growth in 2008 (+3.5%) following record figures for 2007 (+15%). At the same time, all the indicators in the building sector switched to red. The falls in the indicators given for the sector in 2008 (building permits: -17%; site starts: -16%), coupled with the wait-and-see attitude stemming from the tightening bank loan conditions, translated into a major increase in stock levels. For the moment, real estate price adjustments have remained small (-3.1% in 2008 in prices of existing houses). At the same time, on the supply side, SMEs, whose profitability had already been weakened, were threatened by the banking crisis. Bankruptcies and company restructuring could push the economy into a recessive vicious circle, in which rising unemployment hits consumer morale, and consumers cut their spending, thus leading to a fall in supplies and hence job losses. The initial signs of a recession have already been noted in 2009, but the duration and depth of the slump could be lessened or worsened by consumer attitudes to savings. The psychology of the economic players is thus the key question for the coming months. By lowering interest rates on savings and making loans cheaper (and hence providing support for the real estate market), the policy of low interest rates constitutes an especially crucial element for dealing with the problems faced by the French economy. At an international level, the central banks and the States are reactive and they are following in the USA’s footsteps with reflationary plans and steps to ease money supplies. Risk-free remuneration rates have fallen sharply. 2008 is thus also a year in which the cornerstones of recovery were laid. Concerning prices, 2008 saw some relatively strong contrasts. The first six months were dominated by the risk of an inflationary spiral, in the wake of the sharp rises in the prices of raw materials. In the second half of the year, the strong oil aftershock (-74% between the highest and lowest prices), coming on top of the worsening in the financial crisis (September) and the economic crisis (unemployment, stock clearances) quickly hit the inflationary problem on the head. On the financial markets, 2008 thus marked a sea change for the coming years. Market operations (regulations, standards, etc.) and the market landscape are changing fast, with the disappearance of some major banking entities, while others, such as hedge funds, have been considerably weakened and could well disappear in turn. Of course, the stock markets were hit hard by these multiple Annual Report 2008 crises. Share prices saw their worst year since 1931 (MSCI World: – 42.1%). Basic principles and evaluations melted away before aversion to risk and the need for liquid assets, so the surprising strength shown in company earnings outside the financial sector failed to stem the tide. Most of the stock indices fell to historic lows. In emerging countries, the Russian stock index showed the sharpest fall (-72.7%), followed closely by China (-69.7%). In the developed countries, the falls stood at -30% to -45%. With only two of the twelve months showing positive monthly variations, the CAC 40 lost 42.7% over an extremely volatile year. Lastly, from a geopolitical standpoint, although there were many sources of tension, the election of Barack Obama as President of the USA gave rise to some fragile yet opportune hopes for international coordination, in spite of the risk of a protectionist backlash stemming from the various crises. 1.2 OUR CUSTOMER SEGMENTS1.2.1 COOPERATIVES AND SMES With 2008 growth of over 17% in the volume of investment credits made available for its business clientele, Crédit Coopératif is continuing to show growth in all its sectors of activity, and especially in sustainable development. The experience it has built up with SMEs and SMIs over the last thirty years enables it to amplify its levels of intervention, just as it is able to rely on its expertise in numerous fields of business activity, such as mechanical engineering, shipping, food and agriculture, motor vehicle distribution, etc., to accompany their growth in the most efficient ways. It has been present alongside SCOP production cooperative societies for a long time, and it reaffirmed its presence at their side during their latest Convention in May 2008, by signing an outline agreement that covers transfers of business concerns in the form of employee takeovers, amongst other things. Transfer of businesses is also one of the core concerns of all our customer segments, be they cooperatives of artisans, tradesmen, carriers, etc. Crédit Coopératif has set up a partnership with the APERE business transfer network to accompany sellers and buyers in the various stages of the transfer and takeover procedures. In recent years, it has paid careful attention to financing emerging sectors: renewable energy sources, and protection of the environment, and it is determined to strengthen its skills, within the framework of financing for “environmental” projects in other cooperative sectors, especially farming cooperation. In a general way, it has developed a full range of products, ranging from consulting to financing, to accompany the “Sustainable Development” procedures undertaken by all its customer segments. Since 2008, Crédit Coopératif has been a partner of the ACFCI (Assemblée des Chambres Françaises de Commerce et d’Industrie – Assembly of French Chambers of Commerce and Industry) and the ADEME environmental and energy conservation agency within the framework of the multi-stage certification procedure known as “1.2.3 Environment”. With a business model based on partnerships, Crédit Coopératif develops close relations with professional organisations and the groups formed by its clienteles, thus enabling it to share its objectives know-how, and experience. 1.2.2 PROFESSIONAL SPECIALISTS IN BUILDING AND CIVIL ENGINEERING The building and civil engineering sector saw a cyclic downturn in 2008. A fall of about -15% was noted in the numbers of housing unit starts, and this was not offset by the growth in the social housing sector. The same fall was seen in civil engineering, due mainly to an unfavourable electoral cycle, in that the arrival of new teams at the municipal council level was not conducive to the swift launch of new programmes. The forecasts for 2009 are not very optimistic, with a fall in volume of about 6% for the building and civil engineering sector as a whole. The Crédit Coopératif Group has a strong presence in the sector via its subsidiary BTP Banque, which has a network of 32 branches throughout France. BTP Banque showed steady levels of activity in 2008, with slower growth than expected, due to the unfavourable situation. Collection is showing growth with a transfer of assets from UCITS to term deposits, which have shown strong growth throughout the year. The overall levels of customer loans remained stable at the same levels as 2007, whereas commitments by signature, which account for a significant share in BTP Banque activities, showed strong growth. Thus BTP Banque stood up well to the 2008 cyclic downturn, but 2009 shows high levels of uncertainty. Over the longer term, BTP Banque has begun work on a medium-term plan for 2009-2012, whose main lines cover development of a sales policy based on enhanced adaptation of its offer to the various target customer segments, widening the range of products provided for clients, development of total banking relations with current and future clients, and enhancing its reputation, organisation and quality, at the service of professional specialists in building and civil engineering. 1.2.3 ASSOCIATIONS AND ORGANISATIONS OF GENERAL INTEREST Crédit Coopératif is a reference bank for organisations carrying out activities dedicated to services of general interest (OIGs in French). Associations large and small, mutual societies, social organisations managing housing, semipublic companies, or even classic joint stock companies within the framework of subsidiaries, their activities are very wide-ranging, but they are essential for the balance of our society: health, social action, social housing, education, integration, international solidarity, culture, environment, welfare, sport, etc. Our activities with this type of clientele saw a fast increase 39 in 2008. For its 36,800 clients in this sector, including 16,000 small and medium-sized associations, Crédit Coopératif manages €822 M€ in bank savings (a rise of 9.9% over the year), and €3.2 billion in financial savings (+9.3%), with outstanding medium-and long-term loans in the sector amounting to €1.7 billion (+24%). It develops products and services to suit the specific economic, legal and fiscal aspects for operators in each of these sectors, with well-known expertise enriched by the close links it has set up with its members and their movements and professional organisations, in the field and up to its Board of Directors. The relations between Crédit Coopératif and its clients are above all those of partnership. In particular, 2008 saw the launch of a mutual profit-sharing fund for the Fondation Abbé Pierre charity organisation and its action in favour of housing for the penniless, closer links with popular education, higher education and research movements, strengthening of our presence among social housing operators and their federations, with special attention paid to preserving financing circuits for social housing and a particular effort to encourage ownership access to social housing. Without waiting for the impact of the various crises on jobs, we further tightened the already close links with the various networks supporting the economic integration sector and socially responsible organisations such as France Active, Coorace and Cnei. 1.2.4 A BANK FOR SMALL AND MEDIUM-SIZED ASSOCIATIONS Crédit Coopératif is also a banker for small and medium-sized associations (SMAs), with over 16,000 small and mediumsized client associative structures that are the object of specific identification in order to adapt the offer to their size, requirements and expectations. It has developed a range of dedicated products, around an inclusive banking fee: “Esprit Associations”. It also took part, in partnership with the France Active association, in setting up the IMPUL’SIO guarantee to facilitate development of equipment loans for small and medium-sized associations. The fee includes access to the “Coop@net” online bank, and 38% of the SMAs now use these services (as against 32% a year earlier). The growing numbers of clients among SMAs, in particular in the sectors of culture, social action, and the environment, shows the quality of the response provided for them. This confirms the professionalism shown by Crédit Coopératif and its knowledge of the sector. By identifying SMAs and dedicating products to them, Crédit Coopératif facilitates growth among the associations and the everyday management tasks of the people running them. 1.2.5 A BANK FOR PRIVATE INDIVIDUALS Crédit Coopératif attracts growing numbers of private individuals each year. It has almost 225,000 clients, including 110,000 protected persons. Throughout its network of branches, and also via its call centre and a dedicated online branch, it provides the range of products and services that is expected of a bank with an 40 original approach: almost all the range is available in socially responsible versions. The range of socially responsible products was set up as early as 1983, stemming from its close relations with the actors in the field, thus providing Ecofi Investissements with 25 years of experience in ethical, socially responsible management. As can be seen from the amount of almost 4 million euros in donations stemming from socially responsible products this year, 2008 confirms the progress made by this type of savings, boosted by the Agir range, Faim et Développement, Confiance solidaire and the success of the latest product in the range: Agir 18/28 for young socially responsible people. 2008 is the bioclimatic housing year, and it confirms the lead taken by Crédit Coopératif with its eco-housing range of loans that is being widened to include social housing. It is also a year that is seeing enhanced growth in production of social micro-loans for exposed populations, in partnership with players in the social economy. Lastly, it was the year that saw the milestone of 10,000 loans to private individuals passed, with the help of the launch of loans made to members of the Comité National d’Action Sociale (CNAS – French national social action committee). Crédit Coopératif also counts over 110,000 protected persons among its clients. For over 20 years, with associations or other actors in the world of the disabled, handicap, it has developed a high level of services to manage activities for guardians. The staff in the branches have been trained to welcome and deal with the mentally retarded. All this shows Crédit Coopératif’s daily usefulness and its action as part of an economy with a human face. 1.3 BUSINESS ACTIVITIES AT THE SERVICE OF THE REAL ECONOMYAs part of a logic involving full banking relations, and via its two national banking networks, Crédit Coopératif and BTP Banque, together with specialised subsidiaries for various types of professional activity, the Crédit Coopératif Group provides the full range of banking, financial and technological products and services that firms, organisations in the public interest and private individuals expect of a bank, for their operations in France or in other countries. It is also developing its dedicated types of expertise and tailor-made solutions with its clients’ movements and professional organisations. The necessity of taking their specific aspects into account has led it to install powerful information processing systems that it can place at the disposal of partners, such as associated establishments, to deal with their management requirements. To guarantee enhanced reliability, the Group has installed secure equipment and a plan to ensure continuity of activities. 1.3.1 Financing The Group’s origins, credit and facilitating access to credit, remain its core activity. The range of financing meets all the requirements of legal entities and physical persons alike: financing for equipment, real estate or intangible Annual Report 2008 investments, in the form of classic loans, leasing, or financial leasing; meeting requirements linked to operating cycles, etc. In 2008, in spite of the gloomy context at the end of the year, the total amounts of loans made available grew by 16.3% (310.9 million euros), with growth rates of 22.2% for long-term loans and 22.8% for short- and medium-term loans to Crédit Coopératif clients. The average end-of-month amounts outstanding for Crédit Coopératif and its subsidiaries stand at 6.351 billion euros. To facilitate access to credit, mutual guarantee mechanisms (specialised guarantee funds, financial cooperatives of SMEs and SMIs) are used on a regular basis. The Crédit Coopératif Group is also a partner of French public systems such as social loans for rented housing (PLS in French) for social housing associations and authorities; PSLA (social housing, with cooperatives in particular); social cohesion funds to guarantee professional micro-loans (such as partnerships with Adie) or personal micro-loans; Caisse des Dépôts for specific financing. Assignment of receivables is a very common practice, especially for non-profit-making organisations and in building and civil engineering activities. The offer of bank guarantees for works contracts is very dynamic, mainly thanks to a highly efficient distance management tool. Crédit Coopératif provides real estate and consumer loans for private individuals, concentrating mainly on their environmental and eco-housing equipment projects. 2008 saw implementation of t he borrower rating system within the framework of the new McDonough solvency Crédit Coopératif, a partner of the CEB and the EIB As at the end of 2008, Crédit Coopératif had invested in full the loan of 50 million euros granted to it by the Council of Europe Development Bank (CEB) to finance investments in the health, education and professional training sectors, throughout France. The funds were used to back projects that help to strengthen social cohesion and target vulnerable populations to begin with: elderly people, the disabled, those confronted with dependency or illnesses, and young people and adults in difficult social situations. ratio. The Banque Populaire Group has decided to apply its own rating system, in which Crédit Coopératif has been able to highlight the specific aspects of its customer base, especially in the associative world. > Equipment leasing Under the Coopamat brand name, the Crédit Coopératif Group offers financing for equipment and vehicle leasing, for SMESMIs of all sectors, artisans and associations. This financing solution is appreciated by the clientele due to its flexible rate charts, and the simplicity and rapidity in setting up dossiers. In 2008, the Crédit Coopératif equipment leasing production activities stood at 101 million euros, an increase of 3% as compared with 2007. > Property finance leasing Crédit Coopératif carries out property leasing activities via 2 subsidiaries: Bati-Lease and Inter-Coop: Bati Lease (formerly BATINOREST) A subsidiary in which Crédit Coopératif has owned a 95% holding since early in 2006, it is the number one property finance leasing operator in the Nord - Pas de Calais region, with an offer built around investment finance for regional companies in the form of property finance leasing, property loans and long-term leasing. Under the Crédit Coopératif Lease name, it has become the property finance leasing operator for the Crédit Coopératif Group throughout France. In 2008, Bati Lease’s activities continued at a strong pace, with a rise of almost 30% in financing agreements, which reached €144.5 million, and 22% growth in the number of contracts signed, with €111.7 million in dossiers signed and offers accepted. INTER-COOP A property finance leasing company dedicated to professional property, it devotes its activity primarily to managing its asset base and to expanding its prior operations. Crédit Coopératif now carries out its property leasing transactions via BATI-LEASE. As at 31 October 2008, INTER-COOP took over all the property finance leasing contracts held by INTERCOP LOCATION (formerly SICOMI-COOP) which had carried out extinctive management since the end of the SICOMI system in 1996. This meant that Intercop location lost its certification as a credit establishment and is now limited to a residual activity of property rental. 1.3.2 Savings and investments The initial CEB loan highlighted the European recognition of Crédit Coopératif’s activities in the field of the social economy, which completes the partnership that has continued over many years between Crédit Coopératif and the European Investment Bank (EIB) to finance SMEs. In 2008, Crédit Coopératif thus invested the full 150 million euros loaned to it by the EIB under the 12th partnership programme. A thirteenth loan is currently being studied, covering an amount of 150 million euros, again to finance SMEs and SMIs. > Savings DE Crédit Coopératif provides its clients with the full range of classic savings products (bank savings accounts, registered home ownership savings plans, time-deposit accounts) together with socially responsible savings products, for which it is the recognised specialist at a national level. Crédit Coopératif’s socially responsible savings products enable savers who so wish to share some of the interest paid out to them with Crédit Coopératif’s partner associations operating in all the socially responsible fields (environment, international solidarity, help for the disabled, support for 41 renewable energy sources, integration, etc.). In 2008, more than 13,000 socially responsible products were subscribed by Crédit Coopératif clients. The overall shared savings amounts outstanding reaches almost 270 million euros, held by nearly 50,000 active socially responsible clients, who made donations of almost 3.9 million euros in 2008.. > Financial intermediation Crédit Coopératif’s financial solidity and its position as a net lender on the monetary market make it a much-sought-after counterparty in Paris, where it maintains many active relationships. Its ability to make economic analyses and evaluate market risks, the clear-cut separation between its own-asset operations and the operations carried out for its clientele enable it to intervene under the best conditions of efficiency and safety. The fact that its rating system is aligned on that of the Banque Populaire Group constitutes a favourable element for this activity. Its work is built around three main types of services: - An offer covering investments in time-deposit accounts, deposit certificates or medium-term notes with all maturities. Able to satisfy its clients concerning the amounts and durations of their choice, Crédit Coopératif had issued securities worth a total of 2.353 billion euros as at the end of 2008; - Proposals concerning investments in bonds on the primary and secondary bond markets. In 2008, 85 million euros were handled under this scheme. Thanks to the partnership set up with medium-sized banks in the UGP (Union de garantie et de placement – Guarantee and investment union), the Crédit Coopératif Group is a stakeholder in most bond issues put out in Paris, thus providing its clients with special access to the market. - An offer covering swaps and rate risk hedging instruments, adapted to suit client requirements, especially those of borrowers. > Asset management Asset management for third parties is one of the Crédit Coopératif Group’s activities; it is carried out by a dedicated subsidiary: Ecofi Investissements. Active depuis plus de 30 ans dans ce métier, Ecofi Investissements gère 8,17 Mds € (au 31 décembre 2008). Ses produits et services sont commercialisés auprès d’une clientèle d’investisseurs institutionnels et de clients privés à travers ses partenaires distributeurs et les réseaux du Crédit Coopératif et de BTP Banque. Active in the field for over 30 years, Ecofi Investissements manages assets of 8.17 billion euros (as at 31 December 2008). Its products and services are commercialised among a clientele of institutional investors and private clients via its distributor partners and the Crédit Coopératif and BTP Banque networks. Along four avenues of research – economic analysis and asset allocation, financial analysis, quantitative analysis, and ethical and socially responsible analysis – Ecofi Investissements provides management based on conviction and backed up by the pooled experience of its 18 managers, with a range of monetary, bond and share UCITS, managed using fundamental, quantitative, ethical and socially responsible principles. crédit coopératif c’est un choix 42 Ecofi Investissements often receives awards, and in 2008 it was recognised for the quality of its management: 4th out of 25 in the Alpha League Table; Trophée d’or from the Le Revenu magazine: best overall performance level over 10 years; Trophée d’Argent from the Le Revenu magazine: euro bond range over 3 years. The performance levels of the Ecofi Investissements UCITS range can be accessed on the Internet at the following address: www.ecofi.fr With the extra advantage of its position as a member of the Crédit Coopératif Group, Ecofi Investissements is strongly attached to the values of the socially responsible economy. It is one of the pioneers in ethical and socially responsible finance, with 25 years of experience in the field (creation of the first European shared fund in 1983) and it puts forward a fully adapted UCITS offer including sustainable development funds, theme and shared funds, socially responsible investment funds (ISR in French) – with a rigorous, transparent “best in class” methodology – and socially responsible funds. In 2008, Ecofi Investissement stood up better than its competitors to a very difficult market context. Whereas in France in 2008, management companies as a whole lost 18% of their investment amounts outstanding, Ecofi was able to maintain its amounts. Its investment philosophy, based on a fundamental, financial analysis, and creation of innovative products that are designed to make the most of market opportunities, such as Ecofi 3 months, which had passed the billion euro mark by its first anniversary, enabled its to meet its clients’ expectations and reinforce its growth projects. In the course of the year, Ecofi Investissements enriched its range by creating 14 UCITS, 7 of them dedicated. Ethical and socially responsible management took pride of place with the creation of two open UCITS, Ecofi Développement Durable and Agir avec la Fondation Abbé Pierre, and a dedicated UCITS for the Restos du Cœur association providing meals for the needy. Ecofi Développement Durable, an international share mutual fund invested in the sustainable development theme, is characterised by its wide range of themes (core themes and supporting themes in relation with human aspects) and its geographical diversification. Agir avec la Fondation Abbé Pierre is a mutual fund that brings together the principles of sharing and socially responsible investment and management, and provides support for the Foundation in basic social housing. The fund has obtained Finansol certification, which is granted to savings products providing the required levels of transparency, ethics and social responsibility. The range was also enriched by creation of two funds: - Ecofi Taux Fixe 2013, a euro bond UCITS, enables holders to benefit from good levels of returns on the rate curve. Crédit Coopératif Rendement Sécurité 2, for its part, provides an opportunity to invest on stock markets, via its underlying Ecofi Actions Rendement scheme, which frequently wins awards, while benefiting from a guarantee as to the unit value on maturity. - Ecofi Macro Diversified, a diversified patrimonial fund Annual Report 2008 whose management strategy is based on detection of investment opportunities over a very wide spread, both geographically and in terms of asset classes and segments within those classes. bank cards, direct debits, bank transfers, Tip and Tep payment methods, etc.) were completed in 2008 with new services in the form of implementation of Sepa European bank transfers, firstly transfers received, and then transfers made. > Life insurance Crédit Coopératif has a full range of life insurance investment schemes, with contracts in euros or multi-support contracts, in partnership with the MUTAVIE (MACIF Group) and MMA VIE Group insurance companies. The range put forward by Crédit Coopératif is designed to meet all its clients’ requirements: from monthly construction of savings to capitalisation, boosted or not by financial supports, via products providing regular income or enabling savers to express their solidarity towards humanitarian associations (Choix Agir). To underline its seriousness and the quality of the management provided by its partners, the range is often selected by many judges administering the property of people under guardianship. In 2008, the assets managed under the life insurance products taken out by private individuals with Crédit Coopératif increased by nearly 13% to reach almost 250 million euros. > Technological services Due to the distances involved in its network, the Crédit Coopératif Group started to provide technological services at a very early date, concerning distance processing of operations, and the Internet subsequently provided a further range of successful services. Use of online banking services has seen considerable growth: Coop@net and BTP@net, the secure Coop@trans site to exchange payments and statements via teletransmission, the la Click & Trust digital certificate solution for remote administrative procedures, and online applications for Coopimport documentary credit or bank guarantee services. NetPrélévement can be used to handle and monitor direct debits and dishonoured bills; it is aimed mainly at associations and works committees. In the computerized payment field, Crédit Coopératif provides secure payment systems for bank cards via solutions (Cirra and Paybox offers) that range from electronic payment terminal equipment to systems adapted to specific activities. Its online payment solution is well suited, amongst other things, to collecting donations and paying subscriptions. The Astel offer for trustee managers, the market leader, has been designed in partnership with them for 20 years now, and it led to designing a capped cash card. Astel and AT Services, which are services dedicated to handling trustee management activities, are recognised for their quality. The cheque processing system meets the requirements of major users, such as mass retailers or mutual health insurance organisations, and it is covered by reciprocal back-up agreements with Natixis. 1.3.3 Banking services The number of clients with an active account at Crédit Coopératif or BTP Banque reached 242,216 at the end of 2008, i.e. an increase of 10.1%. Almost 63,000 of these clients are legal entities, and about 180,000 are private individuals. In all, in 2008, the Group carried out 129.3 million computerized banking transfer operations (+ 5.4%), including 28.5 million via Etebac (+ 12.6%). The number of subscribers to the Coop@net et BTPnet online banking services grew by 26% and 13.2% respectively. Other than supervision, this means that 30% of our clients subscribe to the online banking services, a level that is likely to increase. Clients have access to all the classic banking services, at rates that put Crédit Coopératif in an attractive position on the market, especially for its distance branch dedicated to private individuals. Invoicing is linked to consumption, and there are not many flat rates or packages (Rayon Pro and Rayon Perso, for associated trade, and Esprit Associations, for small and mediumsized associations). In spite of a tradition of low invoicing rates, the commissions received amounted to 130.7 million euros, an increase of 5.7% over 2007, partially making up for the low margins on loans. In partnership with Factorem, a member of the Banque Populaire Group, and the number three factor in France, clients have access to client side management products (commercial information, credit insurance, factoring). The services linked to management of current accounts provide added value: merging accounts and providing balances, for example. Services concerning processing of financial flows and means of payment are provided for smaller clients and major clients alike. Further online banking services and new functionalities are added frequently (guarantees, recovered bills of exchange, portfolio monitoring, etc.) and dematerialised offers suitable for processing all means of payment (cheques, > International operations The Crédit Coopératif Group is equipped to provide financial exchanges at an international level and accompany its clients’ activities, thanks to experts at the headquarters and a worldwide network of correspondents: buying and selling other currencies, guarantees, documentary credits – via the Coopimport online service –, standby letters of credit, advances in other currencies, assignment of receivables against clients in other countries, Coface export or import insurance, etc. The volume of activities grew by 4% in 2008. Crédit Coopératif owns an efficient management tool to process payments to or from all countries. For exchanges between European Union countries, it uses the STEP 1 and STEP 2 compensation systems provided by the Euro banking association (EBA). These operations will doubtless be among the first concerned by implementation of a single euro payment area (Sepa). 1.3.4 Financial engineering Specialised departments or companies in the Group accompany firms and associative or mutualist organisations in their operations involving financial restructuring, development and diversification, management of liabilities, creation of subsidiaries, transfers, etc. 43 ESFIN-IDES The Esfin-Ides Group provides equity capital for entities in the socially responsible economy, especially cooperatives (Ides) and small and medium-sized firms in all sectors of activity (Esfin Participations). In particular, Esfin Participations and Ides intervene to provide responses, in liaison with the other entities in the Crédit Coopératif Group and its partners, to problems of transfer of firms and financing growth; they are designed with medium- and long-term objectives in mind, and in partnership with the shareholders and the management teams of the structures concerned. In 2008, Ides invested €2.8 million in 15 dossiers involving Scop cooperative companies, SCIC cooperative companies in the public interest, or members in cooperatives of retailers or subsidiaries of associations. For its part, Esfin Participations acquired holdings in the capital of five firms and strengthened its presence in eight others already in its portfolio, for a total amount of almost €5,1 million. For its part, the Esfin holding company strengthened its holding in Ile de France Capital, invested €200,000 in an Internet portal designed for personal services, and invested €750,000 alongside Crédit Coopératif to finance a major consumer cooperative in Catalonia. BTP CAPITAL CONSEIL BTP Capital Conseil, a subsidiary in which BTP Banque has an 80% holding, is specialised in transfers of building and civil engineering firms On the strength of its experience and knowledge of the SME sector in building and civil engineering activities, it plays a major part on the market of transfer of firms in the sector. BTP Capital Conseil provides consulting advice as to company values, examines the various transfer solutions and puts forward legal and financial set-ups. It also carries out activities to set up links, seeking a purchaser or a seller under the best conditions of success and confidentiality, on the basis of remits signed by the sellers. In 2008, an agreement was signed between BTP Banque, BTP Capital Conseil and the SMA Group to facilitate transfer of firms in the building and civil engineering sectors. More than a hundred entrepreneurs were seen during the year via the branches in the BTP Banque network, and also with support from the departmental building federations, and this translated into signing 11 advisory or evaluation missions, 9 selling missions and 92 financing files examined by BTP Banque, 49 of which are currently being put into practice BTP CAPITAL INVESTISSEMENT BTP Capital Investissement provides equity and quasi equity capital for SMEs in the building and civil engineering sector. It occupies a special position, thanks to its far-reaching knowledge of the sector, which means that it is often asked to take part in discussions held by other venture capital companies when SMEs in the building and civil engineering sectors are concerned. Its activities are centred on operations involving LBOs (primary or secondary), development capital or acquisitions of minority 44 stakes, and they make BTP Capital Investissement a special partner in dealing with transfer, development or the long-term future of SMEs in the building and civil engineering sector. Its interventions cover amounts varying from €100,000 to €1,000,000. 1.3.5 Social engineering Staff savings schemes constitute a transverse activity at Crédit Coopératif, which is aimed at commercial concerns and the associative, non-commercial sector alike. Through this activity, Crédit Coopératif provides advice and solutions for its clients who attach considerable importance to their remuneration policy and the dynamism of the wage policy. It helps them to implement employee investment agreements and Plan d’Epargne d’Entreprise (PEE – Company savings schemes) or plan d’épargne retraite collectif (PERCO – joint retirement savings schemes), in partnership with Natixis Interépargne, a specialised subsidiary of the Banque Populaire Group and the leader in France for staff savings schemes. In similar ways and since the beginning of the 2008 financial year, it has put forward retirement savings solutions in the form of joint insurance contracts (article 83 of the French Tax Code). It also suggests ways of handling end-of-career compensation via a contract that enables tax optimisation and also smoothes out cash flow. These contracts stem from the partnership with Assurances Banques Populaires. 2008 closed with an increase of 19% in the employee savings portfolio and almost 40% in the number of employees benefiting from the scheme. 2008 also saw commercialisation of the first contracts covering management of retirement bonus schemes, with the initial contracts signed representing more than €500,000 in premiums paid in at the time of subscription. In 2009, Crédit Coopératif will confirm its determination to accompany its customer firms in social engineering and provide them with useful advice about the opportunities stemming from the French law on income from work. It will also carry out special actions aimed at the non-trading sector that is also strongly concerned by some of these provisions. 1.3.6 Insurance The French law of 15 December 2005 and its application order of 30 August 2006 set out the basic rules to be complied with by all insurance brokers. Crédit Coopératif, whose articles of association include its capacity as an insurance broker, complied with the new provisions. This means in particular that it has the professional skills at its disposal to carry out the activity, and that it is required to motivate the advice given to its clients. A major training programme was thus set up in 2007 and 2008 for the branch managers, account executives and staff distributing insurance products. In 2008, the insurance activities carried out by Crédit Coopératif led to almost 9,000 contracts being taken out, almost 7,000 of which were death and disability insurance contracts linked to loans taken out by private individuals and professional clients, 1,600 SECURIVAL insurance contracts guaranteeing means of payment, and 847 Key Persons contracts. Annual Report 2008 2. Social and environmental responsibility 2.1 A COOPERATIVE AND PARTNER BANKCrédit Coopératif is a French national cooperative bank that relies on its members to bring life on an everyday basis to the cooperative principles to which it is strongly attached. 2.1.1 Cooperative principles According to the definition drawn up by the International Cooperative Alliance (ICA), a cooperative is an autonomous association of persons deliberately brought together to satisfy their shared economic, social and cultural aims and requirements via a jointly owned firm in which power is exercised democratically The cooperative principles adopted by the ACI constitute guidelines that enable cooperatives to put their values into practice. There are seven: 1. Freedom to join 2. Democratic management 3. Economic participation of the members 4. Autonomy and independence 5. Education, training and information 6. Cooperation between cooperatives 7. Commitments to the community In France, these international principles take the form of specific provisions governing operation of cooperatives, as set out in the law dated 10 September 1947 concerning the status of cooperation: - Twin statuses: Crédit Coopératif is owned by its members, who enjoy twin statuses as partners and users, owners and clients of their bank. The members of Crédit Coopératif, most of which are legal entities forming part of the social economy (associations, cooperatives or members of cooperatives, mutual health or other insurance companies, social housing organisations, etc.),are entitled to attend the general assemblies of Crédit Coopératif. - Freedom to join: in accordance with the principle of freedom to join, any client can become a member of Crédit Coopératif, provided that he or she meets the criteria set out in the articles of association and is approved by the Board of Directors. At Crédit Coopératif, membership status is limited to client legal entities. - The “one person, one vote” rule: All members hold the same voting rights during General Meetings, in accordance with the cooperative principle of “one person, one vote”, whatever the number of shares they hold. In 2008, almost 12% of the members attended the general assembly or voted by correspondence. - Non-shareable reserves: each year, a significant fraction of Crédit Coopératif’s earnings are set aside as reserves (2.8 million euros in 2008, i.e. 15% of the profits after tax). These reserves cannot be shared out: they are the collective property of the current and future members and the joint heritage of earlier generations. They can only be shared out among the members under certain exceptional circumstances. - Limited capital remuneration: Part of the annual earnings can be paid out to the members in the form of a remuneration concerning the shares they hold (12.7 million euros in 2008 for B and C shares, i.e. a remuneration amounting to 3.6% of the nominal share value1). In accordance with the principle of limited capital remuneration, shares in a cooperative cannot receive remuneration above the average return on bonds (taux moyen de rendement obligataire – TMO in French), which stood at 4.46% for the second half of 2008. - Cooperative rebate: Crédit Coopératif can also redistribute part of its annual earnings in the form of a cooperative rebate paid out to its members, in proportion to the value of the transactions made with each member. The amount paid out by Crédit Coopératif in the form of a cooperative rebate stood at €750,000, taken from the earnings for 20081. (1) Subject to the approval of the general meeting called to decide whether to approve the accounts for the 2008 financial year. 2.1.2 A company model based on partnership The members of Crédit Coopératif are very widely organised into movements that take part in its decision-making or consultative bodies. Crédit Coopératif was set up, and continues to grow, on the basis of this model involving triangular relationships between the bank, members and their professional federations. This partnership relationship is essential for Crédit Coopératif and it is to be found at all its operating levels. The composition of the Board of Directors of Crédit Coopératif provides a good example., Another good example can be found in the number of partnerships set up: in 2008, thirty or so partnerships were set up or continued, in all Crédit Coopératif’s fields of activity (health and social affairs, integration and socially responsible economy, education and leisure activities, SCOPs, SMEs, 45 sustainable development, distribution, social housing, works committees, etc.). The main partnerships entered into by Crédit Coopératif in 2008 Among the partnerships renewed in 2008, we can mention the following in particular: - Renewal of the partnership entered into with the Association pour le Droit à l’Initiative Economique (ADIE – Association for the right to take economic initiatives), determining the general framework of relations, the modalities for application of the agreements signed between the two partners and sponsoring creation of the «ADIGO» ADIE agency in Toulouse, - Renewal of the partnership entered into with the Fédération of Associated Trade Brands to organise the Associated Trade Meetings in 2008, - Renewal of the partnership entered into with France Active with a view to making a contribution to the development of France Active and its local funds, together with development of the offer concerning guarantees and investments of equity and quasi-equity capital made by the association on behalf of the players dealing with integration and the socially responsible economy. - Signature of a framework partnership agreement with the General confederation of SCOPs during the SCOP Convention in Poitiers. Among the new partnerships entered into by Crédit Coopératif in 2008, we can mention the following in particular: - A partnership to set up the Fondation internationale du Handicap (International handicap foundation), recognised as being in the public interest, within the framework of an initial allocation. - A partnership with the Confédération Permanente des Coordinations Associatives (CPCA – Permanent Confederation of Associative Coordinations) in order to provide support for the actions organised by the CPCA, - A partnership with the Comité National des Entreprises d’Insertion (CNEI – French National Committee of Integration Firms) to support the work to draw up a vade mecum of good practices and cooperation between integration firms and their economic environments. - A partnership with FNCUMA and COOP de France to provide support for a study concerning investment opportunities in photovoltaic cells for farming cooperatives. - Numerous partnerships concerning «personal micro-loans», in particular with Crédit Municipal de Paris and the «SOMUDIMEC» financial cooperative. The partnerships entered into and maintained by Crédit Coopératif with these professional federations enable it to draw up an offer that suits their members’ requirements and, where applicable, to create financial tools specifically designed for them. At the request of some partner federations, Crédit Coopératif has set up financial cooperatives that intervene mainly to 46 provide guarantees for the loans made by Crédit Coopératif to firms that are members of a federation, a sector or a region. Crédit Coopératif ensures the solvability of these financial establishments, via an association contract. Crédit Coopératif relies on these financial cooperatives, managed by the professional federations concerned, to develop its activities in certain sectors or regions, making the most of the expertise and experience of heads of firms involved in management of the dedicated financial tools. The heads of the firms in turn find in Crédit Coopératif a partner ready to trust their judgement and enter into commitments alongside them to help to develop a sector of activity or a local economic network. Crédit Coopératif has also set up sectoral guarantee funds to finance the associative sector: This is thorough case in particular for the FGMTLS, the mutual guarantee fund for social tourism, managed by the UCEL association, which brings representatives of the sector together. 2.2 SOCIALLY RESPONSIBLE FINANCING AND MICROFINANCING2.2.1 Crédit Coopératif, a bank in socially responsible financing The Crédit Coopératif Group is a pioneer in socially responsible finance, of which it implements various aspects: collecting socially responsible savings, implementing socially responsible financing, providing technical support for operators in the field of socially responsible financing. It provides promotion for the principle not only in France, but also over a far wider base in eastern Europe, and in some cases in southern Europe. This is not by chance, because by definition a cooperative is a concrete example of socially responsible economic behaviour, and also because Crédit Coopératif is the banker for firms in the socially responsible economy that play a major part among the socially responsible actors. In this respect, within the Banque Populaire Group, it has been entrusted with a national mission in the field of the socially responsible economy. > Ethical and socially responsible savings Crédit Coopératif is a pioneer in socially responsible savings because as early as 1983, it launched the first shared investment scheme, Hunger and Development. It now puts forward a full range of socially responsible banking products and it plays a leading role in the sector in France. The products of socially responsible savings, whether they stem from sharing or investment, enable those intervening in the fields of humanitarian action, integration, or development aid, to collect recurrent resources, widen their donor base, and enhance donor loyalty. Crédit Coopératif provides the widest range of socially responsible products with 17 products bearing Finansol certification. This quality label, which is awarded by an independent committee, recognises their socially responsible nature, transparency and seriousness (www.finansol.org). The beneficiaries of Crédit Coopératif shared products Annual Report 2008 collected more than 3.9 million euros in donations sin 2008, taking the total amount of donations received since the first shared product was set up to over 33 million euros. More than 40% of Crédit Coopératif’s private individual clients hold a socially responsible product. > The bank for players in socially responsible credit Partenaire des acteurs du crédit solidaire, le Crédit Coopératif As a partner of the players in socially responsible credit, Crédit Coopératif ensures in particular, vis-à-vis the supervisory authorities, the liquidity and solvency of the Caisse Solidaire du Nord Pas de Calais and the Société financière de la Nef. It is a founder member of Sofinei, société de financement pour les entreprises d’insertion (financing company for integration firms), and the France Active association. It earmarks almost a quarter of the amounts guaranteed by the France Active network, for micro-entrepreneurs and integration firms. Crédit Coopératif is also a member of www.fir.asso.frréseau national FIR (France Initiative Réseau national network), and it takes action with Plate-formes d’Initiative Locale (PFIL – Local initiative platforms), to provide support for creation and transfer of firms. Moving beyond these professional credits, Crédit Coopératif is entitled, as part of the social cohesion plan, to grant loans guaranteed by the fund managed by Caisse des dépôts and participates in the social personal loan system. > Promoting socially responsible financing in Europe The Crédit Coopératif socially responsible and alternative financing mission has taken part in development of socially responsible financing in Europe since 2001. A founder member of Fédération Européenne des Finances et Banques Éthiques et Alternatives (Febea), which brings together 25 financial institutions spread over 13 countries in Europe, Crédit Coopératif creates shared tools for the federation’s members: - Garantie Solidaire, a mutual guarantee fund for socially responsible loans; - The Choix Solidaire and Confiance Solidaire mutual funds, part of whose portfolio is invested in socially responsible firms; - Sefea, a venture capital company set up with the members of Febea, to acquire holdings in European socially responsible firms. 2.2.2 Crédit Coopératif, an original player in microfinancing Of course, Crédit Coopératif has entered into undertakings on microfinance, as can be seen in its numerous initiatives and the wide range of tools it has developed in France and in other countries. In many ways, microfinance plays a major role in development or renewal of the socially responsible economy in emerging countries. Crédit Coopératif has fully grasped the fact and has made progress on several fronts in the sector. - In France, Crédit Coopératif is a historic partner of l’ADIE (Association pour le Droit à l’Initiative Économique – Association for the right to economic initiatives), which has refinancing lines at its disposal for the loans it grants to its own clients. To provide support for ADIE’s actions, Crédit Coopératif has set up COD’Adie, a socially responsible sustainable development savings scheme placed at the service of microcredit. Crédit Coopératif also lends directly to micro-entrepreneurs accompanied by the networks in which it is a partner and which provide their guarantees. It was the first banking group to sign the Charter for distribution of loans to start-ups. - At an international level, Crédit Coopératif became involved in microfinance as early as 1987 via its Foundation, by providing support for the creation of Kafo Jiginew, a network of cooperative savings and loan institutions in Mali. Kafo Jiginew benefited from the Crédit Coopératif Group’s banking expertise when developing its network. Kafo Jigninew is currently made up of 131 institutions with almost 240,000 members, and loans outstanding of over €20 M. - To provide support for organisations dealing with microfinance outside France, Crédit Coopératif was the first bank to develop socially responsible savings products. The Faim et Développement mutual fund, set up in 1983, enables savers to share their annual interest payments with the CCFD (Comité Catholique contre la Faim et pour le Développement – Catholic committee against hunger and for development), in the form of donations to SIDI (Solidarité Internationale pour le Développement et l’Investissement – International solidarity for development and investment). Via shared funds and socially responsible investment funds managed by ECOFI Investissement, Crédit Coopératif also finances ACTED (Agence d’Aide à la Coopération Technique et au Développement – Technical cooperation and development aid agency) and the GRET (Groupe de Recherche et d’Echange Technologique – Technological research and exchange group). - As from 2004, Crédit Coopératif took action alongside international financial institutions in specialised funds such as Global Microfinance Facility, a refinancing fund managed by IMF (Institutions de Microfinance) and the European Fund for Southeast Europe, and investment fund dedicated to microfinance in the Balkans. Crédit Coopératif participated in setting up these funds and also as the main private banking investor. On the strength of this prior experience, and together with major players in socially responsible finance in Europe, Crédit Coopératif co-founded the Coopest investment company, in which it has a 33% holding. This structure was set up to encourage economic activities and initiatives in the socially responsible economy (associations, foundations, cooperatives and mutual organisations) and micro-entrepreneurs in eastern and central Europe. Coopest provides long-term financing and quasi-equity capital via financial intermediaries. More than half the Coopest portfolio is invested in microfinance. At the end of 2007, Crédit Coopératif redirected its microfinance strategy towards acquiring direct holdings. The IMF microfinance institutions targeted are mainly socially responsible economy structures that intervene in rural areas in various regions of Africa, Eastern Europe and the Middle East. The funds provided usually range between €300 and €700,000, with a position as a minority shareholder and a long-term exit strategy. For these activities, Crédit Coopératif works in partnership with technical operators such as SIDI or Etimos, institutions of which it is a founder member and whose object is to pool skills and expertises in the field of 47 microfinance, micro-insurance and fair trading. It also encourages joint investments alongside specialised organisations such as Investisseur & Partenaire. In 2008, Crédit Coopératif subscribed capital in a rural IMF in Kosovo, KRK, in partnership with SIDI, ADIE International and EFSE. Crédit Coopératif has also encouraged innovation in the microfinance field by providing support for the Babyloan peerto-peer micro-loan platform. This site is the first of its kind in France, and it enables Internet users who so wish to sponsor a micro-entrepreneur via a small loan to a partner microfinance institution financing the entrepreneur. At a European level, Crédit Coopératif is the biggest/first member bank in the European Microfinance Network set up by Maria Nowak. 2.3 HUMAN RESOURCES2.3.1 GROWING AND RECRUITING In 2008, the Group continued to renew and add to its staff with 1,905 staff members2 at 31 December, i.e. an increase of 5.2% since the previous year. Of the 311 staff members taken on (51.4% on permanent contracts), 62% were given customer relation jobs. Professional integration of apprentices showed further enhancement, with 33 contracts signed. The Group’s stronger presence among schools and universities, in the form of numerous agreements, enabled it to widen its recruitment base and diversify the diplomas studied by the trainees taken on. These actions help to renew generations and adapt the initial training requirements. Far-reaching work has been carried out with organisations and structures in charge of integrating disabled people, leading to recruitment of disabled staff, and concrete partnerships with specialised establishments. Eleven staff members were taken on in this way in 2008, and seven of them were confirmed in their jobs (recognition of new disabled staff members); two partnerships were signed with ESAT training centres for the disabled. Lastly, a Disability mission was set up and two referral agents were appointed in the Human Resources Department. (2) Staff in the Crédit Coopératif UES, made up of Crédit Coopératif, BTP Banque and Ecofi Investissements. 2.3.2 DEVELOPING SKILLS In 2008, training was impacted by ongoing application of the new legal and regulatory requirements (MIF, AERAS, insurance intermediation, combat against money laundering, prevention of risks of nonconformity, etc.). To meet training requirements covering all the Group’s staff, distance training courses were continued, especially in the network. This enabled more than 660 staff members to take the MIF training course, and about the same number followed the AERAS courses. Training reflects the employer’s commitment to accompany development of professional skills among staff members. In 2008, about a hundred candidates underwent training leading to a diploma. 2008 was an exceptional year in terms of the success seen by 48 Group staff members who took various examinations. All the staff members in their second year of ITB studies passed their final examinations. Moreover, two female staff members obtained “national major” classifications in their respective courses, one with a diploma from the Centre d’Etudes supérieures de Banque in “Administration of assets”, and the other with the Institut Technique de Banque. These individual successes would not be possible without teamwork, and they highlight the pertinence of the diploma courses selected and the accompanying teaching structures that have been implemented. However, training also stands for the development of the cooperative culture and the distinguishing characteristics of the social economy, with the involvement of branch directors and advisers to ensure optimum dissemination among employees of this highly specific culture which sets Crédit Coopératif apart from other cooperative banks. This specific corporate culture is also relayed to new staff taken on by the Group, during “Knowledge of the Group” training seminars, which about a hundred new staff members were invited to attend in 2008. 2.3.3 REMUNERATING - REDISTRIBUTING An responsible wage policy has been implemented in the Crédit Coopératif UES. A blanket increase was applied to all the staff members, other than those in the “outside classification” categories. Moving beyond collective agreements, recognition of skills and achievements among the Group’s staff has been described within the framework of a wage policy that has enabled more than 45% of the staff to benefit from an individual pay rise in 2008. Performance bonuses, for their part, again concerned almost 70% of the staff at the headquarters and in the networks in 2008. Fresh steps towards parity were confirmed in 2008. Among the changes in classification, female staff accounted for 61% of the promotions and 80% of the staff acquiring executive status. Nonetheless, this is a major concern that has to be given all the attention it deserves: There is still plenty of room for progress in the field. 2008 was the first year in which staff at the Crédit Coopératif UES benefited from application of the employee profit-sharing scheme signed on 29 June 2007. An overall amount of €6.1 M was divided up among them in June 2008, i.e. an average amount of €3,244 per beneficiary. On an individual basis, the amounts distributed represented at least a month’s gross basic salary for 85% of the beneficiaries. In 2008, the negotiations held between the Company and its staff and union representatives again led to signature of agreements on 30 May 2008: • An agreement covering meal vouchers, increasing the unit face value of the vouchers to €8 and the proportion financed by the employer to 60%; • An agreement covering payment of an exceptional bonus known as the “petrol bonus”, to staff members who were paid mileage allowances in 2007 because they had to use their personal vehicles for professional travel. Moreover, social dialogue continued in the second half of 2008 with opening of negotiations concerning implementation of a Plan d’Epargne pour la Retraite Collectif (PERCO – Collective retirement savings plan); the negotiations are to continue in 2009. Annual Report 2008 2.4 ENVIRONMENTAL IMPACTS OF THE ACTIVITYCrédit Coopératif is concerned by environmental questions It does all in its power to develop its environmental approach by limiting the direct impacts of its activity, and above all indirectly by providing environmentally orientated products for its clients and by providing banking services that suit the players in the environmental protection field. Crédit Coopératif’s backing for actors in the environment sector takes the form of partnerships. 2.4.1 MANAGING DIRECT ENVIRONMENTAL IMPACTS > Key figures for 2008 Total water consumption at headquarters: ....... 10,374 cu. m Water consumption per business day and per resident at headquarters: .................................. 59 litres Total electricity consumption at headquarters: 5,681,980 kwh Quantity of paper consumed (at the Group level): ............................................................... 80 tons > Achievements in 2008 Responsible treatment of waste Since January 2007, the headquarters has set up a sorting system for paper and cardboard. An extension of the system to the network of branches is being studied for 2009; to recycle its waste paper, Crédit Coopératif has called on the ELISE Company, a specialised integration enterprise. Crédit Coopératif also encourages its staff to collect and recycle plastic caps and batteries. The caps are recycled by the Handi – Cap- Prévention Association, which helps the disabled in their everyday life by providing equipment to suit their disabilities. Reviewing the procurement policy Crédit Coopératif has modified its procurement policy to enhance compliance with environmental criteria. Its procurement policy was also changed in 2008 through implementation of an ecological Intranet catalogue of office supplies and computer consumables. The new management system has enabled a reduction in the number of references, and implementation of consumption indicators, while providing a full catalogue that contains 76% of ecological references. In 2008, the Annecy branch subscribed to the green electricity offer put forward by ENERCOOP. Born of an active campaign carried out in 2005, ENERCOOP is currently the first cooperative supplier in France providing energy from 100% renewable sources. Transport Crédit Coopératif is continuing to renew its fleet of vehicles, giving priority to clean vehicles. In its fleet of 39 vehicles as at 31 January 2008, 21 had CO2 emission levels of less than 130 g per kilometre. Furthermore, Crédit Coopératif continues to draw up a list of the business travel and trips made by the staff, to put forward alternatives to travelling whenever possible. Business trips by car represented 3,266,998 km in 2008. The trips corresponded to travel to and from work, and to contacts with clients. Videoconference systems have been installed at headquarters and the Opéra branch, and they will be deployed progressively in Crédit Coopératif’s general delegations to provide an alternative to travel and develop the practice of distance training, in particular. « Eco-communication » Most of the Group’s institutional and commercial communication documents (annual report, commercial brochures, publications sent out to members, etc.) are printed on paper that respects the environment and using plant-based inks. Priority is given to production of electronic documents. Electronic versions of the annual reports are available on the Internet and on CD-ROMs. The promotional objects handed out during Crédit Coopératif special events in 2008, together with the office supplies, respect the environment: pens made of recycled materials, organic cotton bags, “post-it” notepads made of recycled paper, light-powered calculators, baskets with fair trade products, etc. The badges given to people attending shows and conventions are made from biomaterials obtained from maize, and they are systematically recovered after the events. Carbon footprint At the end of 2008, the Crédit Coopératif Group undertook an evaluation of the carbon dioxide emissions resulting from its activities within the framework of a carbon footprint analysis. The carbon footprint analysis will enable implementation in 2009 of an action plan to reduce greenhouse gas emission levels. Moreover, Crédit Coopératif has set up a system to calculate and compensate for the carbon impact of its cooperative activities. The number of kilometres covered by members to attend their general meetings amounted to 318,012 km in 2008; this represents about 67.2 t.eq.C02. To compensate for these emissions, Crédit Coopératif has decided to support the “CO2 Solidaire” programme run by GERES (Groupe Energies Renouvelables, Environnement et Solidarités – Renewable energy sources, environment and solidarity group) by making a donation corresponding to the carbon value of the quantities given off due to travel to attend its general meetings. Renovations and property The network of Crédit Coopératif branches is undergoing a major renovation programme. The improvement work covered 23 sites in 2008. A property renovation charter has been drawn up to integrate sustainable development criteria (choice of materials, computer equipment, consumption levels, etc.) and accessibility for the disabled. Completion of renovation work in all the branches is planned by 2012. Crédit Coopératif’s headquarters are to be renovated under a project complying with the High Environmental Quality (HEQ) standards, and while the work is being carried out, a temporary installation is planned as from May 2009. Renovation work on the headquarters will start on 1 July 2009 and the planned date for moving back into the building is during the first quarter of 2012. 49 > Fostering awareness of environmental issues among members Crédit Coopératif encourages good environmental practices among its client members: The Prix et Trophée de l’Initiative en Économie Sociale competition, organised for over 20 years by the Fondation Crédit Coopératif, frequently rewards exemplary projects carried out by players in the socially responsible economy, especially in the field of sustainable development, and gives pride of place during general meetings to the people behind the projects. In 2008, two projects linked to energy savings were among the national winners: The SCIC Energies renouvelables et environnement de la Haute-Loire (ERE 43) which enhances awareness in the general public concerning emerging technologies (solarpowered heating, wood pellets, hydro-accumulation, etc.) The Blue Energy France association, which manages electrification projects using renewable energy sources in developing countries. Furthermore, member awareness of environmental concerns is enhanced during regional forums held annually after the general meetings. In 2008, 4 regions decided to base their forums on the theme of sustainable development. - Brest: “From Brest to Kyoto: solidarity and citizen involvement” - Limoges: “Sustainable development, opportunities for the socially responsible economy in the region around Limoges” - Orléans: “Responsible consumption: a fad or a priority? “ - Strasbourg: “Protection of the environment, a question of citizenship: the example of housing The Crédit Coopératif Internet site www.agiravec lecreditcooperatif.coop is a vector of information and awareness enhancement concerning the actions carried out by its partners in favour of sustainable agriculture, biodiversity, protection of mountain regions and the oceans, and renewable energy sources. Lastly, in partnership with the Graines de changement information agency, Crédit Coopératif provided support for the launch of an Internet site giving information on responsible consumption: www.mescoursespourlaplanete.com It is also a partner of the directory site www.lemarchecitoyen.net 2.4.2 CRÉDIT COOPÉRATIF PRODUCTS WITH AN ENVIRONMENTAL PURPOSE Crédit Coopératif accompanies its clients’ environmental approaches by providing them with products that are oriented towards financing for ecological projects and by facilitating access to environmental diagnosis procedures. A pioneer in socially responsible savings in France, Crédit Coopératif is also developing products that can give savings an ecological dimension. > Staff training Crédit Coopératif has begun to implement an awareness enhancement and training policy among its staff concerning the main themes of sustainable development. 50 As a further element to the one-day awareness enhancement training sessions organised in 2007, concerning sustainable development, Crédit Coopératif has implemented an internal newsletter dedicated to environment activities and aimed at client company account executives. The letter provides them with the information necessary to accompany their clients and prospects in their environmental procedures. In 2008, Crédit Coopératif attended 23 shows and conventions focusing on eco-housing or renewable energy sources. The Crédit Coopératif teams were given training to enable them to make the most of the shows. > Financing ecological equipment With PREVair for private individuals and PREVair for legal entities, Crédit Coopératif finances, at attractive rates, ecological equipment for eco-housing and investments of an environmental nature made by its clients. The CODEVair is a savings passbook with FINANSOL approval, and whose funds collected are dedicated to financing investments of an environmental nature. It is aimed at private individuals and nonprofit-making organisations. PREVair and CODEVair are derived from products developed by the Banque Populaire Group. With the Euro 5 offer, Crédit Coopératif also provides classic loans or leasing at preferential rates for carriers, to help them to finance vehicles that anticipate the Euro 5 standard. With its partner Natixis LLD, Crédit Coopératif is developing turnkey solutions covering long-term motor vehicle rental, thus enabling businesses and associations to outsource management of their motor vehicle fleets. A bonus of €250, called CHEQVair, is paid out for each rental of a vehicle whose CO2 emission levels do not exceed 140 g per Km > Eco-housing Crédit Coopératif has applied an active policy in favour of eco-housing for several years. It provides physical persons with the ecological criteria taken into account when setting their property loan interest rates. The project study grid lists 26 eco-housing criteria. > Shared products The Agir pour la planète range supports organisations active in defending the environment, such as France Nature Environnement, Fondation Energies pour le monde, Terre des Hommes, the WWF, Echo-Mer, and the Surfrider Europe Foundation, through the parties in the Agir range and other socially responsible products. - The Agir card enables users to donate 6 eurocents to the partner association of their choice each time they make a cash withdrawal from an automatic teller machine. - The Agir savings passbook suggests making a donation of 50% of the annual interest accrued on the savings to the partner association selected. - With the Codesol, 50, 75 or 100% of the annual interest accrued on the savings are donated to the partner association selected by the client. In 2008, the total amount of the donations made by Crédit Coopératif and its clients to environmental protection associations stood at 950,000 euros. Annual Report 2008 > Socially responsible finance Ecofi Investissements, a Crédit Coopératif subsidiary, has made two mutual investment funds available that take the themes of energy efficiency and renewable energy sources into account in their investment process: Choix Solidaire and Epargne Ethique Actions. In 2008, the ethical and socially responsible range of Ecofi Investissements products was widened to include a new socially responsible fund: Ecofi Agir sustainable development. Ecofi Agir sustainable development is committed to investing 5 to 10% of its balance outstanding in unlisted socially responsible businesses, mainly those initiating activities in the field of sustainable development. The rest is invested in listed securities, shares (at least 60% of the portfolio) and interest rate products (35% at most), selected in the light of sustainable development or socially responsible investment criteria. > Promotion of diagnosis procedures Crédit Coopératif provides several products and services to accompany business managers in their environmental procedures. As part of its partnership with the Riposte verte association, Crédit Coopératif bears the travelling costs laid out by the representatives of the association when they help businesses, associations and local authorities to draw up an ecological summary by diagnosing their operating methods. In 2008, Crédit Coopératif signed an agreement with the ADEME and the ACFCI to accompany SMEs and SMIs in their environmental management procedures. Under the terms of the agreement, Crédit Coopératif provides preferential conditions for all businesses holding “1.2.3 Environment” certification or the “EnVol” brand concerning a PREVair loan for their environmental investments, with a 50% reduction in the administrative fees, plus a 30% reduction in the main account management fees. Moreover, to encourage social responsibility in its clients and prospects, Crédit Coopératif has joined the initiative taken by Qualité-France, a French national quality control association. Qualité-France has implemented a procedure for identifying and certifying SMEs and SMIs with commitments concerning the three pillars of sustainable development (economic, social, and environmental): The “Lucie” label. Crédit Coopératif enables businesses that have obtained the label to access the PREVair Entreprises loan system for investments of an environmental nature or investments aimed at improving facilities for the disabled. These businesses alternators benefit from a social engineering diagnosis and a 30% reduction in account management fees and turnover commissions. 2.4.3 THE BANKER FOR ACTORS DIRECTLY CONCERNED WITH THE ENVIRONMENT Crédit Coopératif supports and finances numerous initiatives linked to renewable energy sources and energy savings, waste treatment and recycling, and organic farming. Crédit Coopératif finances several wind-energy developers, and is currently considering many projects covering almost every type of renewable energy (wind energy, solar cells, hydroelectricity, energy from wood, methanisation), and in all France’s regions. It is also a partner of major environmental protection federations such as the WWF, France Nature Environnement, Réserves Naturelles de France, and Fédération des Conservatoires d’Espaces Naturels, providing some of them with funds from dedicated socially responsible savings products. It is also a member of the steering committee of the French Foundation for research into biodiversity. The Crédit Coopératif Group has adopted financing for ecoactivities as a major element in its corporate plan, Coopéraction 2015. 2.4.4 CRÉDIT COOPÉRATIF PARTNERSHIPS WITH ACTORS IN THE ENVIRONMENT SECTOR Crédit Coopératif maintains partnership relations with recognised actors in the environmental protection sector. Crédit Coopératif is a member of the Syndicat des Energies Renouvelables (SER – renewable energy board), with a seat on its “wind energy” finance commission. Crédit Coopératif is a member of Observ’ER, the renewable energy source observatory with a strong presence at a European level; Crédit Coopératif has a seat on its Board of Trustees. - It is a partner and jury member of the Concours Habitat Solaire Habitat d’Aujourd’hui, a competition in bioclimatic and solar-energy architecture organised by Observ’ER since 1989. Crédit Coopératif is also a partner of Enercoop, a société coopérative d’intérêt collectif (Scic), bringing together producers and consumers of green electricity. By guaranteeing the renewable origin and fair pricing of the electricity produced, this cooperative enhances consumer awareness in making energy choices within the framework of opening up the market and contributes to development of renewable energy sources. Crédit Coopératif has entered into undertakings with ADEME by joining the Club planète gagnante in order to mobilise citizens and enhance awareness among them concerning climate change. It has also set up special relations with the Regional ADEME Delegations as part of its business accompaniment schemes. Crédit Coopératif also supports the Prix Entreprises & Environnement competitions, organised by the French Ministry for the Ecology and Sustainable Development and Improvements, awarded to businesses of every size and in every activity sector that have undertaken creditable, environmentally-sound measures to control and reduce the environmental impacts of their activities and products or services. Crédit Coopératif is a member of Comité 21, the ORSE and the Orée association. Crédit Coopératif is a founder member of the Entreprendre pour le fluvial (Waterborne transport enterprises) association set up in 2007 to encourage development of waterborne transport, at the initiative of Voies Navigables de France, a public authority in charge of management of the French waterways network. 51 Crédit Coopératif is a founder member of Rencontres du Mont-Blanc, meetings that bring together the heads of socially responsible economy organisations from all over the world, to develop international projects and ensure maximum visibility for the socially responsible economy. Within the framework of the third Rencontres du Mont-Blanc, on the theme of energy concerns, Crédit Coopératif entered into the following commitments: •D etermining a joint, trustworthy method to draw up carbon footprint summaries and selecting a suitable compensation system for meetings linked to the democratic life of organisations in the socially responsible economy, • S etting up a working group with the Confédération Permanente des Coordinations Associatives (CPCA – Permanent Confederation of Associative Coordinations) to examine changes to be made to the associative heritage. 2.5 FONDATION CREDIT COOPERATIFIn 2008, Fondation Crédit Coopératif began a new five-year period running until 2012, with some fresh orientations. Crédit Coopératif makes an annual allocation of 1.5 million euros to the Foundation. In 2008, the Foundation intensified its work in the field of research into the socially responsible economy, with a view to building a bridge between the results of the work carried out by well-known research laboratories, on the one hand, and the practical experience of the players and leaders on the socially responsible economy on the other hand. Moving beyond its support for the work done by the ADDES, it has set up major new partnerships, in particular with the Economics Centre as the Sorbonne (on the theme of financing for associations), the PACA Cooperative College and Fonda. Promotion of the socially responsible economy translated into the Prix Charles Gide (with a €5,000 grant), open to students in journalism schools, and the Prix Jacques Moreau (also with a €5,000 grant), which is open to journalists in the 52 written press. The Foundation has also set up links with the Association des Sciences Po, to enhance awareness of the careers possible within organisations in the socially responsible economy. The Foundation’s new partnerships cover sustainable development (Champ des Cimes), prevention of exclusion (Fédération des PACT-ARIM), and new forms of socially responsible entrepreneurship (AVISE, Plate-Forme du Commerce Equitable). Protection of our heritage (partnerships with the Fondation du Patrimoine and the Fédération des Ecomusées et musées de société) and culture (Festival d’Avignon and Festival lyrique d’Aix-en-Provence) are other lines of intervention for the Foundation. Ensuring full citizenship for the disabled through culture and sport constitutes another theme in which the Foundation takes action. In 2008, for the sixth consecutive year since it was set up, it provided support for the “Festival ORPHEE - Théâtre et Handicap”, of which it is the main sponsor. In 2005, the Foundation also created the Trophée Jean-Louis Calvino, which rewards each year a sports federation or an affiliated club that has set itself apart by taking remarkable steps in favour of integration of disabled people in its activities. The trophy, which is worth €7,500, was awarded to the Fédération Française d’Escrime in 2008. Because the socially responsible economy remains an impressive laboratory for ideas and field experience, the Foundation organised, for the 26th year running, the “Prix et Trophée de l’Initiative en économie sociale” competition to reward exemplary actions with high added social, economic or cultural value, implemented in the regions by socially responsible economy organisations (almost 500 application files were sent in, and there were 40 regional winners and 6 national winners, with over €130,000 in prizes awarded). These examples of actions show how the Foundation implemented its orientations in 2008. During that year, the number of partnerships set up by the Foundation more than doubled as compared with 2007. Annual Report 2008 3. Group Architecture 3.1 LEGAL STATUSCrédit Coopératif is a société coopérative anonyme de banque populaire à capital variable [variable-capital people’s-bank cooperative public limited company], governed by the following legal provisions, concerning: 1.People’s banks (Monetary and financial code: article L. 511-31, articles L. 512-1 to L. 512-8); 2.Cooperatives (French law n° 47-1775 dated 10 September 1947: articles 1 to 20); 3.Credit institutions (Monetary and financial code: articles L. 511-1 to L. 511-43); 4.Investment service providers (Monetary and financial code: articles L. 531-1 to L. 533-13); 5.Commercial companies, including provisions concerning variable capital: (French Code of commerce: articles L. 210-1 to L. 248-1); 6. Companies (French Civil code: articles 1832 to 1844-17). As well as the legal provisions and the regulatory texts drawn up for their application, Crédit Coopératif is also governed by the following contractual provisions: 1.The decisions of a general nature, and more particularly the decision relating to the system of guarantees for the banques populaires network, issued by the Board of Directors of the Banque Fédérale des Banques Populaires under the powers delegated to it by Articles L. 511-30, L. 511-31, L. 512-11 and L. 512-12 of the Monetary and Financial Code, and within the framework of the agreement signed by Crédit Coopératif and the Banque Fédérale des Banques Populaires;. 2.Crédit Coopératif’s articles of association as amended on 15 November 2006 to adapt them to the Breton Law of 26 July 2005 on business confidence and modernisation of the economy. 3.The resolutions adopted during the General Meetings of Crédit Coopératif; 4.The resolutions adopted by the Board of Directors of Crédit Coopératif. 3.2 SUBSIDIARIES AT 31 DECEMBER 2008In thousands of euros BTP Banque Ecofi Investissements BTP Capital Conseil BTP Capital Investissement TISE Inter-Coop Intercop Location Bati Lease (Consolidated financial statements) Balance sheet total Net banking income Net earnings 959,197 25,720 60 24,614 1,651 360,852 10,073 427,389 49,734 24,794 44 2,131 3,273 4,461 56 12,757 10,896 4,141 4 1,157 42 964 192 4,481 BTP BANQUE The Banque du Bâtiment et des Travaux Publics is the banking partner of thousands of business in these sectors for which it knows the special needs perfectly well since, created in 1919 at the initiative of building and civil engineering trade unions, it works closely with professional organisations, as can be seen in the composition of its bodies. A professional and specialised bank, it concentrates its activity on businesses and institutions in the sector, with a network of 35 sales outlets and 185 employees. Its capital is held by Crédit Coopératif, and it joined the Group in 1996; it is also linked to it via an association agreement. 53 SUPERVISORY BOARD Jean-Claude DETILLEUX, Chairman Didier RIDORET, Vice-Chairman and Co-Chairman Fédération Française du Bâtiment represented by Jean-Yves ROBIN Fédération Nationale des Travaux Publics represented by Patrick BERNASCONI Fédération Nationale des SCOP du BTP represented by Jacques PETEY Société Mutuelle d’Assurance du Bâtiment et des Travaux Publics represented by Christian BAFFY Caisse des Congés Payés du Bâtiment - Région Paris Ile de France represented by Michel SENECHAL Fédération Française du Bâtiment - Région Paris Ile de France represented by Jean-Claude ALBARRAN Congés Intempéries BTP Union des Caisses de France represented by Jean Jacques RAUB Georges RIGAUD, in his position as Chairman of the FFB Regional Council Crédit Coopératif represented by Philippe JEWTOUKOFF ECOFI Investissements represented by Christophe COUTURIER BTP Capital Investissement represented by Gérard MATHERON BTP Capital Conseil represented by Jean Marc WOLFF Inter-Coop represented by Sandrine WEINBERG BATI LEASE represented by Richard KURFÜRST Philippe GHAZARIAN, representative elected by the staff Daniel SAWKA, representative elected by the staff Alain SIONNEAU, external corporate supervisor WORKS COUNCIL REPRESENTATIVE Gérard PERRET MEMBERS OF THE EXECUTIVE BOARD Claude LAVISSE, Chairman André CADROT, General Manager Pierre VALENTIN, General Manager 54 and socially responsible analysis – Ecofi Investissements provides management based on conviction and backed up by the pooled experience of its 18 managers, with a range of monetary, bond and share UCITS, managed using fundamental, quantitative, ethical and socially responsible principles. BOARD OF DIRECTORS Jean-Claude RAUB, Chairman André BEQUART Pierre DOMIN Alain de VAUCRESSON BTP Banque represented by Claude LAVISSE BTP Capital Conseil represented by Pierre VALENTIN Congés Intempéries BTP Union des Caisses de France represented by Alain BERNARD, external corporate supervisor Crédit Coopératif represented by Jean-Claude DETILLEUX Fédération Française du Bâtiment - Région Paris Ile de France represented by Nicole CUVILLIER Fédération Française du Bâtiment represented by Didier RIDORET, External corporate supervisor Fonds de Garantie des Assurances Obligatoires de Dommages (FGAO) represented by Alain BOURDELAT IDES Investissements represented by François SOULAGE Inter-Coop represented by Bernard LABROUSSE Prima SA represented by Jean CASTAGNE INTERCOP LOCATION (formerly SICOMI-COOP) represented by Philippe JEWTOUKOFF Société Mutuelle d’Assurances BTP represented by Pierre-Louis CARRON Syndicat Entrepreneurs de Construction Paris Ile de France represented by Alain TIELES Union Centrale du Crédit Coopératif represented by Bruno MAILLARD MANAGING DIRECTOR Christophe COUTURIER DELEGATE MANAGING DIRECTOR François LETT STATUTORY AUDITORS Incumbent SOFIDEEC « Baker Tilly » KPMG Audit Alternate Pascal BROUARD Christian LAIRY WORKS COUNCIL REPRESENTATIVE Alain Pierre ECOFI INVESTISSEMENTS BTP CAPITAL CONSEIL Ecofi Investissements is the asset management company of the Crédit Coopératif Group. Active in the field for over 30 years, Ecofi Investissements is a société anonyme (joint stock company) with capital of 4.4 million euros. It employs 64 people and manages 8.17 billion euros (at 31 December 2008). Its products and services are commercialised among a clientele of institutional investors and private clients via its distributor partners and the Crédit Coopératif and BTP Banque networks. Along four avenues of research – economic analysis and asset allocation, financial analysis, quantitative analysis, and ethical BTP Capital Conseil is specialised in consulting services concerning transfer of firms in the building industry and civil engineering On the strength of its experience and knowledge of the SME sector in the building and civil engineering activities, it plays a major part on the market of transfer of firms in the sector. To do so, it relies mainly on the network of BTP Banque branches and on the professional organisations in the building and civil engineering sector. STATUTORY AUDITORS MAZARS & GUERARD Annual Report 2008 BOARD OF DIRECTORS Claude LAVISSE, Chairman Crédit Coopératif represented by Alain-Camille JAN BTP Banque represented by Eva DEKANY BTP Capital Conseil represented by Gérard MATHERON ESFIN Participations represented by Dominique de MARGERIE CHAIRMAN OF THE SUPERVISORY BOARD Karol SACHS MANAGING DIRECTOR Jean- Marc WOLFF Inter-Coop is a property finance leasing company and a Crédit Coopératif subsidiary, dedicated to professional property, which now devotes its activity to managing its asset base and to expanding its prior operations. Crédit Coopératif now carries out its property leasing transactions via BATI-LEASE. It is a Société par actions simplifiée (simplified joint stock company), and its capital of 4,856,280 euros is held by Crédit Coopératif to which it is also linked via an association agreement. STATUTORY AUDITORS SOFIDEEC « Baker Tilly », incumbent Christian LAIRY, Alternate BTP CAPITAL INVESTISSEMENT BTP Capital Investissement, an 80% subsidiary of Crédit Coopératif, is a venture capital company that invests in equity capital in SMEs in building and civil engineering and related sectors at the time of creation transactions, internal or external growth or business transmission. This specialisation, the presence in its capital and on its Board of Directors of representatives in the profession, and the skills of its teams make it a recognised actor in its market. At 31 December 2008, its portfolio was comprised of 32 holding lines (in shares or convertible bonds) invested in 30 companies or groups of companies, and two venture capital mutual investment funds. BOARD OF DIRECTORS Dominique de MARGERIE, Chairman Crédit Coopératif represented by Alain-Camille JAN BTP Banque rrepresented by Claude LAVISSE Crédit Foncier de France represented by Didier DORGERET Oseo Financement represented by Hervé PICHEVIN Fédération Française du Bâtiment represented by Bernard COLOOS Inter-Coop represented by Philippe JEWTOUKOFF UCCC represented by Jean Marc WOLFF Placoplâtre represented by Jean-Marie VAISSAIRE, External corporate supervisor SMA-BTP represented by Pierre-Louis CARRON, External corporate supervisor MANAGING DIRECTOR Gérard MATHERON STATUTORY AUDITORS PICARLE & ASSOCIÉS, incumbent Béatrice COQUEREAU, Alternate TISE TISE is the former venture capital subsidiary of the BISE, a Polish bank in which Crédit Coopératif has a holding that it sold to the DnB Nord Group in 2007. Crédit Coopératif bought out the subsidiary in 2008. Tise’s vocation is to intervene in guarantee or loan dossiers linked to financing of the sanitary activities that are being developed in Poland, and more generally to accompany Crédit Coopératif’s activities and projects in Poland and elsewhere in Eastern Europe. CHAIRMAN OF THE EXECUTIVE BOARD Michal RADZIWILL INTER-COOP BOARD OF DIRECTORS Philippe JEWTOUKOFF, Chairman MANAGING DIRECTOR Jean-Michel SANTERNE INTERCOP LOCATION Sicomi-coop, which has carried out extinctive management since the end of the Sicomi system in 1996, transferred all its property finance leasing contracts to INTER-COOP on 31 October 2008, and hence lost its certification as a financial company It is now limited to a residual activity of property rental under the INTERCOP-LOCATION name. BOARD OF DIRECTORS Philippe JEWTOUKOFF, Chairman MANAGING DIRECTOR Jean-Michel SANTERNE Bati Lease BATI-LEASE (formerly BATINOREST), a subsidiary in which Crédit Coopératif has owned a 95% holding since early in 2006, is the number one property finance leasing operator in the Nord - Pas de Calais region, with an offer built around investment finance for regional companies in the form of property finance leasing, property loans and long-term leasing. Located in Euralille, it is a public limited company, linked to Crédit Coopératif by an association agreement since 2003, and a subsidiary in which Crédit Coopératif has had a 95% holding since early in 2006. In 2008, under the new BATI-LEASE name, it has become the property finance leasing operator for the CRÉDIT COOPÉRATIF Group throughout France. BATI-LEASE is an establishment associated with CRÉDIT COOPÉRATIF. BOARD OF DIRECTORS Philippe JEWTOUKOFF, Chairman Richard KURFÜRST Richard CHABIERSKI Crédit Coopératif represented by Alain MILLARET 55 Inter-Coop represented by Jean-Michel SANTERNE BTP Banque represented by Claude LAVISSE Finorpa represented by Jean-Marie DUVIVIER Région Nord-Pas de Calais represented by Rudy ELEGEEST René DUFOUR Régis NAYE BATINOREST BAIL represented by Christophe LECORNE MANAGING DIRECTOR Richard KURFÜRST 3.3 ASSOCIATED NON-SUBSIDIARY INSTITUTIONSThe institutions associated with Crédit Coopératif are autonomous companies that are legally linked to Credit Coopératif by an association agreement. The agreement stipulates that Crédit Coopératif is the guarantor of the liquidity and solvency of these institutions and assists them In thousands of euros Balance sheet total capital Bank Banque Edel (consolidated financial statements) 674,403 from an administrative and technical standpoint, in particular to enable them to comply with their regulatory and prudential obligations. Crédit Coopératif is not systematically present in the capital of its associated institutions, but it draws up consolidated financial statements that include them. Commitments by the company Net banking income Net income 192,858 29,621 4,229 Financial lending companies Caisse Solidaire 9,372 Société financière de la NEF (NEF financial society) 183,559 Gedex Distribution 14,774 Socorec 111,067 90 9,570 3,990 214,952 396 4,442 485 3,970 186 241 256 602 Companies providing guarantees CMGM Nord Financement Sofigard Sofindi Sofirif Sofiscop Sofiscop Sud Est Somudimec Somupaca 20,161 26,946 4,858 9,199 32,514 6,682 3,859 123,673 15,412 364 695 100 235 514 196 118 1,495 331 23 188 15 0 19 38 4 -206 2 3,982 6,931 3,288 2,442 4,693 2,702 1,935 23,914 4,996 BANQUE EDEL CAISSE SOLIDAIRE Banque Edel is a general partnership managed as a partnership between the E. Leclerc Movement and Crédit Coopératif. It is mainly geared towards members of the E. Leclerc Movement, its suppliers and consumers. It has a range of products and services that are especially for companies in the distribution sector. processing bank card payments, installing ACDs, operating credits, investment products, etc. It is also interested in individuals for whom it has primarily developed a specific offer of personal loans. Edel employs 118 people. This is an institution associated with Crédit Coopératif, which holds 33.94% of its capital. This cooperative status establishment created in 1997, with special participation from the Nord–Pas-de-Calais region, the Caisse des Dépôts and Crédit Coopératif, collects local social savings of over two years, which is not or hardly remunerated, is for financing projects of high social use (creation of companies – most often by job seekers –, support for associations). Crédit Coopératif increased its capital holding in Caisse Solidaire in 2007, becoming the reference shareholder with 35.24% of voting rights. Caisse Solidaire employs 4 people, the State has approved it as a “caring company” and its products bear the Finansol label. This is an establishment associated with Crédit Coopératif. CO-MANAGERS Galec represented by Philippe MARQUET Crédit Coopératif represented by Pierre VALENTIN CHAIRMAN AND CHIEF EXECUTIVE Patrice DUTHOIT DELEGATE GENERAL MANAGER Nicolas CHAIGNEAU 56 Annual Report 2008 SOCIÉTÉ FINANCIÈRE DE LA NEF SOCOREC Société financière de la Nef, set up in 1987 by the Nef (Nouvelle Économie Fraternelle – New Fraternal Economy) association, is a credit establishment associated with Crédit Coopératif, which ensures its liquidity and solvency. It aims at bringing together lenders and savers who want to share their links of solidarity and responsibility pertaining to money. It finances sustainable development projects, with high environmental and social utility. An autonomous credit organisation employing 43 people, it received the “caring company” approval from the French State in 2003. Like Crédit Coopératif, Société financière de la Nef is a founding member of Finansol and Febea (Fédération Européenne des Finances et Banques Éthiques et Alternatives). It offers a range of savings products that it manages directly (capital subscription, term deposit accounts and an original product: the NEF savings plan). It also has a specific partnership with Crédit Coopératif, which manages a checking account and a socially responsible savings account on its behalf, distributed in its branches. In 2008, it continued to develop strongly, confirming its place as a reference socially responsible financial establishment in France. It is one of the main users of the mutual garantie Solidaire guarantee funds, created within Febea and managed on its behalf by Crédit Coopératif. Created in 1963 by groups of merchants grouped together into an organisation which today has become the Fédération des enseignes du Commerce Associé (FCA), Socorec is a financial company with cooperative status which facilitates access to financing for its affiliate merchants, intervening in the areas of engineering, credit and financial guarantee as well. It has acquired, in 45 years of existence, experience and knowledge of its clientele which makes it a privileged partner for groups and their members. Socorec is an establishment associated with Crédit Coopératif. It employs 20 people. CHAIRMAN OF THE SUPERVISORY BOARD Philippe LECONTE CHAIRMAN OF THE EXECUTIVE BOARD Jacky BLANC GEDEX DISTRIBUTION Gedex Distribution is a public limited company, created in 1975, which grants loans to members of its parent company, Gedex, a cooperative of retail merchants in construction materials and supplies for do-it-yourself work. As such, the latter is a member of the Fédération des enseignes du commerce associés (FCA) and is a group associated with Socorec. Gedex Distribution is an institution associated with Crédit Coopératif. CHAIRMAN AND CHIEF EXECUTIVE Philippe JARRIER DELEGATE GENERAL MANAGER Yves MARTIN-DELAHAYE CHAIRMAN OF THE BOARD OF DIRECTORS Yves MARTIN-DELAHAYE MANAGING DIRECTOR Hervé AFFRET CMGM Caisse Mutuelle de Garantie de la Mécanique (CMGM) is the financial tool of the Fédération des Industries Mécaniques and its 39 affiliated professional unions, in association with the Groupement des Industries françaises aéronautiques et spatiales (GIFAS), Fédérations des Industries Electriques et Electroniques, de la Fonderie et de la Fédération de la Plasturgie. It advises and guarantees SMEs and SMIs that are members of these federations and participates in financing transactions in French and export markets (guarantees, advances for markets, export pre-financing and investment financing). Production against guarantee in 2008 stood at 20 million euros. CMGM has a mission to develop partnerships with other federations in the industry and professional associations. A mutual guarantee union, it is an establishment associated with Crédit Coopératif. It employs 3 people. CHAIRWOMAN OF THE BOARD OF DIRECTORS Martine CLÉMENT MANAGING DIRECTOR Patrick GERION NORD FINANCEMENT This financial cooperative guarantees financing for SME/SMI in industry and services in the Nord–Pas-de-Calais region. It was founded in 1982 as a partnership between Crédit Coopératif and Maison des Professions which has since become Entreprises et Cités, the main group of professional organisations located in Marcq-en-Baroeul. Nord Financement employs 4 people. Production against guarantee in 2008 stood at over 21 million euros. It is an establishment associated with Crédit Coopératif. CHAIRMAN OF THE SUPERVISORY BOARD Gilbert HENNIQUE CHAIRMAN OF THE EXECUTIVE BOARD Jean Louis AITZEGAGH 57 SOFIGARD Sofigard is a financial cooperative for SMEs and SMIs. Created in 1993 by the Medef du Gard, with the support of the Perrier Group. It advises the SMEs and SMIs in that department in elaborating their financial dossiers and provides them with its guarantee. Production against guarantee in 2008 stood at 5 million euros. It is an establishment associated with Crédit Coopératif. CHAIRMAN OF THE SUPERVISORY BOARD Jean-Marc ROUMEAS CHAIRMAN OF THE EXECUTIVE BOARD Bruno MAZOYER SOFINDI Sofindi was created in 1987, at the initiative of the Medef de Charente in partnership with Crédit Coopératif. It advises the SME and SMI in the Poitou-Charentes region in searching for financing and provides them with its guarantee. It has developed expertise in the image sector. Production against guarantee in 2008 stood at over 11 million euros. This financial cooperative, which employs 2 people, is an establishment associated with Crédit Coopératif. CHAIRMAN OF THE SUPERVISORY BOARD Jean-Luc MAURY-LARIBIERE CHAIRMAN OF THE EXECUTIVE BOARD Jean-François VIEIRA SOFIRIF Sofirif is a cooperative public limited company created in 1984 by the Groupement régional interentreprises of Val-d’Oise and the GIE-SACV of Cergy-Pontoise, a major cooperative group of service companies. It guarantees financing for SME/SMI and has competence for the entire Île-de-France region. Sofirif employs 3 people. Production against guarantee in 2008 stood at 25 million euros. It is an establishment associated with Crédit Coopératif. CHAIRMAN OF THE SUPERVISORY BOARD Jean-Claude MONTI CHAIRMAN OF THE EXECUTIVE BOARD Michel MELE SOFISCOP des Scop de l’Ouest. Its geographical competence now extends over the entire territory except for the South-East. Financial tool for the Scop movement, it facilitates for production cooperative companies access to financing, by providing its guarantee for loans obtained and by advising them in elaborating their financial dossiers. Sofiscop is an establishment associated with Crédit Coopératif. 58 CHAIRMAN OF THE SUPERVISORY BOARD Georges LAFARGUETTE CHAIRMAN OF THE EXECUTIVE BOARD Jean Pierre DUCOL SOFISCOP-SUD-EST The fruit in 1992 of the extension of the SCR PACA to all of the Scop in the Provence-Alpes-Côte d’Azur and Rhône-Alpes regions, Sofiscop-Sud-Est is authorised to guarantee these companies in these two regions for their investment credits. This is an establishment associated with Crédit Coopératif. CHAIRMAN OF THE SUPERVISORY BOARD Jean Pierre MODICA CHAIRMAN OF THE EXECUTIVE BOARD Maurice STELLATI SOMUDIMEC Udimec, Union départementale des industries métallurgiques, électriques et connexes of Isère, created in 1977, 30 years ago, this cooperative public limited company in the interest of its SMI members. Somudimec then widened its guarantee activity to cover SMI s in the Rhône-Alpes and Burgundy regions, followed by Auvergne in 2006 and Franche Comté in 2007. It has opened a branch in L’Isle-d’Abeau, an industrial park in the north of the Isère department showing strong levels of growth. It benefits from support from the Rhône-Alpes Region. Production against guarantee in 2008 stood at 95 million euros. Somudimec employs 13 people. It is an establishment associated with Crédit Coopératif. CHAIRMAN OF THE SUPERVISORY BOARD Thierry EXPERTON CHAIRMAN OF THE EXECUTIVE BOARD Gilles RAMILLON SOMUPACA An initiative of the Medef of the Var and Vaucluse, then joined by Udimétal Bouches-du-Rhône then by all of the UIMM in the region, Somupaca is a cooperative public limited company created in 1985 which guarantees financing for SME and SMI in the PACA region. It benefits from support from the Region and departmental guarantee funds. It employs 3 people. Production against guarantee in 2008 stood at almost 11 million euros. It is an establishment associated with Crédit Coopératif. CHAIRMAN OF THE SUPERVISORY BOARD Jean-Louis PICOCHE CHAIRMAN OF THE EXECUTIVE BOARD Louis COINTE Annual Report 2008 3.4 EQUITY PARTICIPATIONS ON A PARTNERSHIP BASIS BANQUE FEDERALE DES BANQUES POPULAIRES The Banque Fédérale des Banques Populaires is the central body of the Banques Populaires network and Natixis. It is a fully-fledged bank, and its capital is held by all the Banques Populaires, including Crédit Coopératif. It combines the functions of the central body of the Banques Populaires network under the terms of the monetary and financial code with that of the central body of Natixis, jointly with Caisse Nationale des Caisses d’Epargne. Banque Fédérale des Banques Populaires guarantees the liquidity and solvency of the Banques Populaires network This guarantee is based on all the equity capital held by the establishments in the network through a mechanism of internal solidarity. This system enables Banque Fédérale des Banques Populaires to implement the solidarity of all the Banques Populaires by calling for the necessary financial backing from them, within the limits of their equity capital. Its own equity capital vouches as a last resort for the liquidity and solvency of the Banques Populaires. In 2008, Crédit Coopératif increased its holding in the equity capital of Banque Fédérale des Banques Populaires by 32.02 million euros: It now has a holding of 161.6 million euros, i.e. 2.01% of the equity capital of Banque Fédérale des Banques Populaires. BANQUE POPULAIRE DEVELOPPEMENT A development capital company of the Groupe Banque Populaire, Banque Populaire de Développement participates in capital investment in non-listed companies across the entire nation. Crédit Coopératif became a shareholder of it in 2004 subsequent to the contribution of the balance of its holdings in Sopromec Participations. In 2008, it participated in a capital increase for 10.8 million euros, allowing it to hold 4.32% of the capital, i.e. a total holding of 25.7 million euros. COOPEST Set up in Brussels at the end of 2005, the COOPEST company officially started its financial activities in December 2006. COOPEST is a financial tool dedicated to financing the socially responsible economy in the eastern European countries. Its objective is to provide long-term financial support benefiting projects that are economically profitable and socially responsible, aiming to generate a leverage effect on other sources of financing. COOPEST provides long-term loans, subjected and/or convertible to the banking and non-banking financial institutions involved in financing the social economy or making active contributions to strengthening the rural and peri-urban social and economic tissue of small firms. In 2008, Crédit Coopératif increased its holding in COOPEST by 1 million euros, taking its holding to 33.9% of the capital. CROISSANCE NORD-PAS DE CALAIS Croissance Nord-Pas-de-Calais participates in capital investment in non-listed SME in the Nord-Pas-de-Calais region. It comprises the investment centre for equity of the IRD Nord-Pas-de-Calais of which it is a 49% subsidiary. Crédit Coopératif is a shareholder with 2.96% along with regional banking institutions. At the end of 2008, it participated in a capital increase for 800,000 euros, taking its holding to 1.5 million euros. ESFIN-IDES GROUP The Esfin-Ides Group provides equity capital for entities in the socially responsible economy, especially cooperatives (Ides) and small and medium-sized firms in all sectors of activity. Crédit Coopératif, is the major shareholder of ESFIN with 37.5% of the capital, alongside its social economy partners (Mutual insurance companies, Confédération Générale des Scop, and FNMF). Esfin holds, with especially the public authorities and the Caisse des Dépôts, 33.5% of the Institut de Développement de l’Economie Sociale (Ides) which participates in the equity shareholding of companies in the cooperative sector. Over the last few years, Ides, of which Crédit Coopératif holds 5.20% of the capital, has substantially increased its ability to intervene and has opened up to new sectors such as artisan cooperatives, organic distribution and Sociétés Coopératives d’Intérêt Collectif (Scic). Crédit Coopératif also holds 16.09% of the capital of Esfin-Participations which invests in shareholder’s equity in SME, in particular with those that have committed to an ethical approach and sustainable development. The portfolios of Ides and Esfin Participations are managed by a management company, Esfin Gestion, which also manages Fontanot Participations, a venture capital mutual investment fund which for the most part is subscribed by Esfin shareholders. Esfin Gestion also helps to draw up the dossiers for SOFINEI, a financing company for integration firms. IRD NORD-PAS DE CALAIS The Institut Régional de Développement, formerly the Société de Développement Régional du Nord–Pas-de-Calais, is the top independent regional investor, with 91.1 million euros of consolidated equity. It is listed on the Paris Stock Exchange and 17% of its capital is held by Crédit Coopératif. Driven by a fertile Crédit Coopératif partnership with consular and professional organisations, IRD is an essential development tool for businesses and jobs in the Nord Pas-de-Calais region. Its has 4 centres of activity: capital investment, intermediation, real estate and advising which make it possible to respond and accompany businesses in the Nord-Pas-de-Calais for all of their needs. 59 RHONE DAUPHINE DEVELOPPEMENT CHèQUE DOMICILE An investment capital company set up in 1974, Rhône Dauphiné Développement intervenes mainly in the RhôneAlpes region. Since the beginning, Crédit Coopératif has been the major shareholder along with Caisse des Dépôts et Consignations, regional banking institutions and professional organisations. At 31 December 2008, Crédit Coopératif held a 19,13% stake in the capital of Rhône Dauphiné Développement. Created more than 10 years ago out of the mobilisation of major actors in social life, CHEQUE DOMICILE is the number one issuer of the Chèque Emploi Service Universel (CESU). The Chèque Domicile CESU allows its beneficiaries to access all the services which on a daily basis make life easier. This product plays a major role especially in terms of assistance at home for the elderly after a hospital stay. This is a genuine interface for accessing home assistance services with no constraints for the user. At 31 December 2008, Crédit Coopératif held a 7.4% stake in the capital of Chèque Domicile. SOCODEN The SOCODEN (société coopérative de développement et d’entraide) financial company was set up in 1965 by the SCOP (Sociétés coopératives de production) movement to finance creation, growth and aid for SCOPs in difficulty, by providing support that is different from that of the traditional financial circuits (banks, public authorities, etc.). SOCODEN is financed solely by and for SCOPs and it is run by representatives of SCOPs. Over the last ten years, SOCODEN has been present in one SCOP in two, during its creation or in the course of its business life. At 31 December 2008, Crédit Coopératif held a 1.9% stake in the capital of SOCODEN. SOFINEI Société de Financement des Entreprises d’Insertion (SOFINEI), a cooperative public limited company with variable capital, was launched on 21 December 2005 by the Comité National des Entreprises d’Insertion (CNEI), the Institut pour le Développement de l’Économie Sociale (IDES) and Crédit Coopératif. By taking financial holdings in the insertion companies, SOFINEI ails to create, develop and consolidate projects of the CNEI members. It moreover has obtained approval as a caring company in the sense of the Fabius law on employee savings funds. At 31 December 2008, Crédit Coopératif held a 2.96% stake in the capital of SOFINEI. TRANSMEA TRANSMEA is an innovative venture capital company, set up at the initiative of the Union régionale des SCOP de RhôneAlpes and dedicated throughout its territory to employee takeovers of businesses. It provides support and financing adapted to suit staff wishing to take over their business. Its ambition, over and above financial returns, is to support staff and involve them in a long-term takeover of their firm. TRANSMEA provides support for takeovers of firms in good shape or in difficulty, during the transfer phase, in all sectors of activities and whatever their size. At 31 December 2008, Crédit Coopératif held a 6.67% stake in the capital of TRANSMEA. 60 FINANTOIT FINANTOIT is the number one private investment tool for financing very simple social housing. A Société Coopérative d’Intérêt Collectif, FINANTOITs calling is to participate in financing production of housing by mobilising resources from savings. Crédit Coopératif is a founder partner of FINANTOIT, and as such it has a 22% stake in its initial capital. At 31 December 2008, Crédit Coopératif held a 19% stake in the capital of FINANTOIT. AMOS ET CIE The purpose of Amos et Cie is advising and engineering for actuaries, financial studies and analyses, marketing, organisation and strategy, for mutual companies falling under the Mutuality Code, and especially those that perform insurance and capitalisation transactions. Amos et Cie facilitates their adaptation to an environment that is undergoing substantial change. Crédit Coopératif is present in the capital of this structure, with Mutual companies that fall under the Mutualité Française. At 31 December 2008, Crédit Coopératif held a 63% stake in the capital of Amos et Cie. CGI BÂTIMENT The CAISSE DE GARANTIE IMMOBILIERE DU BATIMENT «CGI Bâtiment» is an insurance guarantee company that follows up on the Caisse de Garantie Immobilière de la Fédération Française du Bâtiment, set up in 1964. CGI BATIMENT accompanies growth among Property developers, building firms and house builders. BTP Banque is present in the capital of CGI Bâtiment with a holding of 4.65 million euros, making up 33.4% of the structure’s capital. SIFA Société d’Investissement France Active (SIFA) is a social investment company whose purpose is to strengthen the equity of companies that create jobs especially for people in situations of economic and social uncertainty: insertion structures via economic activity that develops a merchant activity, companies for adapted work, companies in difficulty taken over by their employees, or other social companies. As for shareholders it has, with the France Active association, financial institutions, including Crédit Coopératif, major companies and social company mutual investment funds. At 31 December 2008, Crédit Coopératif held a 1.9% stake in the capital of SIFA. Annual Report 2008 SIDI COGITAM Set up more than 20 years ago, SIDI (Solidarité Internationale pour le Développement et l’Investissement) is an international solidarity institution that helps to provide financial and technical consolidation for local financing structures in Africa, Asia, Latin America and Eastern Europe. It provides support for local actors able to operate autonomously and provide financial products and services on a long-term basis for disadvantaged populations who are unable to access the classic banking sector. At 31 December 2008, Crédit Coopératif held a 1% stake in the capital of SIDI. On 1 July 2007, COGITAM appeared on the French alternative management scene. The entity stems from outsourcing of the quantitative and systematic management activities of Ecofi Investissements, which holds 27% of the capital. At 31/12/2008, the assets managed by COGITAM totalled 503.1 million euros. SEFEA The Société Européenne de Finance Éthique et Alternative (Sefea scarl) is a cooperative society set up in Italyat the end of 2002 by ten of the members of FEBEA - Fédération Européenne des Finances et Banques Éthiques et Alternatives. It intervenes to strengthen equity capital and provide guarantees, and medium- or long-term loans to support its members’ activities. At 31 December 2008, Crédit Coopératif held a 56.9% stake in the capital of SEFEA. FRANCE ACTIVE GARANTIE France Active Garantie is a financial company in which Crédit Coopératif is the second bank shareholder after Caisse des Dépôts. It enables jobless people or those in difficult economic situations who want to create their own company, insertion structures through economic activity and social companies access to bank credit by providing its guarantee. Any project holder benefits from the advice and assistance provided by financial and legal specialists. At 31 December 2008, Crédit Coopératif held a 20% stake in the capital of France Active Garantie. EURECOS Eurecos Immobiliaria de la Economía Social SL, is a company under Spanish law that was set up in Barcelona on 26 May 2008, with the objective of becoming the «property company for the socially responsible economy» in Catalonia, and then throughout Spain. The company provides the Catalonian cooperatives with a further solution for their industrial and commercial property development projects. At 31 December 2008, Crédit Coopératif held 4% of the capital of registered capital of Eurecos Immobiliaria, which stood at €7.5 M. KREDITIMI RURAL i KOSOVOES KRK LLC is a network of microfinance organisations made up of rural savings and loan associations to finance farming activities in Kosovo. Launched in 2000, KRK is now made up of 37 loan associations and 6 branches, which are active in 8 rural municipalities in Kosovo. At the end of December 2008, the loan portfolio, 75% of which is made up of loans for farming activities, had reached €12 M and had more than 5,700 clients. At 31 December 2008, Crédit Coopératif held a 10% stake in the capital of Kreditimi Rual i Kosovoes. ENERCOOP Set up in 2005 by actors in renewable energy sources and citizen and socially responsible economy associations, ENERCOOP is a Société Coopérative d’Intérêt Collectif supplying electricity of renewable origin, bringing producers and consumers together, and guaranteeing traceability of the electricity. Its objectives are to provide consumers with an opportunity to take full responsibility for their energy choices, and also to provide producers of electricity from renewable sources with new outlets. At 31 December 2008, Crédit Coopératif held a 2.72% stake in the capital of Enercoop. CAP WEST CAP WEST is a UCITS management company holding AMF approval, and specialised in management of international shares, mainly in American concerns. Ecofi Investissements has a 20% stake in it. Management is concentrated on a small number of assets with a long-term competitive advantage. At 31/12/2008, the assets managed by CAP WEST totalled 50 million euros. 61 4. Board of Directors and General Management 4.1 REMITS AND FUNCTIONS AT 31 DECEMBER 20084.1.1 REMITS EXERCISED IN CRÉDIT COOPÉRATIF Name Start of remit End of remit Jean-Claude DETILLEUX Term of office as director Term of office as Chairman of the Board of Directors 2008 22/05/2008 2014 28/05/2009 Jean-Louis BANCEL Term of office as director Term of office as Delegate Vice-Chairman 2003 06/02/2008 2009 Février 2011 CMGM - Caisse Mutuelle de Garantie des Industries Mécaniques et Transformatrices des Métaux, (Mechanical and metal-processing industries’ mutual-guarantee fund) represented by Martine CLÉMENT Term of office as director Term of office as Vice-Chairwoman 2007 15/05/2007 2013 Mai 2010 FNMF Fédération Nationale de la Mutualité Française, (French national mutual societies’ federation) represented by Daniel LENOIR Term of office as director Term of office as Vice-Chairman 2007 15/05/2007 2013 Mai 2010 UNAPEI Union Nationale des Associations de Parents, de Personnes Handicapées Mentales et de leurs Amis (UNAPEI – national union of associations of mentallyhandicapped persons, their parents and friends) represented by Jean GABAIN Term of office as director Term of office as Vice-Chairman 2008 22/05/2008 2014 Mai 2011 Association ANCF/CEC represented by Gilbert HENNIQUE 2007 2013 CG SCOP Confédération Générale des Sociétés Coopératives (Employee-shareholding cooperatives’ confederation) represented by Patrick LENANCKER 2007 2013 2008 2014 2007 2013 DirectorS CNCC - Conseil National du Crédit Coopératif (Crédit Coopératif national council) represented by Philippe ANTOINE FCA - Fédération des Enseignes du Commerce Associé (Retail traders’ association) represented by Guy LECLERC 62 Annual Report 2008 Name Start of remit End of remit FFB – Fédération Française du Bâtiment (French building trades association) represented by Gabrielle DELONCLE 2004 2010 FNCC Fédération Nationale des Coopératives de Consommateurs (National federation of consumers’ cooperatives) represented by Nadia DEHORS 2007 2013 FNMI Fédération Nationale de la Mutualité Interprofessionnelle (National federation of interprofessional mutual societies) represented by Maurice RONAT 2003 2009 FNSC D’HLM 2003 Fédération Nationale des Sociétés Coopératives d’HLM (National federation of cooperative social housing societies) represented by Daniel CHABOD 2009 GMF - Garantie Mutuelle des Fonctionnaires (Public employees’ mutual guarantee institution) represented by Jean FLEURY 2004 2010 LIGUE DE L’ENSEIGNEMENT (Educational league) represented by Jean-Marc ROIRANT 2003 2009 UNAT - Union Nationale des Associations de Tourisme et de Plein Air (National union of associations for tourism and open-air activities) represented by Jean-Marc MIGNON 2007 2013 UNION SOCIALE POUR L’HABITAT (Housing social union) Represented by Michel AMZALLAG 2007 2013 UNIOPSS Union Nationale Interfédérale des Œuvres et Organismes Privés Sanitaires et Sociaux (National interfederal union of private health and welfare organisations) represented by Hubert ALLIER 2008 2014 2007 2007 2007 2007 Nov 2010 Nov 2010 Nov 2010 Nov 2010 25/01/2007 28/01/2009 25/01/2007 25/01/2007 Jan 2010 Jan 2010 Jan 2010 Jan 2010 Directors elected by the employees Charles DELANNOY Marc GIRAUD Françoise GIRMA-ROMEYER Bernard LEURIDANT General Management Philippe JEWTOUKOFF, General Manager Bernard LABROUSSE, Delegate General Manager Hugues SIBILLE, Delegate General Manager Pierre VALENTIN, Delegate General Manager 63 4.1.2 Other directorships and offices held by the company’s officers at 31/12/2008 > Directors Company Position Jean-Claude DETILLEUX ADIE Agence Nationale des Services à la Personne Alliance Coopérative Internationale Banque Fédérale des Banques Populaires BTP Banque Chambre Professionnelle du Groupe « Politique d’entreprise » de la Commission Européenne Conseil des Entreprises, Employeurs et Groupements de l’Économie Sociale Conseil Supérieur de la Coopération Coopératives Europe Dot. Coop Ecofi Investissements ESFIN Esfin Gestion Groupement National de la Coopération Institut Régional de Développement Nord-Pas de Calais Inter-Coop Natixis Private Equity SICAV Epargne Ethique Action Social Economy Europe Jean-Louis BANCEL AMF Assurances Assurance Mutuelles des Fonctionnaires (AMF) Esfin Gestion MATMUT Vie MUTRE SA MUTRE Union Mutuelle Accidents Corporels (SMAC) Mutuelle Assurances des Travailleurs Mutualistes (MATMUT) Mutuelle Centrale Finances (MCF) OFI EURO Moyen Terme OFI EUROPA BOND RETURN OFIVALMO Partenaires 64 Director Professional Personality on the Board of Directors Director and Member of the Executive board Director Chairman of the Supervisory Board Member Chairman Vice-Chairman Director Director Permanent Representative of Credit Coopératif on the Board of Directors Vice-Chairman Chairman of the Supervisory Board Chairman Chairman of the Supervisory Board Director Chairman Permanent Representative of Credit Coopératif on the Board of Directors Vice-Chairman Chairman of the Supervisory Board Director Chairman of the Supervisory Board Chairman of the Board of Directors Director, Vice-Chairman, Secretary to the Board of Directors, Chairman of the Investment Committee Honorary Chairman of the Board of Directors, Director, Chairman of the Investment Committees Director and General Secretary to the Board of Directors Director, Vice-Chairman of the Board of Directors, Chairman of the Audit Committee Director, and Chairman of the Finance Commission Director, Permanent representative of SMAC Director, Permanent representative of MATMUT External corporate supervisor on the Supervisory Board, Permanent representative of AMF SAM Annual Report 2008 Company Position Martine CLÉMENT CMGM Comité d’Orientation du Fonds Stratégique d’Investissement Conseil d’administration Rexecode Conseil Economique et Social Conseil Union des Industries et Métiers de la Métallurgie Groupe des Fédérations Industrielles Vaneau Industrielle et Commerciale - VIC - Daniel LENOIR A.C.M.E. / AMICE EQUASANTE F.N.M.F. G.P.M.F. I.C.M.I.F. – Fédération Internationale des Coopératives et Mutuelles d’Assurance MUTRE MUTRE UNION SESAME VITAL (Conseil de Surveillance) SOCIETE DES LECTEURS – SCP Actionnaire de Alternatives Économiques U.N.P.M.F. UNOCAM (Bureau) Jean GABAIN ADAPEI de la Nièvre ATI de La Nièvre BML Comptaburo CREAI Bourgogne Galerie Florane La Chaussade Société Christian POUVIOT et Associés Société d’expertise comptable et d’audit de Bourgogne Société d’expertise comptable et d’audit du Centre UNAPEI URAPEI Bourgogne Gilbert HENNIQUE Alliansys Canaux ANCF/CEC Cabinet « Hennique & Fils Consultants » Capcil Coge Form Crédit Immobilier de Lille et des Pays du Nord Croissance Nord-Pas de Calais Chairwoman Member Member Member Member Chairwoman of the Tax-Affairs Section Manager Director and member of the Board Director and member of the Board General Manager Chairman of the Board of Directors Director and member of the Board Delegate Deputy Chairman Chairman of the Board of Directors Incumbent representative of FNMF Manager Director and member of the Board Incumbent representative of FNMF Chairman Director Manager Manager Vice-Chairman Manager Manager Director Director Director General Treasurer Chairman Director Manager Chairman Manager Director Director Director Director 65 Company Gilbert HENNIQUE Flandre Expansion Groupement Interprofessionnel Paritaire pour L’emploi et le Logement Habitat de Flandre Inovam IRD Nord-Pas de Calais Logicil Nord Création Nord Financement (Conseil de Surveillance) Résalliance Résalliance Conseil Saint Omer Expansion Sambre Avesnois Expansion Position Director Chairman Director Director Director Director Chairman Chairman Director Director Director Director Patrick LENANCKER Cci Grand Lille CGSCOP - Confédération Générale des Sociétés Coopératives Ouvrières de Production Conseil National du Crédit Coopératif Scop A Cappella Scop Arpège 66 Incumbent Chairman Chairman Manager Chairman and Chief Executive Philippe ANTOINE Eficoop Formasup – Paris SCI des Iles Chausey UFR - PEPS Colmar (Université de Haute Alsace) Member of the Board of Directors Chairman Joint Manager Director Guy LECLERC AD Albertville Commission d’examen des Pratiques Commerciales Conseil du Commerce de France FCA - Fédération des Enseignes du Commerce Associé Fédération Professionnelle du Sport (FPS) Intercop-Location Intersport Belgique Intersport France Le Rally Montluçon Monnier Chalon-sur-Saône Le Mans Sport SDC Concarneau Chairman and Chief Executive Member on behalf of the F.C.A Director Chairman Director Permanent Representative of FCA on the Board of Directors Director Director Chairman and Chief Executive Chairman and Chief Executive Director Director Annual Report 2008 Company Position Gabrielle DELONCLE Agglomération de MONTPELLIER CGPME HERAULT « Industrie » FFB – Fédération Française du Bâtiment France CONGRES MAIRIE DE MONTPELLIER SOLARES Vice-Chairwoman Chairwoman Member of the Board of Directors Vice-Chairwoman Town Councillor dealing with Business Tourism Manager Nadia DEHORS Coopérateurs de Normandie-Picardie Deputy Managing Director FIRES - Caisse de Retraite Complémentaire - Permanent Representative of Coopérateurs de Normandie-Picardie on the Board of Directors IDES Permanent Representative of FNCC on the Board of Directors IDCR - Institut de Développement Coopératif Régional Normandie-Picardie Chairwoman and Chief Executive SACM - Société de Courtage, Gestionnaire et Conseil en Assurances Permanent Representative of Coopérateurs de Normandie-Picardie on the Board of Directors Maurice RONAT Conseil des Mutuelles Santé Conseil Economique et Social Fédération Nationale de La Mutualité Française FNMI - Fédération Nationale de la Mutualité Interprofessionnelle Haut Conseil pour l’avenir de l’assurance maladie Matmut Mutualité de la Loire Mutuelles Présence Union de Mutuelles Groupe Eovi Daniel CHABOD Compagnie Immobilière des Pays de Loire SACICAP de l’Anjou Gestion Patrimoniale Immobilière Fédération Nationale des Sociétés Coopératives d’HLM Fonds Commun de Placement Gambetta GIE Gambetta GIE Gambetta Immobilier IDES - Institut de Développement de l’Économie Sociale Le Foyer Moderne Athénée Société Coopérative de Production d’HLM « Coin de Terre et Foyer » Société Coopérative de Production d’HLM Vitry Coop Habitation Vice-Chairman Member Vice-Chairman Chairman Member Member General Treasurer Chairman Chairman Chairman Delegate Managing Director Manager Federal Adviser Chairman of the Supervisory Board Manager Director and Permanent Representative of Gestion Patrimoniale Immobiliere External corporate supervisor General Manager Director Chairman and Chief Executive Chairman of the Board Of Directors 67 Company Position Daniel CHABOD Société Coopérative des Alpes-Maritimes Société de Garantie Accession des Organismes HLM Union Sociale pour l’Habitat PROCIVIS IMMOBILIER SCIC Coopérative Foncière Et Immobilière de l’agglomération de Tours Chairman of the Board Of Directors Chairman and Chief Executive Member of the Executive Committee Director Chairman of the Board of Directors Jean FLEURY Ame Lux (Luxembourg) Assurances Banque Populaire - ABP Assurances Mutuelles d’Europe (AME) (Belgique) Assurances Mutuelles d’Europe de France Azur-GMF Mutuelles d’Assurances Associées, AGMAA CASER (Espagne) COVEA RE CSE Insurance Compagny (USA) FIDELIA Assistance GLOBAL (Portugal) La Capitale, Assurances Générales (Canada) PENNCORP (Canada) Director Chairman of the Supervisory Board Director General Manager General Manager Director Permanent representative of AMF on the Board of Directors Chairman Chairman Member of the Supervisory Board Director Director Jean-Marc ROIRANT G.C.M.S. INFREP Ligue de l’Enseignement Vacances Passion Vacances Pour Tous International Director Chairman General Secretary Director Director Chairman Chairman Vice-Chairman Vice-Chairman General Delegate Jean-Marc MIGNON ATES Association pour le Tourisme Équitable et Solidaire Association UCEL BITS - Bureau International de Tourisme Social Office Nationale de Garantie des Séjours et Stages Linguistiques UNAT - Union Nationale des Associations de Tourisme et de Plein Air Michel AMZALLAG Union Sociale pour l’Habitat Adviser to the Economic and Financial Studies Section 68 Annual Report 2008 Company Position Hubert ALLIER ANESM CEGES Chèque Domicile Conseil Supérieur de l’Économie Sociale CPCA Fondation Crédit Coopératif G.I.C. UNIOPSS Member of the Board of Directors at the General Meeting Member of the Board of Directors Chairman of the Supervisory Board Member Member of the Board of Directors Member of the Board of Directors Director General Manager > DirectorS elected by the employees Marc GIRAUD - Director elected by the employees Crédit Coopératif Clientele manager Charles DELANNOY - Director elected by the employees Crédit Coopératif Clientele adviser Françoise GIRMA-ROMEYER - Director elected by the employees Crédit Coopératif Management assistant Bernard LEURIDANT - Director elected by the employees Crédit Coopératif Clientele manager > GENERAL MANAGEMENT Philippe JEWTOUKOFF Banque Monétaire et Financière Banque Populaire Développement BTP Banque BTP Capital Investissement Bati Lease (anciennement Batinorest) Ecofi Investissements Inter-Coop Intercop Location (anciennement Sicomi-Coop) IRD Nord-Pas de Calais SICAV Choix Solidaire Director Director Permanent Representative of Credit Coopératif on the Supervisory Board Permanent Representative of INTER- COOP on the Board of Directors Chairman of the Board of Directors Permanent Representative of Intercop- Location on the Board of Directors Chairman of the Board of Directors Chairman of the Board of Directors Director Permanent Representative of BTP Banque on the Board of Directors Bernard LABROUSSE Ecofi Investissements Efindex Inter-Coop Permanent Representative of Inter-coop on the Board of Directors Permanent Representative of Credit Coopératif on the Board of Directors Permanent Representative of Credit Coopératif on the Board of Directors 69 Company Position Hugues SIBILLE ADIE AVISE Chèque Domicile Club Face Paris Conseil National de l’Insertion par l’Activité Economique (CNIAE) Conseil Supérieur de l’Economie Sociale Esfin Ides Esfin Gestion Esfin Participations Fédération des EPL FONDA Fondation Crédit Coopératif Fondation MACIF Pierre Valentin Banque EDEL Coopest (Belgium) Ecofi Investisssements Union Centrale du Crédit Coopératif COGITAM BTP BANQUE 70 Director Chairman Chairman of the Supervisory Board Director Member Member Chairman and Chief Executive Chairman and Chief Executive Chairman of the Supervisory Board Chairman and Chief Executive Director Director Director Director Permanent representative of Crédit Coopératif and Joint Manager Director Permanent Representative of BTP Capital Conseil on the Board of Directors Director Director Member of the Executive Board and Managing Director Annual Report 2008 4.2 REMUNERATIONS AND INCOME PAID DURING THE YEARThe principles and rules used to determine the remuneration of the Company’s officers are to be found in the Chairman’s report on the work of the Board of Directors and the internal-control procedures, page 26. 4.2.1. Remunerations and benefits in kind: The company’s executive officers whose term of office and remuneration are set by the Board of Directors are: Jean-Claude DETILLEUX, Chairman Jean-Louis BANCEL, delegate vice-chairman Philippe JEWTOUKOFF, General Manager Bernard LABROUSSE, delegate general manager Hugues SIBILLE, delegate general manager Pierre VALENTIN, delegate general manager The remunerations and benefits in kind paid to them were as follows: Company Year Gross Gross officer fixed variable remuneration remuneration for the previous year, paid during the year For information: gross variable remuneration for the year, paid during the following year Benefits in kind Directors’ fees Total Jean-Claude DETILLEUX 2008 2007 €320,008 €293,007 €110,000 €80,000 €80,000 €110,000 €4,446 €4,390 \ \ € 434,454 € 377,397 Jean-Louis BANCEL 2008 2007 €240,000 €235,102 €40,000 €0 €32,000 €40,000 €4,180 €4,335 \ \ € 284,180 € 239,437 Philippe JEWTOUKOFF 2008 2007 €240,000 €236,923 €40,000 €0 €32,000 €40,000 €3,728 €3,759 \ \ € 283,728 € 240,682 Bernard LABROUSSE 2008 2007 €194,691 €181,656 €30,000 €0 €24,000 €30,000 €71 €96 \ \ € 224,763 € 181,753 Hugues SIBILLE 2008 2007 €200,000 €198,462 €30,000 €0 €24,000 €30,000 €3,724 €3,797 \ \ € 233,724 € 202,259 Pierre VALENTIN 2008 2007 €180,085 €178,462 €27,693 €83,804 €0 €27,693 €3,296 €75 \ \ € 211,073 € 262,34 €192,000 TOTAUX 2008 €1,374,784 €277,693 2007 €1,323,612 €163,804 €277,693 The benefits in kind correspond mainly to the company vehicle provided. €19,445 €16,452 \ \ € 1,671,923 € 1,503,869 The company’s executive officers do not receive any directors’ fees for their functions in the Crédit Coopératif Group. 4.2.2 Allotments of free shares: The company’s executive officers were allotted free shares in Natixis, as were all the staff of Crédit Coopératif Group, under the same conditions (60 shares per person). The shares were allotted on 12 November 2007, with acquisition on 12 November 2009 and share availability as from 14 November 2011. 4.2.3Stock subscription or purchase options granted to each of the company’s executive officers and options exercised by them: There are currently no plans concerning subscription and purchase of shares in Crédit Coopératif, for the company’s executive officers or for salaried staff not holding positions as executive officers. In 2007, the Board of Directors of Natixis announced to Crédit Coopératif that it had decided to allot Natixis stock subscription options to the Crédit Coopératif executive 71 officers under the following conditions: - Jean-Claude DETILLEUX :........................................38,000 options - Philippe JEWTOUKOFF :...........................................15,000 options - Jean-Louis BANCEL :................................................. 4,800 options - Bernard LABROUSSE :............................................... 4,800 options - Hugues SIBILLE :.......................................................... 4,800 options - Pierre VALENTIN :........................................................ 4,800 options Conditions for exercising the options: Price: €22,15 Exercising period: between 29 January 2011 and 28 January 2014. In 2008, the executive officers of Crédit Coopératif asked not to be granted such stock options as may be issued by Natixis. No options were exercised by the company’s executive officers during 2008. 4.2.4Undertakings concerning cessation of functions: Board executive officers having Managing Director status are covered by the complementary pension scheme for all the Managing Directors reserved to executive officers of the Groupe Banque Populaire under the rules pertaining to that category of officer. In this respect, the combined amount of all pensions paid to a senior manager may not exceed 60% of the salary while in service, with an upper limit of €335,000. This guaranteed income has been reduced to 50% for senior executives appointed after 1 January 2005. It is hereby stated that this scheme was instituted before 1 May 2005, i.e. before the entry into force of Act 2005-842 of 26 July 2005 Compensation for cessation of activities: In the event of early cessation of the function of chairman or general manager (other than in the case of gross misconduct), payment of compensation is provided for, at the level of Banque Populaire Group, equal to one year of remuneration, plus onetwelfth of the annual remuneration per year of service in the group, and where applicable, one-twelfth of the said remuneration per year of exercising the function of general manager. The maximum amount of compensation is capped at forty-two twelfths of the annual remuneration. Retirement or early retirement give rise to payment of compensation equal to one-fortieth of the annual remuneration for service in the Banque Populaire Group, capped at forty fortieths of the said remuneration. Furthermore, a contract with set contributions (article 83) taken out by the previous Chairman was renewed as an appendix to his employment contract when he was appointed Chairman and General Manager. This contract was terminated on 31/12/2008 for the future. The amount paid out by Crédit Coopératif under this contract in 2008 stood at €53,242 4.2.5 Directors’ fees due to members of the Board of Directors (in euros) Association ANCF - CEC 7,500 Association UCEL 6,375 C.C.M.C.M. (Confédération de la Coopération, de la Mutualité et du Crédit Maritimes) 2,250 C.G. S.C.O.P. (Confédération Générale des SCOP) 3,750 C.M.G.M. (Caisse Mutuelle de Garantie des Industries Mécaniques & Transformatrices des Métaux) 11,250 C.N.C.C. (Conseil National du Crédit Coopératif) (Director) 11,250 C.N.C.C. (Conseil National du Crédit Coopératif) (censeur) 4,500 ESFIN 3,000 F.C.A. (Fédération des Enseignes du Commerce Associé) 6,750 F.F.B. (Fédération Française du Bâtiment) 72 0 F.F.C.G.A. (Fédération Française des Coopératives et Groupements d’Artisans) 4,500 F.N.C.C. (Fédération Nationale des Coopératives de Consommateurs) 9,375 F.N.M.F. (Fédération Nationale de la Mutualité Française) 7,125 F.N.M.I. (Fédération Nationale de la Mutualité Interprofessionnelle) 2,250 F.N.S.C. D’HLM (Fédération Nationale des Sociétés Coopératives d’HLM) 3,375 G.M.F. (Garantie Mutuelle des Fonctionnaires) 3,750 Ligue de l’Enseignement 0 M.A.I. (Mutuelle des Agents des Impôts) 0 Représentant des Porteurs de Parts « C » : Claude Audouit 6,000 Représentant des Porteurs de Parts « C » : Michel Vallade 5,625 Annual Report 2008 S.C.C.M.M. (Société Centrale de Crédit Maritime Mutuel) 3,000 Société Financière de la NEF 6,000 SOCODEN-FEC (Société Coopérative d’Entraide-Fonds d’expansion Confédéral) 1,500 SOCOREC (Sté Coopérative pour la Rénovation et l’Equipement du Commerce) 8,250 U.N.A. (Union Nationale des Associations de Soins et Services à Domicile) U.N.A.P.E.I. (Union Nationale des Associations de Parents, de Personnes Handicapées Mentales et de leurs Amis) U.N.A.T. (Union Nationale des Associations du Tourisme) 750 10,500 0 U.N.I.O.P.S.S. (Union Nationale Interfédérale des Œuvres et Organismes Privés, Sanitaires et Sociaux) 3,750 Union Sociale pour l’habitat 1,500 TOTAL 133,875 4.3 PROPOSED RENEWALSThe periods of office as directors of the following: - Jean-Louis BANCEL ; - La FNMI, Fédération Nationale des Mutuelles Interprofessionnelles ; - La FNSC D’HLM, Fédération Nationale des Sociétés Coopératives d’HLM ; - La Ligue de l’Enseignement ; expire at the time of the next general meeting scheduled on 28 May 2009. The Board of Directors proposes to extend the periods of office of Mr Jean-Louis BANCEL, the FNMI, and the FNSC D’HLM for a further six years. 73 5. Parent-company financial statements and consolidated accounts 2008 5.1 ACCOUNTING REPOSITORIES USED5.1.1 Consolidated accounts As from 1 January 2007, companies making public calls for savings are required, in application of the European regulations of 12 March 2002, to draw up their consolidated accounts in accordance with IFRS standards. As Crédit Coopératif complies with that obligation, since 1 January 2007 it has drawn up its consolidated accounts in accordance with the repository. 5.1.2 Parent-company financial statements The annual financial statements are drawn up in accordance with the regulations applicable to credit institutions and in compliance with generally-accepted French accounting principles. The rules for publication of financial statements have been applied in accordance with regulation No. 91-01 of 16 January 1991 of the Comité de la Réglementation Comptable (French accounting regulation committee), including all modifications up to regulation No. 2007-05 of 14 December 2007. The standards for presentation of the intermediate operating totals comply with the recommendations of the Conseil National de la Comptabilité (French national accounting council), and the main changes are as follows: - Restatement of non-recurrent elements as net banking income or operating expenses depending on their nature, - Restatement of gains and losses on fixed assets as net banking income, except for gains or losses made on operating real estate and equity interests. 5.2 CONSOLIDATED ACCOUNTS 2008As compared with 31 December 2007, the Crédit Coopératif Group’s consolidation perimeter saw restructuring without any effects on earnings and widening of its holdings in the European banking world. Two internal reorganisation operations were carried out: The leasing activity of Sicomi-Coop was contributed to Inter-Coop on 31 October 2008 with retroactive effect as from 1 January 2008; the only activity maintained by Sicomi-Coop is that of ordinary rental, and this does away 74 with the necessity of holding credit establishment status; its name has thus been changed to Intercop-location; The financial engineering activity formerly carried out by Crédit Coopératif has been contributed to a specialised subsidiary in which BTP Banque has an 80% holding and Crédit Coopératif has a 20% holding: BTP Capital Conseil, set up in April 2007 and integrated under full consolidation since 1 January 2008. Furthermore, two holdings were acquired: - On 11 July 2008, Crédit Coopératif acquired all the securities of TISE SA, whereas the 2007 financial year saw the sale of the BISE, which was consolidated using the equity method, and whose securities, in which Crédit Coopératif held 49.72%, were sold on 26 April 2007. - On 17 March 2008, Crédit Coopératif subscribed a capital increase in the COOPEST company, in which it now has a 33.87% holding, and which is thus consolidated using the equity method. 5.2.1 ACTIVITY In 2008, the levels of activity seen by Crédit Coopératif and its subsidiaries (BTP Banque and the leasing companies) remained strong as a whole throughout the year, although a certain slowdown was noted over the various quarters. Thus the funds collected showed an annual average increase of 8.2% (as against 11.5% in the first quarter), a slowdown that characterises the changes in all categories of resources: sight deposits grew by 7.5% (as against 9.6% at 31 March), term deposits and the UCITS balances outstanding grew by 23.9% and 3.2% respectively, as against 30.8% and 6.4% over the first three months of the financial year; the only exception, savings, thanks to the special offers made in anticipation of opening up the «A» savings passbook system, ended the year at +11.0% as against +10.5% in the first quarter. The trend towards a slowdown was also seen in shortterm and assimilated loans, which clearly showed stagnation, as debtors saw their growth rate halved between 31 March (+ 18.1%) and the average for the year (+ 9.4%), with portfolio growth falling from 5.4% to 1.2% over the same period, whereas the fall in confirmed loans grew sharper (‑9.9% as against –9.1%); on the other hand, the balance outstanding for medium-and long-term loans, still benefiting from the strong growth in payments made Annual Report 2008 earlier, continued to increase (+ 15.9% as against + 12.5% at 31 March) with a corresponding rise in employments, due to their weight in the total accommodation, amounting to an annual rhythm of 13.8% as against 11.8% at 31 March, further strengthening the reversal of the traditional trend, which usually saw the funds collected increasing faster than loans. In fact, the only amounts outstanding that showed opposite changes in the last quarter as compared with those for the pervious months were new outlays for investment loans on the one hand, which showed growth of 26.0% after 30.3% at 30 September and 3.8% at 31 March, and on the other hand the signature commitments, which ended the year with an increase of 8.9% as against 9.4% at 30 September and 7.6% at 31 March. 5.2.2 NET BANKING INCOME The Group’s Net Banking Income stood at €375.2 million at 31 December 2008, as against €345.7 million in 2007: it this shows a high growth rate (+8.5%), which nonetheless has to be put into perspective, because it includes externalisation in 2008 of 6 million euros in capital gains made in 2007. There is also non-recurrent income (mainly in the form dividends), whose growth nonetheless failed to make up for the absence in 2008 of the exceptionally high capital gains shown in 2007 by the venture capital activity. Nevertheless, before taking these exceptional elements into account, the net banking income stemming from the relations with the clientele showed an increase that remains at a highly satisfactory level (+ 6.2%), reflecting the strong levels of activity that were maintained throughout 2008, although here again there was a downward trend over the quarters. These good commercial performance levels led to a significant rise in interest rate margins: the growth in volume was indeed accompanied by a steady overall margin rate, in spite of a context of rising indices that prevailed for most of the year, and which usually results in lower margins; however, the liquidity crisis that characterised the financial market situation in 2008 led to a very unusual widening of the spread between EONIA and the 3-month Euribor; this resulted in substantial gains at the level of the own-asset cash flow operations. Over the same period, net commissions saw a smaller increase (+4.8%), in spite of sturdy levels of banking services invoiced and management of the means of payment; as noted since the beginning of the year, the fees received for UCITS asset management showed a considerable fall linked to subscriber distrust of higherrisk products, which show the highest margins. Nonetheless, it should be noted that in the end, the fall in income in this field was smaller than feared, due to high over-performance commissions received at the end of the year on monetary products that rose sharply in value because of the sharp fall in rates during the last quarter. 5.2.3 GENERAL EXPENSES Staff costs, 152,1 M€ contre 155,6 M€ en 2007, sont en réduction sensible (-2,2%), phénomène inhabituel qui s’explique par les charges tout à fait exceptionnelles enregistrées l’an dernier au titre de la participation et de l’intéressement: These two items amounted to €13.4 M in 2007 as against €3.4 M in 2008. In 2007, the base of the employee investment scheme was increased by the capital gains on the sale of the BISE stock, whereas in 2008, the base of the profit-sharing scheme saw a sharp fall due to the high level of cost of risk, as is explained below. If we disregard these elements, we find changes in staff costs that are in line with the growth in staff levels, which was once again considerable in 2008, as for Crédit Coopératif and its subsidiaries, more than eighty new jobs were created, two-thirds of them to strengthen the networks. The Other management expenses (including the depreciation expenses) amount to €102.2 M as against €91.3 M in 2007. The increase (+12.0%) is high, but not as high as expected: this was due to the unexpected developments in the Group’s property projects. The headquarters renovation project led to major expenses, due to accelerated depreciation of the buildings to be demolished; the extra expenses were capped fairly tightly in 2008, nonetheless, as no rental fees were paid out for the replacement sites in 2008, contrary to the options included as part of the budgetary hypotheses. Moreover, the site work in the networks is progressing a little more slowly than planned. It is also necessary to highlight the fact that in spite of a growth rate that is by no means negligible, the total of the other management expenses for 2008 benefited from reductions in expenses of a non-recurrent nature: On the one hand a VAT refund of €1.5 M for the cheques activity, within the framework of a Group action initiated by the Banque Fédérale des Banques Populaires, and on the other hand a contractual retirement compensation payment made by the Caisses de Crédit Maritime (€3.7 M) and for which invoicing was initially planned for 2009. Thus with General Expenses standing at €254.3 M as against €246.9 M in 2007, i.e. a modest increase of (+3.0%) which is well below that of the net banking income (8.5%), the operating coefficient fell below the 68% level, meeting one of the major targets of CAP 2008, which had seemed up to now to be well beyond reach; nonetheless, it already seems clear that it will not be possible to maintain this remarkable performance in 2009, taking into account the special conditions of its execution. 75 5.2.4 GROSS OPERATING PROFIT The Gross Operating Profit stands at €120.9 M, an increase of more than 20% over 2007 (€98.8 M). 5.2.5 COST OF RISK The operating margin for 2008, which could be seen as excellent so far, was considerably weighed down by the exceptionally high cost of risk (€88.0 M as against €30.5 M in 2007), under the combined effects of the depreciation item of €42.3 M entered for the financial operations (on Lehman Brothers and two Icelandic banks) and doubling of the provisions set aside for the credit risk, in spite of the relatively high level already adopted in 2007. Moreover, in 2007, the sale of the BISE stock brought in a pre-tax capital gain of €48.1 million for the group, recorded as gains or losses on other assets. Due to the combined effects of these two sources of major reductions in income, the amount of tax payable fell significantly (€8.0 M as compared with €26.7 M in 2007). 5.2.6 NET INCOME, GROUP SHARE In all, the Net Income, Group share, amounts to €22.2 M, to be compared with income of €87.8 M in 2007, in the knowledge that the figure would have been €49.5 M without the gain generated by sale of the BISE and its impacts on employee investment and corporate income tax. 5.3 RATIOS AND RATINGS5.3.1 REGULATORY RATIOS As regards liquidity, the Group is structurally in surplus. The liquidity ratio exceeds the requirement imposed on each of the institutions (100%). At the end of 2008, the liquidity ratio of Crédit Coopératif was 154%, and 210% for BTP Banque. For the purpose of controlling major risks, the regulations set the following limits: - 25% of equity capital for the risks borne in respect of a given beneficiary, - 8 times the amount of equity capital for the total commitments which, per beneficiary, exceed 10% of equity capital. The Crédit Coopératif Group has developed a wide spread of risk, ensuring that no weighted unit commitment for the same beneficiary exceeds 10% of its equity capital. 5.3.2 RATING The Crédit Coopératif Group benefits from the Groupe Banque Populaire rating, namely: •M oody’s: short term P-1, long term Aa3, stable prospects (rating at 18/07/2008) • S tandard & Poor’s: short term A-1, long term A+, stable prospects (rating at 27/10/2008) 76 5.4 company financialstatements 20085.4.1 ACTIVITY In 2008, employments grew faster than resources with growth rates of +16.5% and +13.1% respectively. This difference represents a major change, after several years characterised by stronger growth in resources, followed by renewed balance in the growth rates over the last two years, standing at +15.4% and +16.2% respectively in 2007 in particular. The total amount of funds collected stood at €9,750 M as compared with €8,621 M in 2007. Sight deposits (€2,165 M) showed growth of + 7.8% over the year, i.e. the same rate as in 2005, but lower than 2007 (+ 13%) and 2006 (+11.8%). Savings reached €945 M, i.e. an increase of 11.1%, the same as in 2007 (+10.7%). Term deposits stood at €2,571 M as against €2,098 M in 2007, in increase of + 22.5%, slightly lower than in 2007 (+25.9%). - The growth rate seen for UCITS investments (+ 11.1%) failed to confirm the strong growth seen in 2007 (+14.5%) but was comparable to that for 2006 (+ 11.9%) and 2005 (+9.8%). Growth in employments (€4,923 M), still showed an upward trend, with an increase of +16.5%, higher than the rate for 2007 (+15.4%) and rising constantly since 2003. Most of the growth concerned medium- and long-term loans. Medium- and long-term loans (including property leases and confirmed credits) amounted to €4,271 M, an increase of €654 M, equivalent to the amount of resources used for the short term. This strong growth of 18.1% results from loans with due dates. It follows the strong growth in payments, + 33.3% in 2008, at a total of €1,624 M, almost double the amount for 2005 (€855 M). On the other hand, confirmed credits (€102.5 M) were at a lower level than in 2007 (€113 M). Overdrawn accounts reached €342 M as compared with €314 M last year, a rise of + 9.1%, which is bigger than in 2007 (+7.4%). The commercial portfolio €173 M) and cash flow loans €137 M), saw overall growth of +4.5%, higher than that for 2007 (+3.2%) 5.4.2 HOLDINGS The Crédit Coopératif portfolio of non-consolidated subsidiaries stood at 347 million euros, an increase of 17.5% as compared with 2007 The main investment operations were as follows: - An increase of 32.02 million euros in our investment in the equity capital of Banque Fédérale des Banques Populaires, bringing that investment to a current 161.6 million euros; - An increase of 10.81 million euros in our holding in the capital of Banque Fédérale des Banques Populaires, bringing that holding to a current 25.7 million euros; Annual Report 2008 - A subscription of 2.1 million euros in the capital of TISE (Poland), in which our holding stood at 93.9%; -An increase of 1 million euros in our holding in the capital of Banque Edel, which now stands at 33.9%; - An increase of 1 million euros in our holding in the capital of COOPEST (Belgium), which now stands at 33.9%; - An increase of 0.8 million euros in our holding in the capital of Inter-cop Location (formerly Sicomi-Coop), which now stands at 7.06 million euros; - An increase of 0.8 million euros in our holding in the capital of Croissance Nord-Pas de Calais, which now stands at 1.5 million euros; - An allocation free of charge of 0.6 million euros in the VISA Inc. company; - Reclassification of 1.4 million euros concerning a holding in the Fonds de Garantie des Dépôts (previously entered as intangible assets) At 31 December 2008, the other main holdings were as follows: - Ecofi-Investissements: 21.8 million euros and 99.1% of the capital; - Inter-coop: 21.5 million euros and 82.4% of the capital; - BTP Banque: 19.1 million euros and 99.9% of the capital; - Bati Lease: 16.7 million euros and 94.9% of the capital; - Esfin: 15.2 million euros and 37.6% of the capital; - BTP Capital Investissement: 9.2 million euros and 79.4% of the capital; - Intercop Location: 7.1 million euros and 75.5% of the capital; - Esfin Participations: 6 million euros and 16.1% of the capital; - IRD Nord-Pas-de-Calais: 5.7 million euros and 17.4% of the capital; 5.4.3 EQUITY CAPITAL AND CAPITAL ASSETS Equity capital, including retained earnings for the financial year, amounted to 809 million euros at 31 December 2008, compared with 806 million euros at 31 December 2007. Capital remained stable since 31 December 2006, at 493.7 million euros. The value of the portfolio investments in subsidiaries is 348 million euros. Net capital assets amounted to 21,9 million euros compared with 21 million euros at 31 December 2007. 5.4.4 INCOME STATEMENT > Net banking income Net banking income amounted to €255.2 M as against €222.1 M last year, i.e. an increase of 14.9%. Two-thirds of the growth in net banking income stem from increases in interest rate margins and the other third comes from increased commissions. Contrary to 2007, the nonrecurrent elements have a limited impact. Basically, the growth in net banking income results from increased levels of activity, and the positive effect of the larger asset amounts is greater than the negative impact of reduced margins. Margins are shrinking: - With the lower share of short-term credit balances linked to the minimum lending rate and the delay in its upward adjustment when interest rates are rising - With continuing low spreads for new loans with due dates The increase in the outstanding balance of commissions (+ €11.1 M) concerns three fields: - Net commissions on banking operations (+ €5.1 M), mainly due to account management fees and closing costs. - Commissions on means of payment (+€1.8 M) following a fall in inter-bank exchange costs and fees on direct Internet debits entered in 2007 under Efitel. - In the same way, the other bills for IT services provided, mainly subscriptions, formerly received by Efitel represent an income item amounting to €3.4 M, to be compared with the €2.2 M in dividends and products linked to the global asset transfer carried out in 2007. The dividends received on holdings, at €24,1 M as compared with €23 M in 2007, show growth with those from BTP-Capital Investissement (+€1.6 M) and also with receipt of a non-recurrent dividend of €1.7 M from VISA INC. The elements outside the scope of normal operation show a fall (-€3.7 M). They were very high in 2007 as a result of the switchover to the actuarial calculation for the spread of premiums/discounts (+€1.5 M), and also due to high rates of interest on doubtful receivables. > General expenses The Staff costs (€98.4 M) sare 5.7% lower than those at 31 December 2007 (€104.3 M). The fall of €5.9 M noted between 2007 and 2008 (- 5.7%) is due to the provisions set aside for employee investment and profit-sharing schemes, which were reduced from €8.4 M to €0.9 M because their amounts are linked to the profits for the financial year. Apart from these elements, the salaries and other staff costs rose by + 4.4% as compared with the previous year. The Other general expenses and depreciation (€67.0 M) rose by +12.8% as compared with 2007 (€59.4 M). This increase is mainly due to the non-recurrent depreciation carried out within the framework of the headquarters building project and the modernisation work on the buildings in the network, which account for more than half (€3.9 M) of the rise in other operating expenses as compared with 2007 (+€7.6 M). In all, the General expenses (€165.4 M) rose by 1.0% over last year (€163.7 M). > Gross operating profit Gross operating profit came to €89.8 M as compared with €58.4 M in 2007. > Cost of risk The amount of the provisions set aside in 2008 showed a strong increase, reaching €77.7 M; it can be broken down as follows: 77 - €30.3 M in net depreciation on client receivables - €42.2 M in stock depreciation expenses, including €20.9 M for Lehman Brothers and €19.5 M for Landsbanski Island - €2,9 M in provisions for risks - €2.2 M die the “time” effect. An allocation of €0.6 M was made to the Fonds Régional de Solidarité (FRS – regional mutual-help fund) set up by the Banques Populaires network, whereas the Fonds pour Risques Bancaires Généraux (General banking risk fund) was the object of a reversal of €2 M. > Net income The Net income stood at €18.8 M as compared with €64.7 M in 2007. Taxes represent income of €7.6 M over the period, as against an expense of €13.3 M in 2007. This situation stems mainly from use, corresponding to €6,1 M, of an option provided for under the terms of the modified French finance law for 2008 and consisting of setting losses for tax purposes as noted for 2008 against nondistributed profits for the previous three financial years, a scheme to which income of €1.4 M has been added concerning tax rebates for sponsorship expenses. > LINE HEADINGS (thousands of euros) 78 At 31/12/2008 At 31/12/2007 + Net interest income 166,243 +/- Income from variable income securities 24,120 + Fee and commission income 51,219 + Net income from trading and short-term investment portfolios 13,554 + Other net operating income 28 = NET BANKING INCOME 255,163 152,332 23,000 40,881 5,955 -52 222,117 - General operating expenses and depreciation expenses . Staff costs . Other administrative expenses . Depreciation expenses = GROSS OPERATING INCOME 165,398 94,710 70,157 531 89,765 163,747 103,534 59,622 592 58,370 +/- Cost of risk = NET OPERATING INCOME -77,737 12,028 -18,956 39,414 +/- Net income/loss on capital assets = PROFIT BEFORE TAX ON ORDINARY OPERATIONS -1,006 11,022 44,885 84,299 +/- Net extraordinary income/loss - Corporation tax +/-Appropriation to/Reversal from General Banking Risk Reserve and Regulated Provisions = NET INCOME 0 7,621 116 -26 -13,264 -6,325 18,759 64,683 Annual Report 2008 5.4.5 COMPANY INCOME FOR THE LAST FIVE FINANCIAL YEARS 2004 2005 2006 2007 2008 (1) CAPITAL Share capital Number of shares issued 232,779,630 291,009,559 493,718,765 493,718,765 493,718,765 15,264,238 19,082,594 Number of CCIs issued 25,900,000 25,900,000 25,900,000 6,475,001 6,475,001 6,475,001 OPERATIONS AND PROFIT/LOSS FOR THE FINANCIAL YEAR Gross revenue net of tax Net income before tax, depreciation and provisions 390,079,804 437,800,863 497,215,356 634,617,450 736,718,848 22,606,131 34,939,799 38,636,727 96,102,880 84,247,590 Corporation tax 7,201,872 8,029,503 5,948,703 13,264,390 - 7,621,256 Employee profit sharing for the financial year 1,289,480 1,468,639 1,349,810 4,691,848 183,264 21,350,741 25,068,902 26,820,247 64,683,330 18 758,920 10,187,519 12,988,702 13 499,849 2,962,313 3 554,776 Net income after tax and calculated costs (amortisation and provisions) Net income distributed on shares 5,206,324 6,826,238 Net income distributed on CCIs - RESULTS PER SHARE Net income after tax, but before depreciation and provisions 1.01 1.41 1.01 2.56 Net income after tax, depreciation and provisions 1.40 1.31 0.83 Dividend per type A share 1.5 % Dividend per type B and C share 3.0 % 3.0 % 2.00 0.58 3.0 % 3.6 % 3.0 % 3.6 % 1,412 1,439 1,459 1,500 1,560 Dividend allocated per CCI 3.0 % 2.84 - STAFF Average numbers of staff employed during the financial year Wage costs 56,216,818 58,623,086 61,661,876 65,236,972 Amounts paid under company benefit schemes (company social security and benefit schemes) 29,274,804 32,581,419 32,198,369 33,235,656 67,673,244 34,580,157 (1) Subject to the approval of the Ordinary General Meeting. 79 5.4.6 INFORMATION CONCERNING SUBSIDIARIES AND MINORITY SHAREHOLDINGS AT 31 DECEMBER 2008 Capital Equity Percentage valueLoans and Amount of Gross capital of capital of the advances deposits and Revenue other than held investment granted by guarantees for the share capital held the company provided by latest and not the company financial redeemed year Net income Dividends or loss received by for the the comlatest pany during financial the financial year year A) Detailed information concerning holdings whose value exceeds 1% of the capital of the company required to make the publication I - Subsidiaries (not less than 50% of the share capital held by the company) BTP BANQUE 19,215,000 BTP CAPITAL INVESTISSEMENT 14,073,752 GIE-USCC 11,700,000 BATILEASE 9,065,280 62,849,000 99.95 % 19,056,085 100,066,778 16,596,005 68,418,260 10,896,702 2,350,859 79.42 % - 79.61 % - 9,209,458 - - 1,254,942 1,156,847 5,008,020 9,314,370 - - 35,824,612 3,573,002 - - 12,757,000 4,481,000 860,128 - - 2,210,935 326,886 - 27,842,000 4,188,000 51,208,000 94.88 % 16,708,081 230 664 725 II - Minority investments (10% to 50% of the share capital held by the company) ESFIN 38,277,228 EDEL 48,400,000 4,847,000 37.58 % 15,228,844 103,000 RHONE DAUPHINE DEV 10,495,800 33.94 % 2,398,616 - 870,841 19.13 % 2,004,949 - 997,624 - - 289,690 104,960 IRD - 44,274,913 26 228,000 (EX SDR NORD-PAS DE CALAIS) 17.38 % 5,652,172 - - 2,349,000 1 240 000 428,872 ESFIN PARTICIPATIONS 31,251,738 16.11 % 6,000,236 - - 1,127,532 1,622,227 448,292 - - 8,067,523 - - 104,967 4,556,296 B) Overall information concerning the other subsidiaries or investments I - Subsidiaries not mentioned in § A a) French subsidiaries (taken together) 54,525,800 b) Subsidiaries in other countries (taken together) 4,687,872 II - Investments not mentioned in § A a) French subsidiaries (taken together) 2,597,691 b) Companies in other countries (taken together) 80 Annual Report 2008 6. Distribution and appropriation of earnings Noting that the results for the financial year reflected net income of €18,758,919.63, for Crédit Coopératif, and that the balance sheet shows a figure carried forward to retained earnings of €15,171,283.25, the General Meeting resolves that, pursuant to Article 42 of the Articles of Association, the distributable profit of € 33,930,202.88 will be appropriated as follows: • Legal reserve, 15% of the net income (€18,758,919.63) ......................................................................................................... €2,813,838,00 • Carried forward to retained earnings: ……………..........................................................................................................................€14,061,740,33 • Remuneration of C shares at the rate of 3.6%* pro rata temporis: .................................................................................... €4,570,692,00 • Remuneration of B shares at the rate of 3.6%* pro rata temporis: .................................................................................... €8,179,157,00 • Remuneration of cooperative preference shares at a rate of 3.6% of their nominal value: ...................................................................................................................................... €3,554,775,55 • Payment of a cooperative rebate to members: ................................................................................................................................ €750,000,00 Pursuant to Article 243 of the CGI, it is stated that the amount of interest and rebates distributed over the last three financial years is as follows: Financial year A shares B shares C shares CCI Rebate 2005 0 €4,056,873* €319,366* \ €450,000 2006 €752,587* €5,713,631* €2,971,301* \ €750,000 2007 0 €6,943,662* €3,545,040* €2,962,313 €2,500,000 Cooperative rebate Rebates are an element of cooperative identity, set out in article 15 of the French law dated 10 September 1947 covering the regulations for cooperation. It consists of distributing part of the annual income to the members who have made the biggest contribution towards earning the income. Crédit Coopératif is one of the few cooperative banks in Europe that has maintained this specific cooperative principle. The rebates are divided up between the members of the Crédit Coopératif in the light of the loan operations they have carried out with their bank: it takes the form of a discount on the interest paid to Crédit Coopératif for 2008. * Interest eligible for a 40% rebate for the benefit of individuals 81 7. Prospects for 2009 A fter a financial year in 2007 that was particularly impressive, 2008 came to a close for the Crédit Coopératif Group in a context of crisis that was every bit as exceptional, and that left its marks, but without damaging its core business. As compared with the very high growth levels seen in 2007, the slowdown that progressively reached all the assets managed, can in fact be seen as no more than a return to more normal growth rates; overall, concerning funds collected and loans, the growth rates noted remained excellent, at 8.2% and 13.8%; these figures also show a break with the previous periods, as the rise in employments this year was faster than that of deposits, with the Group thus reaching its target of restoring the balance of its growth, a target that it had been pursuing for a long time, without seeing such levels of success up to now. These good levels of commercial performance translated of course into higher financial income; it was all the higher in that the strong growth in net banking income was accompanied by a very moderate rise in general expenses. It is true that these changes were accentuated by the normalisation in 2008 of the amounts distributed under the employee investment and profit-sharing schemes, which reached very high levels in 2007, due to the higher base figures, increased, amongst other things, by the capital gains on the sale of the BISE stock. Be that as it may, the financial year 2008 could be seen up to then as being a very good year, because even the sole challenge among those set by CAP 2008 that had seemed out of reach, was attained: bringing the operating ratio below the 68% mark. It was then that the financial crisis and its economic consequences caught up with the Crédit Coopératif Group, leading to almost tripling the provisions set aside to meet the cost of risk, concerning financing and loans, thus considerably reducing the net income, whose final amount shows a reduction that is all the more striking in that 2007 saw exceptional capital gains from the sale of BISE. Although it is true that the Crédit Coopératif Group was hard hit by the shock waves of the financial crisis that started in the summer of 2007 and ended up by dividing its income by four, it is also true that if we combine the income figures for the last two years, the average annual income amounts to about fifty million euros, i.e. more or less the figure that could be expected for years seeing only the usual 82 levels of random events inherent to banking activities. This means that although the Crédit Coopératif Group was unable to avoid the crisis altogether, it was not put into difficulty. Its financial strength has not been reduced by these events, and it still enables the Group to face the coming period of uncertainty in all serenity. Although the Group’s financial assets now seem sound, it is clear that the current destabilisation of the banking world could well be accompanied in the coming months by a slowdown in economic activities which would bring the Group possible fresh problems along with opportunities for growth. Faced with the turbulence of the current situation, the Crédit Coopératif Group remains determined to provide efficient, reasonable support for the players in the socially responsible economy, for whom it has always been a loyal partner in the past, whatever the problems posed by events. In this respect, the untoward events that marked 2008 did not prevent the Crédit Coopératif Group from mobilising its strengths to continue its reflections and its work begun late in 2007 with the objective of setting up its Coopéraction 2015 corporate plan, which will guide its actions until 2015. During the first half of the year, the main outlines of Coopéraction 2015 were drawn up within the framework of a participative procedure calling on the vital forces of all its staff, together with its clients and members, especially via their representatives present in the various structures of the Group’s cooperative life at local and national levels. The second half of the year was given over to setting out the concrete policies to be implemented as part of the second Medium Term Plan, covering the period from 2009 to 2012, which was officially presented in January 2009 during a convention bringing together all the Group’s staff, its directors, and the members’ representatives. The ambition that the Group has set out to apply in its various aspects is guided only by its determination to anticipate efficiently the changes in its key clienteles’ expectations, to continue to provide them with quality solutions that meet their requirements. In concrete terms, this means that while continuing to pay careful attention to making constant improvements in the services provided to all its partners, associations, SMEs and individuals, on an everyday basis, the Crédit Coopératif Group intends to make all the changes in its commercial, financial, organisational and technological skills necessary Annual Report 2008 to enable it to provide its clients, today and in the future, with an ability to listen to them and understand them, and to advise them and take action to deal with the social and environmental concerns of the coming years. Thus 2009 will see a considerable proportion of the Group’s resources devoted to renovation of its property tool, whose upkeep from operational and security standpoints alike had taken second place among its concerns for a long time, because of the costs involved, thus limiting the scale of the work carried out, at headquarters and in the network as well. However, it is well aware of the importance of having at its disposal functional equipment that is able to meet current and future safety and environmental preservation standards in 2008, as well as accelerating its work to modernise and extend the network of branches, which was begun in recent years, the Group has confirmed its decision to undertake a large-scale renovation operation in the buildings in Nanterre; this means that in May 2009, the departments at headquarters will move to a temporary site for at least three years. Furthermore, the considerable numbers of staff members taken on in recent years, especially in the commercial sector, will be joined by more new staff once we have determined in detail the exact skills required to meet the specific aspects of our ambitions and the increasing complexity of financing techniques and regulatory provisions. Crédit Coopératif is also closely following the planned links between the Banque Populaire Group and the Caisses d’Epargne Group. The planned merger in 2009 between Banque Fédérale des Banques Populaires and the Caisse Nationale des Caisses d’Epargne to create a single central structure for both networks would result in creation of the second largest banking group in France, on the basis of a universal bank model to ensure its stability. The Board of Directors has empowered its Chairman, to take steps, alongside the other Chairmen of the banques populaires, to adopt the federative structures necessary to ensure a balance of power in the new entity. Although Crédit Coopératif regrets that its senior management’s comments were not taken into account more carefully, as this could have avoided the painful experience of Natixis, it is not fundamentally opposed to setting up links between the two groups, provided that their cooperative nature is fully taken into account and the coming set-up is based on decentralised cooperative networks. It has faith in the solidity of its financial base, which has enabled it to go through the recent banking crisis without suffering too much damage, and should enable it to find its way through the difficult times that the real economy is likely to face in the near future, the Crédit Coopératif Group intends to apply a strong-willed policy stemming from the legitimacy of its positioning and confirms its determination to bring all its strengths to bear in order to reinforce its ability to play a major, useful part in the socially responsible economy. 83 84 Credit Cooperatif Group Financial Statements 1. CREDIT COOPERATIF GROUP FINANCIAL STATEMENTS p.86 2. CREDIT COOPERATIF COMPANY FINANCIAL STATEMENTS p.154 3. STATUTORY AUDITORS’ REPORTS p.186 85 1. Consolidated accounts of the Credit Cooperatif Group 86 A nn u al R ep o rt 2 0 0 8 Consolidated Financial Statements at 31/12/2008 CONSOLIDATED BALANCE SHEETNotes 2008 Cash, CCP postal-giro a/cs, central banks Financial assets at a fair value by performance V.1.1 Derivative hedging instruments V.2 Financial assets available for sale V.3 Loans and receivables from credit institutions V.4 Loans and receivables from clients V.4 Revaluation reserve for portfolios hedged by interest rates Financial assets held until maturity V.5 Current tax assets Deferred tax assets V.7 Adjustment accounts, other assets V.8 Non-current assets intended for transfer Shareholdings in companies consolidated according to the equity method VI.8 Investment properties V.9 Tangible assets V.10 Intangible assets V.10 Goodwill on acquisition V.12 225,806 26,684 41,744 1,841,584 1,200,183 7,286,349 0 626,569 18,827 15,761 285,092 0 321,045 35,206 25,885 2,300,299 1,001,139 6,370,220 0 677,822 0 8,701 435,886 0 29,812 25,559 59,341 11,267 4,506 28,935 34,491 51,885 11,713 3,546 TOTAL ASSETS 11,699,084 11,306,773 ASSETS In thousands of euros LIABILITIES In thousands of euros 2007 Notes 2008 2007 Central banks, CCP postal-giro a/cs Financial liabilities at a fair value by income V.1 Derivative hedging instruments V.2 Payables to credit institutions V.13 Payables to clients V.13 Liabilities in the form of securities issued V.14 Revaluation reserve for portfolios hedged by interest rates Current tax liabilities Deferred-tax liabilities V.7 Adjustment accounts, other liabilities V.8 Liabilities against assets intended for transfer Technical provisions for insurance contracts Provisions V.15 Subordinated debt V.16 Equity capital group shar - Capital and associated reserves - Consolidated reserves - Unrealised or deferred gains or losses - Net income for the year Minority interests 0 22,933 30,007 1,190,936 5,370,543 3,352,138 0 743 7,285 425,900 0 0 27,102 239,846 911,375 710,904 145,786 32,492 22,193 120,276 0 11,563 99,135 875,407 5,347,735 3,158,070 0 3,070 7,215 454,509 0 0 26,017 235,573 975,345 674,822 106,359 106,324 87,840 113,134 TOTAL LIABILITIES 11,699,084 11,306,773 87 CONSOLIDATED INCOME STATEMENTIn thousands of euros Notes 2008 2007 VI.1 VI.1 VI.2 VI.2 VI.3 605,051 (381 332) 154,748 (51,245) 2,815 530,787 (314 749) 151,831 (53,140) 3,528 VI.4 VI.5 VI.5 25,316 24,435 (4,549) 20,529 14,107 (7,212) Net banking income 375,239 345,681 General operating expenses Amortisation and depreciation expenses on intangible and tangible assets VI.6 (237,033) (231,569) (17,256) (15,271) Gross operating profit 120,950 98,841 Cost of risk VI.7 (87 984) (30 537) Net operating profit 32,966 68,304 VI.8 VI.9 VI.10 1,535 243 0 3,154 47,661 0 Income before tax 34,744 119,119 Corporation tax VI.11 (8,009) (26,684) Net income 26,735 92,435 Minority interests (4,542) (4,595) Net income – Group share 22,193 87,840 0.80 3.11 Interest and similar income Interest paid and similar expenses Commission income Commission expenses Net gains or losses on financial instruments with a fair value by performance Net gains or losses on financial assets available for sale Income from other activities Expenses on other activities Share of results from companies consolidated according to the equity method Gains or losses on other assets Variation in the value of goodwill Net profit for the year attributable to Group – per share (in ?) A nn u al R ep o rt 2 0 0 8 Table of equity capital – switchover from 31/12/2006 IFRS standardSto 31/12/2008 IFRS standards Capital andConsolidated Unrealised or deferred Net income Equity Minority Equity associated reserves reserves gains or losses attributable capital interests capital Sharel Reserves Variations Variations to Group Group total Capita associated in values in values Share with capital of assets of hedging available derivatives In thousands of euros for sale Equity capital at 31/12/2006 before appropriation – IFRS standards 428,056 231,309 82,631 115,002 (2,278) 47,108 901,828 106,772 1,008,600 – Appropriation of earnings 2006 12,171 34,937 (47,108) 0 0 - Distribution 2007 concerning 2006 (9,479) (9,479) (1,007) (10,486) Equity capital at 31/12/2006 after appropriation – IFRS standards 428,056 243,480 108,089 115,002 (2,278) 0 892,349 105,765 998,114 3,286 3,286 5,217 8,503 – Capital increase – Elimination of (789) (789) (789) of cross-holdings Subtotal of movements linked to relations 3,286 0 (789) 0 0 0 2,497 5,217 7,714 with shareholders – Effects of variations in values of financial (4,316) (2,084) (6,400) (671) (7,071) instruments 57 57 0 57 – Accounting method changes 77 77 77 – Changes in perimeter 87,840 87,840 4,595 92,435 – Income for the period (1,075) (1,075) (1,772) (2,847) – Other changes Equity capital at 31/12/2007 before appropriation IFRS standards 431,342 243,480 106,359 110,686 (4,362) 87,840 975,345 113,134 1 088 479 – Appropriation of earnings 2007 42,011 45,829 (87,840) 0 – Distribution 2008 concerning 2007 (14,119) (14,119) (1,487) (15 606) Equity capital at 31/12/2007 after appropriation IFRS standards 431,342 285,491 138,069 110,686 (4,362) 0 961,226 111,647 1 072 873 – Capital increase 7,208 7,208 – Variation in subsidiary cross-holdings on the parent company (5,929) (1,046) (6,975) (6,975) Subtotal of movements linked to relations with shareholders (5,929) 0 (1,046) 0 0 0 (6,975) 7,208 233 – Effects of variations in values of 5,888 (73,249) (2,946) (76,195) financial instruments (79,137) – A ccounting method changes – Changes in perimeter – F oreign-exchange variations 586 (592) (6) (6) – Income for the period 22,193 22,193 4,541 26,734 8,176 10 8,186 (174) 8,012 – Other changes Equity capital at 31/12/2008 IFRS standards 425,413 285,491 145,785 30,967 1,526 22,193 911,375 120,276 1,031,651 89 TABLE OF NET CASH FLOWS 2007 2008 IFRS IFRS Income before tax 119,119 15,235 +/- Net amortisation and depreciation expenses on intangible and tangible assets 730 +/- Depreciation on positive goodwill and other fixed assets +/- Net expenses to other provisions 18,485 (including technical insurance provisions) +/- Share of results from companies consolidated according to the equity method - 3,154 - 57,975 +/- Net loss/(net gain) on investment activities 0 +/- Net loss/(net gain) on financing activities 23,668 +/- Other movements Total of the non-monetary elements included in the net income before tax and other adjustments - 3,011 - 457,329 +/- Flows linked to operations with credit institutions 131,280 +/- Flows linked to operations with clientele +/- Flows linked to other operations 688,004 affecting financial assets or liabilities +/- Flows linked to other operations affecting - 136 719 non-financial assets or liabilities - Tax paid -21,161 Net reduction/(increase in assets 204,075 and liabilities from operational activities 34,744 17,253 In thousands of euros - 1,535 - 14,433 0 - 30,998 43,761 32,263 46,311 174,271 - 909 405 181 410 68,076 - 36,397 - 522,045 Total net cash flows generated by the operational activity (A) +/- Flows linked to financial assets and holdings +/- Flows linked to investment properties +/- Flows linked to tangible and intangible fixed assets 320,183 - 196,242 -4,829 -12,630 - 440,990 498,159 8,443 -24,010 - 213,700 482,592 -8,492 -98,735 -14,353 -37,070 - 107,227 - 51,423 0 4 - 745 - 9,817 Net cash flows from operational activities Net cash flows from investment activities (B) Net cash flows from financing activities (C) Effects of variations in exchange rates on cash position and equivalent positions (D) 320,182 -213,700 -107,228 0 -440,990 482,592 -51,423 4 Cash position and equivalent positions at beginning of year (1) Cash, CCP postal-giro a/cs, central banks (assets & liabilities) Accounts and demand loans from credit institutions 600,413 139,885 460,528 599,668 321,037 278,631 Cash position and equivalent positions at end of year (1) Cash, CCP postal-giro a/cs, central banks (assets & liabilities) Accounts and demand loans from credit institutions 599,668 321,037 278,631 589,851 225,804 364,047 -745 -9,817 Total net cash flows linked to investment operations (B) +/- Flows from or to shareholders +/-Other net cash flows from financing activities Total net cash flows linked to financing operations (C) Effects of variations in exchange rates on cash position and equivalent positions (D) Net increase/(decrease) in cash position and equivalent positions (A + B+ C + D) Variation in net cash position (1) The composition of the cash position and equivalent positions is obtained using the accounting balances of the demand and ordinary accounts withcredit institutions. A nn u al R ep o rt 2 0 0 8 CONSOLIDATED NOTES AND APPENDICES Note I – Bases for drawing up the group financial statements T he Crédit Coopératif Group’s annual accounts at 31 December 2008 were drawn up in conformity with the IFRS standards in force at that date, as adopted by the European regulations. They do not take into accountthe standards or interpretations published not adopted in the EU or whose application is not yet obligatory. They were closed by the Board of Directors on 12 March 2009 and put before the General Meeting held on 28 May 2009, during which they can be modified. They are made up of the balance sheet, the income statement, a table showing variations in equity capital, a table showing cash flow, and the appendices. The specific features of the Groupe Crédit Coopératif are set out below: I.1 Particular features of the GroupThe consolidated financial statements of the Groupe Crédit Coopératif consolidate the financial statements of Crédit Coopératif, société anonyme coopérative de banque populaire à capital variable (people’s bank in the form of a cooperative public limited company), and those of all the (subsidiary or non-subsidiary) credit institutions that have signed an association contract with the Crédit Coopératif, under which the latter guarantees their liquidity and solvency, and provides administrative and technical assistance. I.2 Methods for drawing up financial statements I.3 Recourse to estimatesIn some fields, preparation of the Crédit Coopératif Group’s financial statements requires formulation of hypotheses and drawing up estimations on the basis of the information available at 31 December 2008. These estimations underlying preparation of the financial statements have been drawn up in a context marked by uncertainties concerning the economic prospects and highly volatile markets. The main estimations and hypotheses put forward by the management concern evaluation of the asset depreciations and provisions, and fair value assessment of financial instruments. I.4 Absence of seasonal aspectsAs the Crédit Coopératif Group’s activities do not show any seasonal or cyclical aspects, the income for the year is not influenced by these factors. I.5 Summary formatIn the absence of a model imposed by the IFRS repository, the format used for the summary statements complies with that proposed for summary statements by the French national accounting council in its recommendation n°2004-R.03 of 27 October 2004. The subsidiaries BTP Banque, Inter-Coop, Intercop Location, Batilease, BTP Capital Investissement, and Ecofi Investissements, are fully consolidated owing to the fact that Crédit Coopératif holds 50% or more of their capital. Non-subsidiary credit institutions that have signed an association agreement are also fully consolidated. The companies in which Crédit Coopératif exercises a significant influence, have been consolidated according to the equity method. They are: - ESFIN, a financial undertaking, - COOPEST, a financial undertaking, - CGI du Bâtiment, an insurance undertaking. - COOPEST, entreprise à caractère financier. 91 CONSOLIDATED NOTES AND APPENDICES Note II – Group consolidation perimeter at 31 december 2008 II.1 Changes in the consolidation perimeter:The consolidation perimeter of the Crédit Coopératif Group at 31 December 2008 has undergone the following changes as compared with the perimeter at 31 December 2007: • a cquisition of the Polish Company Tise consolidated under full integration on 11 July 2008, • c reation of the BTP Capital conseil Company consolidated under full integration, • c reation of the Coopest Company consolidated using the equity method. II.2 The consolidation perimeter breaks down as follows:At 31 December 2008 I. CREDIT INSTITUTIONS 1) Consolidating Entity Crédit Coopératif (SCA) CONSOLIDATING ENTITY Head office: 33, rue des Trois-Fontanot 92000 NANTERRE 2) Subsidiary partner credit institutions BTP Banque (SA) Inter-Coop ( SAS) GROUPE BATILEASE (BATI LEASE INVEST) Controlling% held % stake Integration % of integration method 100% 100% 100% 100% 100% 100% IG IG 94,88% 94,88% 100% IG 3) Non-subsidiary partner credit institutions Groupe EDEL (MONINFO) 33,94% 33,94% 100% Head office: Parc de la Plaine, 5 avenue Marcel Dassault IG Head office: 2, avenue Kaarst Euralliance porte A BP 52004 - 59777 EURALILLE BP 5806 - 34505 TOULOUSE CEDEX MONINFO BP 5806 - 34505 TOULOUSE CEDEX 33,75% 33,75% 33,75% Head office: Parc de la Plaine, 5 avenue Marcel Dassault IG A nn u al R ep o rt 2 0 0 8 At 31 December 2008 Controlling% held % stake % of integration C CAISSE SOLIDAIRE 61,22% 100% 3, Contour Saint Martin - 59100 ROUBAIX O SOFINEF 4,34% 100% N 114, Boulevard du 11 Novembre 69625 VILLEURBANNE Cedex T SOCOREC R 77, rue de Lourmel - 75015 PARIS 0% IG IG 100% IG 4,59% 1,69% 3,83% 100% 100% 100% 100% 17,23% 1,47% 0,25% 100% 100% 100% IG 3,44% 100% IG 0,90% 100% IG I GEDEX DISTRIBUTION O 24, rue Chaptal - 92300 LEVALLOIS PERRET 0% 100% IG N 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% IG IG IG IG 100% 100% 100% IG Groupe ESFIN (ESFIN PARTICIPATIONS, IDES, SPOT) 37,58% 37,58% 37,58% ME 100% 100% 100% IG 100% 99,46% 100% IG 35,53% 35,53% 35,53% ME SAS Sociétariat Crédit Coopératif Banque Populaire 100% III. NON-FINANCIAL UNDERTAKINGS BTP Capital Investissement 79,42% 100% 79,42% 100% 100% IG Intercop Location (ex SICOMI COOP) 78,63% 78,63% 100% IG 33,40% 33,40% 33,40% A SOFIGARD T SOFINDI 11, rue de Belat -16000 ANGOULEME S SOFISCOP 7, rue Herpin Lacroix BP 6647- 35006 RENNES D’ SOFISCOP SUD EST 70, rue Maurice Flandrin BP 3164 A 69211 LYON Cedex 03 13 bis, boulevard Talabot- 30000 NIMES S SOFIRIF Z.I. BETHUNES BP 9032 - 95071 CERGY PONTOISE S SOMUPACA 9, place de la Liberté - 83000 TOULON O SOMUDIMEC C 2, chemin du Vieux Chêne BP 79 - 38242 MEYLAN I C.M.G.M. 39-41, rue Louis Blanc - 92038 PARIS LA DEFENSE Cedex A T NORD FINANCEMENT 40, rue Eugène Jacquet - 59078 MARCQ EN BAROEUL II. FINANCIAL UNDERTAKINGS Union des Sociétés du Crédit Coopératif (GIE) Transimmo (SARL) Société Civile Immobilière du Crédit Coopératif Société Civile Immobilière du Crédit Coopératif de Saint-Denis Ecofi Investissements Siège Social : 251, boulevard Péreire 75852 PARIS Cedex 17 Head office: immeuble La Fayette La Défense 5 2, place des Vosges 92400 Courbevoie TISE Towarzystwo Inwestycji spoleczno Ekonomicznych S.A. ROK : 2008 00-158 WARSZAWA ul. NALEWKI 8/27 BTP Capital conseil Head office: 33, rue des Trois Fontanot – 92000 NANTERRE Coopest Avenue Jules César N°2 boîte 7 0,27% Intégration method IG IG IG IG IG IG Woluwe-Saint-Pierre 1150 BRUXELLES Head office: 33, rue des Trois Fontanot 92000 NANTERRE Head office: 33, rue des Trois-Fontanot 92000 NANTERRE IV.INSURANCE UNDERTAKINGS Head office: 6, rue La Pérouse - 75016 PARIS SCA: Société Coopérative Anonyme (cooperative public limited company) SAS: Société Anonyme Simplifiée (simplified public limited company) IG ME FC: Fully Consolidated EM: Equity method 93 CONSOLIDATED NOTES AND APPENDICES Note III – General principles and methods of evaluation T he evaluation methods adopted comply with IFRS standards relating to the consolidation of financial statements as well as those relating to operations recorded. Among these operations, the procedures for handling the following items are specifically highlighted: III.1 FINANCIAL ASSETS AND LIABILITIES AT A FAIR VALUE BY INCOMEAssets and liabilities at a fair value are broken down into those classed as transactions and those which relate to options within this category in accordance with standard IAS 39. Only assets and liabilities in one of the following categories may be valued at a fair value as an option: - Hybrid instruments comprising one or more incorporated derivatives, - A group of assets or liabilities valued and managed at a fair value, - An elimination or significant reduction in an inconsistency in accounting treatment. These assets and liabilities are valued at a fair value at the applicable rate when the financial statements are drawn up with a variation in value within the income statement item entitled “net gains or losses on financial instruments at a fair value by performance”. The proportion relating to interest is posted to “interest income or expenses”. No depreciation is entered for these assets, the counterparty risk being included in the market value. On initiation, the fair value is normally the price paid or received. This fair value should be determined during the course of subsequent valuations. It should be either the price quoted when the instrument is listed on an active market, or, in the absence of an active market, a value resulting from a valuation technique which uses observable data from recent transactions, cash flow discounting or option valuation models. III.2 DERIVATIVE HEDGING INSTRUMENTS - ASSETS AND LIABILITIESIn accordance with standard IAS 39 a derivative meets the 3 following criteria: - Its value varies in line with variations in the value of a reference item (underlying), which may be a fixed interest rate, the price of a financial instrument, the price of a raw material, an exchange rate, price or rate indices, a credit rating or another variable, And - It does not require or requires a low level of net initial investment, And - It is paid at a future date. Standard IAS 39 specifies three types of hedging: - Cash flow hedging, - Fair value hedging, - Hedging of a net investment denominated in foreign currency. Hedging a net investment denominated in foreign currency is not a method used within the Group. III.2.1 Cash flow hedging Cash flow hedging is used to cover the interest-rate risk for assets and liabilities at a revisable rate as well as future transactions at a fixed rate. Derivatives are valued in the balance sheet at their fair value, the effective proportion of variations in value are posted to equity, in the line entitled «unrealised or deferred gains or losses». Recycling in the income statement takes place as net banking income at the same rate as posting hedged cash flow to the income statement. The hedged item continues to be posted in accordance with its own valuation method. The principle adopted in order to test the effectiveness of hedging involves creating “hypothetical” derivatives, whose characteristics are matched to those of the hedged item. A prospective and retrospective effectiveness test is carried out each time the financial statements are drawn up by comparing variations in the value of the hypothetical derivative with the hedging derivative. Each time the financial statements are drawn up, variations in the base fair value of coupons for derivative hedging A nn u al R ep o rt 2 0 0 8 instruments are compared with those for hypothetical derivative instruments. The ratio of their respective variations must be between 80% and 125%. When the hedged instrument is sold or if a future transaction is no longer highly probable, the cumulative unrealised gains or losses entered in equity are immediately transferred to the income statement. When the hedging relationship is broken and if the hedged item still exists thereafter, deferred gains or losses are amortised as equity in the income statement, at the same time as being recorded in the income statement as hedged cash flow. After the break, variations in the fair value of the former hedging derivative are entered in the income statement. III.2.2 Fair value hedging Fair value hedging is specifically used to cover assets and liabilities at a fixed rate. Variations in the fair value of the derivative are entered in “net gains or losses on financial instruments at a fair value by performance”. Re-discounting of the derivative is entered in «interest income or expenses». The hedged item, by way of symmetry, is revalued in terms of its component of the hedged price. Financial assets or liabilities valued at their amortised cost and benefiting from hedging continue to form the subject of an entry using the accrued interest method to which is added the value of the hedged risk entered in the income statement item entitled “gains or losses on financial instruments at a fair value by performance”. When the hedging relationship is created, the Group establishes a document presenting specifically the items in question (hedged item and hedged derivative), the hedging strategy (hedged risk, accounting rating of the hedging) and the methods for testing effectiveness (prospective valuation, retrospective valuation, measure of ineffectiveness, frequency, test results, etc.). Prospective / retrospective valuation consists of comparing variations in the current value of the asset or liability hedged at a fixed rate with those of the hedging instrument. Calculation of the current value of the hedged risk is neutralised by non-hedged risk components (credit spread and liquidity). A prospective valuation is established qualitatively by verifying that the characteristic terms of the hedged asset or liability correspond strictly with those of the hedging instrument. Each time the financial statements are drawn up, variations in the base fair value of coupons for derivative hedging instruments are compared with those for hypothetical assets/ liabilities (synthetic instruments representing the asset/ liability items to be hedged at a risk-free rate). The ratio of their respective variations must be between 80% and 125%. In the event of break in hedging (sale of the derivative or a failure to meet hedging criteria), prospective hedging accounting ceases: the hedged asset or liability ceases to be adjusted in terms of the hedged risk component and cumulative adjustments since the last date for evaluating effectiveness are amortised in the income statement in accordance with the effective interest rate method. In the event of the early redemption of the hedged item, reversal is immediate. III.3 Financial assets available for saleFinancial assets available for sale (AFS) represents a residual category containing assets that do not fulfil the conditions governing other categories outlined by standard IAS 39. For the Group, this category essentially comprises securities, whether these are fixed-income securities or variable-income securities (including portfolio-activity securities and non-consolidated shareholdings in accordance with IFRS standards). On acquisition, securities classified as AFS are valued at their fair value. Within the Group, no initial discount is recorded, the acquisition cost being equivalent to the market price. The price for entry into the balance sheet corresponds to the acquisition cost of the security, plus transaction costs attributable to the acquisition of securities (brokerage fees, commission paid to stock broking companies, stock exchange tax) increased by accrued interest. When subsequent financial statements are drawn up, these securities are valued at a fair value in equity notwithstanding the entry of interest, amortisation of discounts / premiums and depreciation for fixed-income securities in the income statement. Where these are variable-income securities, the entire variation in the fair value is entered as equity, with the exception of depreciation, which is entered in the income statement. For listed securities, the rate when the financial statements are drawn up applies. For unlisted securities, the valuation method used is the mathematical value possibly adjusted by information on the economic prospects of the entity, taking account of the liquidity of the securities. A depreciation test is carried out each time the financial statements are drawn up where the following indicators coincide: A fall in the valuation rate below the acquisition value for six consecutive months And a loss in value of at least 30%. Where there is a target depreciation index, including long-term depreciation for variable-income securities, the cumulative loss entered in the item entitled “unrealised or deferred gains or losses” is excluded from equity and recycled in the income statement. Losses in the value of variable-income securities classified as AFS are entered in net banking income in the line entitled “net gains or losses on financial assets available for sale”. When an equity instrument has been depreciated, any additional loss of value is entered in the income statement. Revaluations are entered as equity. Unrealised capital losses on fixed-income securities are capitalised as a provision for depreciation of securities (cost of risk line in the income statement) since this provision can be taken back into the income statement in the event of a subsequent increase in the value of the security equivalent to the depreciation recorded previously. Interest-rate hedged AFS securities covered by derivatives are valued at their fair value by income for the hedged risk. Actuarial deferment of the premium or discount, as well as the entry of interest for fixed-income securities, is not called into question by hedging. 95 III.4 Loans and receivables from credit institutionsand clientsIII.4.1. General provisions «Loans and receivables» are financial assets with fixed or determinable payments, which are not listed on an active market and which the Group does not intend to re-sell. All loans to clients of the Crédit Coopératif Group are entered in the category entitled “loans and receivables” including portfolios of loans acquired. All interbank credits in assets are entered in the category entitled «loans and receivables». Loans and receivables are valued subsequently at their amortised cost, which requires the items to be included in the TIE to be determined. No internal costs have been entered. External costs mainly consist of commission paid externally within the framework of setting up loans. They mainly consist of commission paid to providers for the contribution of business. Income from transactions is income linked directly to the initiation of new loans. It comprises placement fees invoiced to clients, re-invoicing of costs and financing commitment commission. The fair value of loans and receivables from credit institutions and clients is determined by discounting future anticipated cash flow. The fair value of items with an initial term of less than one year and variable-rate assets is deemed to be equal to the book value. III.4.2 Depreciation on loans and receivables Standard IAS 39 defines the methods for calculating and entering recorded losses in value on loans in the accounts. A receivable is “depreciated” if the two following conditions are met: - The existence of target depreciation indices on an individual or collective basis: this is a case of “triggering events” or “loss events” which identify a counterparty risk and which occur after the initial entry into accounts of the loans in question, - These events generate ascertained losses (“incurred losses”) in the value of future estimated cash flow for loans and measurement of this impact must be reliable. Depreciation is determined as the difference between the amortised cost and the recoverable amount, i.e. the discounted value of future estimated recoverable cash flow, taking into account the effect of securities at the original effective rate of interest. Depreciation movements are entered in cost of risk. The IAS benchmark document distinguishes between two types of depreciation: - Individual depreciation, - Collective depreciation. > Individual depreciation Individual depreciation is calculated on the basis of a schedule, receivable by receivable, by assigning future cash flow, determined in accordance with historic recovery records by category of receivable. Securities are used to limit the extent of depreciation and where a security covers the entire risk of default, no depreciation is recorded. > Collective depreciation Collective provisions cover a risk that has not yet been identified in terms of an individual receivable. In accordance with standard IAS 39, outstanding loans are grouped into uniform risk portfolios. The calculation method used within the Group is mainly based on the benchmark document for measuring risk put in place as part of the Basel II reform. It applies to a convergence of three portfolios (individual / professional / corporate) and three types of risk (pre-doubtful / non-doubtful default / sectoral). The breakdown by portfolio obeys the segmentation recommended in the benchmark document for Basel II and healthy loans are regrouped into uniform risk portfolios. Calculation is undertaken using the IT system provided by the Banque Fédérale des Banques Populaires. Use is made of an expert judgement, the calculation being adjusted by the appropriate default rate for the particular loan duration. III.5 Financial assets helduntil maturity- These are financial assets (excluding derivative instruments) with fixed or determinable payments, with a fixed or determinable maturity date and which the Crédit Coopératif Group intends and has the means to hold until maturity. They are initially entered in the accounts at their fair value, including transaction costs. They are then valued at their amortised cost in accordance with the effective interest rate method, which includes amortisation of premiums and discounts corresponding to the difference between the acquisition value and the redemption value as well as the acquisition costs of securities. They form the subject, each time the financial statements are drawn up, of a depreciation test leading, where necessary, to the recording of depreciation in the income statement, in terms of the cost of risk. Income received on these securities is presented in the item entitled “interest and similar income” in the income statement. The fair value of securities held until maturity is obtained on the basis of the rating, where it exists, and meets the criteria of standard IAS 39. If there is no rating, the fair value is obtained by discounting future anticipated cash flow. III.6 Investment propertiesIn accordance with standard IAS 40, a property is entered in the accounts as an investment property where it is held in order to secure rent or in order to increase the value of capital, or both. The conditions for entry into the accounts are identical to those detailed in the paragraph relating to fixed assets, i.e. where: - It is likely that the future economic benefits associated with this asset will accrue to the company, - The cost of this asset can be valued in a reliable manner. The accounting treatment of property investments is identical to that for fixed assets (valuation at cost minus cumulative amortisation and losses in value). A nn u al R ep o rt 2 0 0 8 The gains or losses from selling the investment property are entered in the income statement in the line entitled “Net income or expenses for other activities”. III.7 Capital assets Capital assets include tangible operating assets, property acquired with a view to outright rental and property temporarily not leased within the framework of a direct financing lease as well as intangible assets. In accordance with standards IAS 16 and IAS 38, a tangible or intangible asset is entered in the accounts as an asset if: - It is likely that the future economic benefits associated with this asset will accrue to the company, - The cost of this asset can be valued in a reliable manner. In accordance with IFRS 1, the Group decided not to opt for valuation at a fair value for the opening balance sheet of 2006. III.7.1 Tangible assets Gross amounts outstanding are broken down into items based on the existence of different periods of utilisation for each of the separate items constituting the same asset. Borrowing costs are not included when calculating the gross value of assets. The useful life values applied within the Group are as follows: ItemsUseful Life Land Non destructible external walls External walls/roof/watertightness Foundations/framework External refurbishment Technical installations Interior fittings Not applicable Not applicable 20-40 years 30-60 years 10-20 years 10-20 years 8-15 years For other categories of tangible assets, the useful life is generally within a bracket of 5 to 10 years. The items are amortised on the basis of the gross value minus the residual value and their useful life. The residual value is defined as the current value of the asset at the end of its probable useful life. III.7.2 Intangible assets Intangible assets are valued at their acquisition cost. As regards software developed internally, development costs are capitalised if they meet the conditions outlined by standard IAS 38. Leasing rights are amortised on a linear basis over the residual life of the lease and, where necessary, are subject to depreciation on the basis of the market value. III.8 Shareholdings in companiesconsolidated accordingto the equity method Esfin and CGI Bâtiment, companies in which Crédit Coopératif exercises a significant influence, have been consolidated according to the equity method. This method makes it possible to substitute, for the book value of securities, the proportion they represent in the equity of consolidated companies. At 31 December 2008, the value of securities included in the balance sheet totalled €29.812 million, of which ESFIN for €17,200 million, Coopest for €1.068 million and CGI du Bâtiment for 11.544 million. The consolidated income statement includes the proportion of the net income of companies consolidated according to the equity method, i.e. €343,000 for Esfin, €18,000 for Coopest and €1,174,000 for CGI du Bâtiment. III.9 Goodwill on acquisitionPositive goodwill is entered in the balance sheet at its historic cost in its original currency and is then converted using the exchange rate on the period-end date. Any adjustments to the acquisition cost are made within a period of 12 months from the acquisition date. Negative goodwill is entered directly into the income statement as income in the item entitled “variation in the value of goodwill”. Positive goodwill is not amortised but forms the subject of a depreciation test as soon as indications of losses in value emerge or at least once a year, using the net current value method for future cash flow. On 31/12/2008, positive goodwill recorded for Ecofi Investissements did not form the subject of depreciation. III.10 Payables to creditinstitutions and clientsPayables to credit institutions and clients are valued in accordance with standard IAS 39 in other financial liabilities using the method known as amortised cost method. On initiation, these payables are entered at their fair value, which corresponds to market conditions for the Group, which consequently does not result in any discount or initial premium being entered. Entries are made including transaction costs and relate to liabilities with an initial maturity of more than one year. During the course of subsequent valuations on the dates for drawing up the financial statements, the amortised cost method consists of reducing the debt by repayments. Interest accrued or outstanding is entered in the income statement in the item entitled “interest and similar expenses”. For structured term deposit accounts classified as payables to credit institutions and clients, the incorporated derivative and the host contract are entered separately in the accounts when the three following conditions are met: - The hybrid contract is not entered with a fair value by income, - The incorporated instrument complies with the definition of a derivative, - The economic characteristics of the derivative are not “closely linked” to those of the host contract. 97 The incorporated derivative is entered in the accounts at its fair value and variations in the fair value are entered in the income statement in accordance with the treatment reserved for derivative instruments, and the remaining host contract is entered at its amortised cost. The fair value of payables to credit institutions and clients is determined by discounting future payable cash flow. Where there is a rating fulfilling the criteria of standard IAS 39, the rating is used. III.11 Liabilities in the formof securities issued Liabilities in the form of securities (short-term loan notes, interbank market securities, etc.) are broken down depending on the nature of their base, with the exclusion of subordinated securities classified in the item entitled “subordinated debt”. These payables are valued at the fair value on initiation, i.e. their issue price minus possible transaction costs, then valued at their amortised cost using the effective interest rate method (TIE). No internal income or expenses are included in the TIE calculation. External costs, which correspond to transaction costs, are included. Issues are made under market conditions without entering a market discount. Premiums/discounts relating to the difference between the issue value and the redemption value form an integral part of determining the TIE. Actuarial deferment of the discount represents interest (net banking income). Accrued interest on these payables is posted to a counterparty related-payables account for the related income-statement items. For structured issues classified as liabilities in the form of securities, the incorporated derivative and the host contract are entered separately in the accounts when the three following conditions are met: - The hybrid contract is not entered with a fair value by income, - The incorporated instrument complies with the definition of a derivative, - The economic characteristics of the derivative are not “closely linked” to those of the host contract. The incorporated derivative is entered in the accounts at its fair value and variations in the fair value are entered in the income statement in accordance with the treatment reserved for derivative instruments, and the remaining host contract is entered at its amortised cost. Issues of structured securities form the subject, in accordance with standard IAS 39, of a branching off of the incorporated derivative, which is entered in the accounts at its market value. The flow of loans and liabilities on securities is updated depending on the value of market rates, including a credit risk on the date for drawing up the financial statements for a liability with the same residual maturity. III.12 Provisions III.12.1 Provisions for liabilities Provisions for liabilities represent liabilities whose maturity or amount is in doubt. They are entered in the accounts subject to the existence of a current obligation resulting from a past event, which will probably or certainly provoke an outflow of resources, the amount of which may be estimated in a reliable manner. The amount entered in the accounts as a provision corresponds to the best estimate of the expenditure needed to settle the current obligation on the period-end date. Provisions are reviewed on each period-end date and adjusted to reflect the best estimate on that date. No possible liabilities are entered. In accordance with standard IAS 37, a provision for contingencies is entered in the accounts for a financing commitment if a risk of loss appears as a counterparty to this commitment (risk of failure during the course of the period of the undertaking). In this case, the institution covers the risk of a future failure, the financing commitment being irrevocable. Provisions and reversals of provisions are entered in the income statement on the appropriate lines for the nature of the future expenditure covered. III.12.2 Building-saving provisions The aim of building-saving provisions is to cover the two risks presented by the system: - The risk of granting future credit at a regulated rate that is below market conditions, - The risk of remunerating the savings amassed at disadvantageous conditions in comparison to future market conditions. These two risks are evaluated in a prospective manner, until the redemption of outstanding savings entered in the balance sheet, resulting in the need to shape the development of current outstanding amounts (collection of funds and conversion of credit) on the basis of assumed future rates and client behaviour. In order to determine the building-savings provision, the Crédit Coopératif Group uses the model developed by the Banque Fédérale des Banques Populaires. The method comprises three stages: Stage 1: Modelling a 30 year outflow rule, on the basis of outflows recorded for all live generations for the past five years, including sensitivity to client behaviour, both for investment outflows and conversion into credit, depending on the difference between the regulated rates and market rates. Stage 2: Generation of 10,000 outflow scenarios on the basis of a random sample of 10,000 rate paths determined using a method known as the Monte Carlo method (the OrnsteinUhlenbeck process), by applying a spread process with a regression to the mean. This method includes a correlation matrix between the different indices based on a 10-year historic record; the target level of regression to the mean for each of the indices being determined on the basis of longterm forecasts from the Group’s economists, which are also A nn u al R ep o rt 2 0 0 8 applied to management of the balance sheet. Stage 3: Calculation of the final provision is a result of the average differences recorded for each of the scenarios between cash flow established on the basis of regulated rates (savings excluding government premiums or credit) and that calculated on the basis of future market rates determined by the model for each outflow year for equivalent income; these differences are updated using the mean curve for month-end rate swaps for the past twelve months. For the savings phase, the equivalent income is indexed to the Fidélis progressive term deposit accounts, available within the Banque Populaire network; for the credit phase, the rates are determined with reference to the average margin recorded over the past three years between the 5-year no-risk rate (average term for credit put in place) and the rate for the production of home credits granted under market conditions. Provisions are only created for net losses by rate generation, net gains not being entered. Finally, each of the 10,000 provisions is calculated with a deduction for cash flow relating to outstanding amounts seen as unaffected by changes in rates. In order to be prudent, this no-risk profile is capped at a level recorded when each generation reaches its tenth year, and is then discharged in a linear manner over the following twenty years. The risks for Building-Savings Accounts (CEL) are obtained using a similar method, with the aid of distinct conversion assumptions. Nevertheless, only the risk of conversion into credit is provisioned, remuneration of the savings phase being revisable and indexed to market rates. The future value of CEL credit rates is determined by the model based on the regulatory formula. Finally, the total provision includes the difference recorded for stocks of live PEL and CEL loans on the calculation date, between discounted future cash flows and the market rate for the year in which these credits were put in place, on the one hand, and the regulated rate granted to the client, on the other hand. This difference is then drawn-down actuarially over the maturity period of the loans in question.. III.12.3 Provisions for corporate liabilities The provision entered in the balance sheet represents the actuarial value of retirement commitments and assimilated allowances concerning serving staff. It is reduced by the market value of assets applied to cover commitments and reduced or increased by the resulting actuarial differences: - Experiential differences due to demographic variables - Changes in actuarial assumptions (discount rate, outgoing rate, salary increase rate) - Differences recorded between the actual return and the anticipated return from hedged asset plans. At 31 December 2008, the bank’s main actuarial hypotheses were as follows: - Adjustment rate = 4.25%, - Expected rate of return = 0%, 2% or 4% depending on the funds. The corridor method has been applied for retirement and similar commitments (retirement lump sums). A reminder is given here that evaluation of the retirement lump sums was affected in 2005 by the French ministerial application order of 18 July 2005 authorising employers to arrange for staff to retire without having to pay contributions. This impact was analysed as a change of scheme to be depreciated over the remaining period for acquisition of right as from July 2005. At 31 December 2007, the evaluation of the retirement lump sums took into account the French social security finance law for 2008: - The lump sums paid to staff on retirement were subject to payment of employer contributions at a 25% rate from 11 October 2007 to 31 December 2008, and then 50% as from 1 January 2009, - As from 2010, it will no longer be possible to arrange for staff to retire before their 65th birthday. As from 1 January 2008, the impact stemming from these legal modifications was spread over the average period before retirement as noted in 2005. At 31 December 2008, the evaluation of the retirement lump sums took into account the French social security finance law for 2009: - The possibility of arranging for staff to retire at the age of 65 was conserved for 2009 only, - As from 2010, the possibility of arranging for staff to retire is no longer envisaged. As from 1 January 2009, the impact stemming from these legal modifications will be spread over the average period before retirement as noted in 2005. III.13 Subordinated debtSubordinated debt distinguishes between receivables or bonds issued for repayment, which will only take place after all the preferential or unsecured creditors have been paid, but before the repayment of loans, near-equity loans and super subordinated loans. It is valued using the amortised cost method. III.14 Repo and reverse repooperations In the assignor’s accounts: The securities are not removed from the accounts. The Group enters a liability representing a commitment to refund cash received (“Securities delivered on repo”). This debt is a financial liability entered at its amortised cost and not at its fair value. In the assignee’s accounts: There is no entry of assets received but of a receivable as regards the assignor representing the cash loaned. The figure drawn down to assets is entered in an account entitled “Repo securities received”. This receivable is entered in the category entitled “loans and receivables”. When subsequent financial statements are drawn up, the securities continue to be valued in the assignor’s accounts in accordance with the rules for their original category. In the assignee’s accounts, the receivable is left at its nominal value in loans and receivables. 99 CONSOLIDATED NOTES AND APPENDICES Note IV – Further information The consequences of the subprime crisis for the financial activities_ of Crédit Coopératif_ T he subprime crisis, which emerged during the summer of 2007, has had major consequences for the financial management of a large number of banks, and investment banks in particular. It should be remembered that this crisis, caused by an extremely severe rise in the level of defaults on the most high-risk American mortgage loans (representing outstanding debt of more than 1,000 billion dollars, with the dollar itself experiencing a major rise in comparison to 2005 and 2006), has spread throughout the entire planet because of securitisation: loans have been transferred by institutions, which have extended them to entities created for this purpose (special purpose vehicles), which issue different ranking bonds (from AAA to the subordinated bracket) in order to refinance themselves. Crédit Coopératif’s financial investments are made partly in the form of variable-rate or fixed-rate bonds hedged by swaps. The maturity of bonds (3 years maximum, without exception) and the policy adopted by Financial Management have enabled our institution to escape from the investments used for subprime securitisation. All of the securitisation held by the Crédit Coopératif, apart from securitisation mutual funds for small and medium sized French companies, linked to our commercial activities, is less than 20 million euros and essentially comprises securitisation for small and medium sized German companies purchased after the markets fell. The amount of securitisation purchased before the crisis is less than 6 million euros and comprises AAA brackets, diversified in terms of both sector and geographically. A nn u al R ep o rt 2 0 0 8 CONSOLIDATED NOTES AND APPENDICES Note V – Notes relating to the balance sheet V.1 FINANCIAL ASSETS AND LIABILITIES AT FAIR VALUE BY INCOME V.1.1 FINANCIAL ASSETS AT FAIR VALUE BY INCOME In thousands of euros Notes 2008 2007 Securities relating to trading operations Securities - Fixed-income securities - Variable-income securities (1) Financing against repo stock or securities received Derivative instruments excluding hedging VI.1.6 - Trading operations - Other items Securities at fair value as an option Securities - Fixed-income securities - Variable-income securities (1) Financing against repo stock or securities received Loans and receivables at fair value by income Loans and receivables at fair value as an option Loans and receivables at fair value – held for the purpose of trading 185 185 0 185 0 16,877 16,877 0 9,622 9,622 5,247 4,375 0 0 0 0 4,341 4,341 4,141 200 0 6,008 6,008 0 24,857 24,857 24,857 0 0 0 0 0 TOTAL 26,684 35,206 (1) The breakdown of variable-income securities valued on a stock market (listed securities) or in accordance with another estimation method is as follows: > VARIABLE-INCOME SECURITIES AT FAIR VALUE BY INCOME 2008 In thousands of euros 2007 Valuation onOther valuation Total Valuation onOther valuation a stock market methods a stock market methods Securities relating to trading operations Total 185 0 185 200 0 200 Securities at fair value by income as an option 4,375 0 4,375 0 0 0 Total 4,560 0 4,560 200 0 200 101 V.1.2 Conditions for classification of financial assets at fair value as an option 2008 In thousands of euros Book value Accounting bias at 31 december 2008 Management at fair value Existence of an incorporated derivative Loans or receivables from credit institutions 0 0 0 0 Loans or receivables from clients 0 0 0 0 Fixed-income securities 5,247 312 0 4,935 Variable-income securities 4,375 4,375 0 0 Total 9,622 4,687 0 4,935 Use of the fair value option is seen as providing more relevant information in the first two cases presented and where there are significant and separable incorporated derivatives. V.1.3 FINANCIAL LIABILITIES AT FAIR VALUE BY INCOME In thousands of euros at 31 december 2008 Notes 2008 Securities at fair value relating to trading operations Securities - Fixed-income securities - Variable-income securities Securities or stock delivered on repo Securities at fair value by income as an option Securities - Fixed-income securities - Variable-income securities Securities or stock delivered on repo Derivative instruments excluding hedging V.1.6 Other liabilities at fair value by income 0 0 0 0 0 1,522 1,522 1,522 0 0 17,998 3,413 Total 22,933 2007 0 0 0 0 0 1,343 1,343 1,343 0 0 4,744 5,476 11,563 A nn u al R ep o rt 2 0 0 8 V.1.4 Financial assets at fair value as an option and credit risk The book value of financial liabilities at fair value by income corresponds to the fair value of instruments entered in the balance sheet. The amount contractually due on maturity represents, for borrowing, the amount of capital remaining due plus deferred interest. For liabilities represented by a security, the redemption value is applied. Book value In thousands of euros at 31 december 2008 2008 Amount Difference contractually due on maturit (1) (2) Variation in the fair value financial liabilities at fair value as an option (1) - (2) Period Cumulative Payables to credit institutions Payables to clients Liabilities in the form of securities issued Subordinated debt Other liabilities (including repo) 0 3,413 1,522 0 0 0 3,500 1,500 0 0 0 (87) 22 0 0 0 437 171 0 0 0 (87) 14 0 0 Total 4,935 5,000 (65) 608 (73) 2007 Book value In thousands of euros at 31 december 2007 (1) Amount Difference contractually due on maturit (2) (1) - (2) Payables to credit institutions Payables to clients Liabilities in the form of securities issued Subordinated debt Other liabilities 0 5,476 1,343 0 0 0 6,000 1,500 0 0 0 (524) (157) 0 0 Total 6,819 7,500 (681) V.1.5 Conditions for classification of financial liabilities at fair value as an option In thousands of euros at 31 december 2008 Book value Accounting bias 2008 Management at fair value Existence of an incorporated derivative Payables to credit institutions Payables to clients Liabilities in the form of securities issued Subordinated debt Other liabilities 0 3 413 1 522 0 0 0 0 0 0 0 0 0 0 0 0 0 3 413 1 522 0 0 Total 4 935 0 0 4 935 Use of the fair value option is seen as providing more relevant information in the first two cases presented and where there are significant and separable incorporated derivatives. 103 V.1.6 Derivative hedging instruments – assets and liabilities In thousands of euros 2008 at 31 december NotionalAssets Liabilities Notional Firm transactions - Interest-rate derivatives - Foreign-exchange derivatives - Share derivatives - Other contracts Optional transactions - Interest-rate derivatives - Foreign-exchange derivatives - Share derivatives - Other contracts Credit derivatives Total 2007 Assets Liabilities 1,043,934 841,233 16,206 10,536 17,609 11,576 1,108,898 595,225 5,095 2,307 4,605 1,967 197,878 5,670 6,032 496,272 2,788 2,637 0 4,823 0 0 0 1 0 17,401 0 0 0 1 108,513 108,513 671 671 389 389 77,312 77,312 913 913 139 139 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1,152,447 16,877 17,998 1,186,210 6,008 4,744 V.2 Derivative hedging instruments – assets and liabilitiesV.2.1 Cash flow hedging In thousands of euros 2008 at 31 december NotionalAssets Liabilities Notional Firm transactions - Interest-rate derivatives - Foreign-exchange derivatives - Share derivatives - Other contracts Optional transactions - Interest-rate derivatives - Foreign-exchange derivatives - Share derivatives - Other contracts Credit derivatives Total 2007 Assets Liabilities 153,986 153,986 5,362 5,362 2,993 2,993 250,851 250,851 0 0 6,631 6,631 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 153,986 5,362 2,993 250,851 0 6,631 A nn u al R ep o rt 2 0 0 8 V.2.2 FAIR VALUE HEDGING 2008 In thousands of euros NotionalAssets Liabilities Notional at 31 december 2007 Firm transactions - Interest-rate derivatives - Foreign-exchange derivatives 25,885 92,504 25,885 92,504 36,382 36,382 27,014 27,014 1,425,417 1,425,417 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1,099,111 36,382 27,014 1,425,417 - Share derivatives - Other contracts - Share derivatives - Other contracts Dérivés de crédit Total Liabilities 1,099,111 1,099,111 Optional transactions - Interest-rate derivatives - Foreign-exchange derivatives Assets 25,885 92,504 V.3 Financial assets available for saleIn thousands of euros at 31 december Loans outstanding - Loans and receivables - Related receivables - Other 2008 0 0 0 0 Securities - With a fixed income - With a variable income - Related receivables 1,890,290 1 367,629 500,950 21,711 Total before depreciation 1,890,290 Depreciation - Loans and receivables - Fixed-income securities - Variable-income securities Total (48,706) 0 (43,307) (5,399) 1,841,584 2007 2 0 0 2 2,302,718 1,976,437 303,113 23,168 2,302,720 (2,421) 0 0 (2,421) 2,300,299 105 V.4 Loans and receivables from credit institutions and clientsV.4.1 Loans and receivables from credit institutions In thousands of euros 31 december Notes 2008 Healthy loans Healthy loans V.4 1.1 Collective depreciation Net 1 200 183 0 1 200 183 Doubtful loans Doubtful loans Individual depreciation Net 1 005 (1 005) 0 1 200 183 Total (1) 2007 1 001 139 0 1 001 139 173 (173) 0 1 001 139 (1) At 31 December 2007, the fair value of loans and receivables from credit institutions, determined in accordance with the procedures presented in note V.6.7, stood at 1,212,256,000 euros. V.4.1.1 Healthy loans for credit institutions In thousands of euros 31 december Notes Financing leases 2008 2007 0 0 Accounts and loans 882,791 740,246 Overdrafts on current accounts 292,524 205,926 4,500 4,500 Financing against repo stock or securities received 0 38,150 Other items 0 0 20,368 12,3177 1,200,183 1,001,139 Fixed-income unlisted securities Related receivables Total V.4.2 PRÊTS ET CRÉANCES SUR LA CLIENTÈLE In thousands of euros 31 december Notes 2008 2007 Healthy loans Healthy loans V.4 2.1 Collective depreciation Depreciation of securities Net 7,160,726 (30,706) (1,170) 7,128,850 6,231,529 (30,272) (59) 6,201,198 Doubtful loans Doubtful loans Individual depreciation Net(1) 360,736 (203,237) 157,499 345,285 (176,263) 169,022 7,286,349 6,370,220 Total (2) (1) The hedging rate for doubtful loans stood at 56% at 31 December 2008 compared to 51% at 31 December 2007. (2) At 31 December 2007, the fair value of loans and receivables from clients, determined in accordance with the procedures presented in note V.6.7, stood at 7,238,790,000 euros. A nn u al R ep o rt 2 0 0 8 V.4.2.1 Healthy loans for clients In thousands of euros 31 december Notes 2008 2007 Financing leases V.4.2.2 908,437 878,544 Other loans and receivables V.4.2.3 5,756,887 4,802,163 Overdrafts on current accounts 423,842 483,579 Fixed-income unlisted securities 61 7 278 Financing against stock for repo securities received 31,157 29,850 Factoring 0 0 Other items 924 519 Related receivables 39,418 29,596 Total 7,160,726 6,231,529 V.4.2.2 Financing lease operations with clients V.4.2.2.1 Financing lease loans 2008 2007 In thousands of euros 31 december Property Equipment TOTAL Property Loans to clients 696,401 212,036 908,437 685,826 12,465 18,698 (6,233) 2,874 4,214 (1,340) 15,339 22,912 (7,573) 21,600 23,589 (1,989) 708,866 214,910 923,776 707,426 Net doubtful loans Doubtful loans Depreciation on doubtful loans Total Equipment TOTAL 192,718 878,544 2,043 3,360 (1,317) 23,643 26,949 (3,306) 194,761 902,187 V.4.2.2.2 Residual maturity of financing lease contracts at 31/12/2007 2008 In thousands of euros at 31 december 2008 Residual maturity Less than between 1 Over Cannot be 1 year and 5 years 5 years broken down Financing leases Gross investment 125,779 313,027 Updated value of minimum payments to be received 107,488 262,471 Financial income not acquired - - Optional rent entered in the accounts - - sStock of provisions for a failure to collect minimum payments - - Outright rental Minimum payments to be received under the terms of dnon-terminable contracts Optional rent entered in the accounts 201,673 0 157,781 0 - 107,157 - TOTAL 640,479 527,740 107,157 - 2,090 2,090 0 2,647 584 854 1,209 - - - 107 V.4.2.3 Other loans and receivables from clients In thousands of euros 31 december Notes 2008 Commercial debts Export credits Liquidity and consumer credit facilities Equipment loans Home loans Other client loans Total 2007 315,125 337,779 5,208 6,046 541,114 446,005 4,219,965 3,504,368 609,161 450,012 66,314 57,953 5,756,887 4 802,163 V.5 Financial assets held until maturityIn thousands of euros 31 december 2008 2007 Government stock Gross value provisions Related receivables Net government stock 413,459 0 9,389 422,848 462,447 0 10,062 472,509 Bonds Gross value Depreciation Net bonds 0 0 0 0 0 0 Autres Gross value Depreciation Related receivables 200,279 0 3,442 201,880 0 3,433 Other net items 203,721 205,313 Total 626,569 677,822 The fair value of securities held until maturity, determined in accordance with the procedures presented in note V.6.7, was 643,633,000 euros at 31 December 2008. A nn u al R ep o rt 2 0 0 8 V.6 Other information relating to financial assetsV.6.1 Financial assets delivered on repo This table itemises the book value of financial assets delivered as security for liabilities. These are securities delivered on repo and stockdelivered (stock or securities) not on repo, which are maintained in assets in the balance sheet. In thousands of euros 31 december 2008 2007 Equity instruments Debt instruments Loans and advancess Other items 0 199,364 255,065 75,093 0 583,136 100,152 0 Total 529,522 683,288 V.6.2 Financial assets received as security and which can be transferred or re-delivered as security Standard IFRS 7 classifies by nature assets received as security and entered in assets in the balance sheet, within the framework of financial guarantee contracts with a right of reuse that can be exercised in the absence of the failure of the holder of the security. The French regulatory V.6.3 framework for these contracts is determined by order 2005171 of 24 February 2005. Repo operations are excluded from this framework. To date, no assets received as security within the aforementioned framework have been identified within the Crédit Coopératif Group. Financial assets transferred and not removed from the accounts IFRS 7 requires information on assets transferred and not removed from the accounts, i.e. transfers that do not comply with the conditions for removal from the accounts set out in §15 to 37 of standard IAS 39. To date, no financial assets transferred and not removed from the accounts have been identified within the Crédit Coopératif Group. V.6.4 Restructured financial assets This table itemises restructured loans classified as healthy loans. Restructuring differs from commercial renegotiation because of an initial counterparty risk. 2008 2007 Loans and receivables from credit institutions Loans and receivables from clients Financial assets available for sale Financial assets held until maturity 0 317 0 0 0 9,355 0 0 Total 317 9,355 In thousands of euros 31 december 109 V.6.5 Outstanding financial assets not depreciated Outstanding assets are those recording payment arrears but which have not been depreciated. The declared amount is the total of the loan plus unpaid amounts. Positioning on maturities is carried out from the date of the first recorded non-payment for the loan in question. 2008 Payment arrears <= 90 days (1) > 90 days <= 180 days > 180 days <= 1 year > 1 year TOTAL In thousands of euros 31 december Debt instruments Loans and advances Other financial assets Total 0 98,778 0 98,798 0 1,921 0 1,921 0 534 0 0 1,301 0 0 102,534 0 534 1,301 102,534 (1) the amount of outstanding assets for a period of less than 31 days stands at €76 million, i.e. 74% of the total. V.6.6 Fair value of guarantee instruments covering outstanding or depreciated financial assets The policy of accepting securities for contracts is implemented upstream of their declaration as outstanding or doubtful assets. In effect, the choice of security is made when the loan decision is taken. This choice is closely linked to the quality of the client, the type of loan granted and the estimate of changes in the risk relating to the loan. The Crédit Coopératif Group does not limit its choice in terms of securities and offers itself all options, whilst complying with legal constraints. Securities received by Crédit Coopératif on contracts issued can be grouped into large families: - Financial (deposit, security deposit, delegation, collateral security, etc.) - Tangible (preferential right, mortgage, pledge, collateral security, warrant, retention of title, etc.) - Intangible (collateral security) - Receivables (transfer, delegation) - Guarantee (certificate, joint, not joint) - by signature (downstream, first demand, guarantee fund, bank acceptance, letter of intent, counter-guarantee) Any security received and supporting a contract, is retained at the registered office, and is entered in a central computer system for securities. For this purpose, procedures for entering and monitoring securities have been revised. This central system enables an automatic valuation to be carried out or an expert assessment to be obtained of all the valid securities held, at regular intervals. The creation of this central system has required retrieval of all valid securities for all contracts. This retrieval is not complete. In addition, for the securities entered, valuation is not yet exhaustive and checks are yet to be carried out to validate processes. Within the framework of Basel II operations, these two areas will be a priority within the Banque Populaire group and should be completed by the end of 2008. With this in mind, given the incompleteness of data for valuing securities faced with sensitive or doubtful receivables, the Crédit Coopératif group prefers to refrain from passing on this data. A nn u al R ep o rt 2 0 0 8 V.6.7 Fair value of financial assets 2008 BookFair valueFair valueFair valueFair value in accordance with value determined determined internal valuation techniques on the basis on the basisFair valueVariation in the fair In thousands of euros of ratings of a valuation value entered in the 31 december technique income statement Financial assets held for the purpose of trading 17,062 17,062 185 16,877 0 (912) Financial assets designated at fair value by means of income 9,622 9,622 4,683 4,939 4,940 (1,880) 41,744 41,744 0 41,744 14,331 (3,783) Financial assets available for sale 1,841,584 1,841,641 706,750 1,134,891 377,234 - Loans and receivables from credit institutions 1,200,183 1,212,890 0 1,212,890 1,212,890 - Loans and receivables from clients 7,286,349 7,328,790 0 7,328,790 7,328,790 - Derivative hedging instruments (assets) Revaluation reserve for portfolios hedged by interest rates Assets held until maturity Total 0 0 0 0 0 0 626,569 656,463 656,463 0 0 - 11,023,11311,108,212 1,368,081 9,740,131 8,938,185 (6,575) Columns 3 and 4 of the table are a breakdown of column 2. Column 4 comprises two types of valuation, those based on observable market data and those based on internal models. The fair value determined on the basis of ratings is the fair value obtained on the valuation date, by direct reference to prices published on an active market to which the entity has access. Where the fair value is determined on the basis of a valuation technique, there is a need to determine whether the valuation is based on observable or non-observable data. A certain number of products, in particular derivative products, are valued on the basis of valuation models. Valuations obtained may be equated with market prices where they are based on observable parameters and recognised models and market standards (i.e. for which the valuation techniques are widely used) for the financial instrument in question. Where one of these two conditions is not met, the valuation obtained will be seen as Marked-to-Model and not as Markedto-Market. In accordance with the standard, a parameter is defined as observable if it is non proprietary: the data should come from an easily accessible source outside the institution: it should be easy to access the data, for example via the services of data or contribution suppliers, it should be available regularly, be based on a consensus and on market transactions (realised or by means of ratings representing a commitment by the counterparty to be processed). Analysis of this observable character is based on each of these sources individually or a combination of the latter. The specific case of receivables and payables as regards clients The fair value of loan portfolios and receivables and payables as regards clients has been systematically entered in the column entitled ‘Fair value determined in accordance with valuation techniques not based on observable market data’ in the absence of general external ratings for these portfolios. The fair value of loans is determined on the basis of internal valuation models consisting of updating future recoverable flows of capital and interest over the remaining term at the production rate for the month for loans in the same category and with the same maturities. The book value is deemed to represent the market value in the following cases: - variable-rate assets, where changes in interest have no significant impact on the fair value, insofar as rates adjust themselves frequently to market rates, - short-term financial assets and liabilities (whose initial term is less than or equal to one year), insofar as the sensitivity to interest rate and credit risks is not significant over the period, - liabilities due on demand. 111 V.7 Deferred-tax assets and liabilitiesDeferred tax results from existing time differences in the company accounts, or caused by consolidation adjustments, between the book and tax values of balance sheet assets and liabilities. It is calculated using the carry-forward method, and therefore on the basis of future applicable tax rates. 2008 2007 Principal sources of deferred tax (1) Unrealised finance-leasing reserve (14,727) Fair value of financial instruments whose variation is posted to reserves 29,774 Fair value of financial instruments – Other items 2,327 Provisions for corporate liabilities 784 Employee profit sharing 2,132 Organic 1,978 Regulated provisions for savings 904 Other non-deducted provisions 21,767 Provision for investment (5,788) Ordinary deficits and ARD 5,086 Amortised cost (12,485) Unrealised gains on UCITS 2,417 Other time differences 11,674 (14,132) (111,231) (5,828) 576 5,623 1,699 1,190 6,665 (4,617) 5,003 5,712 13,582 (5,756) In thousands of euros at 31 december The net balance for deferred tax, appearing in assets and liabilities on the assets / liabilities line for deferred tax, results from the following principal differences: Total for gross sources of deferred tax Deferred tax assets not entered Total for net sources of deferred tax Deferred tax entered in the accounts Deferred tax at the ongoing rate Deferred tax - Contributions and CSB Deferred tax at a reduced rate Total deferred tax entered in the accounts of which - deferred tax debits - deferred tax liabilities 45,843 (101,514) (4,897) (4,591) 40,946 (106,105) 9,266 271 (1,061) 2,952 97 (1,563) (8,476) 1,486 15,761 (7,285) 8,701 (7,215) (1) the sources of deferred tax generating deferred tax debits are marked with a plus sign, and those generating deferred tax liabilities are marked with a minus sign. (2) Including «collective depreciation» and «effect of updating individualised depreciation». 112 Annual Report 2008 V.8 Accruals, sundry assets and liabilitiesASSETS 2008 2007 V.8.1.1 V.8.2.1 50,231 234,860 63,909 371,977 Total 285,092 435,886 In thousands of euros at 31 december Notes Other assets and miscellaneous employment of funds Accruals LIABILITIES In thousands of euros at 31 decemberNotes 2008 2007 Other liabilities Accruals V.8.1.2 V.8.2.2 194,111 231,789 180,822 273,687 Total 425,900 454,509 In thousands of euros at 31 december 2008 2007 Settlements of transactions in securities Property development Other stocks and miscellaneous employments of funds Sundry debtors Related receivables 3,293 0 22 44,553 2,363 10,198 0 25 52,975 711 50,231 63,909 2008 2007 0 145,700 8,293 42,145 (2,027) 0 0 135,095 1,614 42,145 1,968 0 194,111 180,822 2008 2007 69,949 0 3,884 38,557 0 122,470 90,656 0 10,156 45,927 1 225,237 234,860 371,977 V.8.1 Other assets and sundry liabilities V.8.1.1 Other assets and miscellaneous employment of funds Total V.8.1.2 Other liabilities In thousands of euros at 31 december Liabilities on securities Sundry creditors Settlements of transactions in securities Investment grant Other items Related accounts payable Total V.8.2 Accruals V.8.2.1 Asset accruals In thousands of euros at 31 december Collection accounts Adjustment account Prepayments Deferred income Other deferred charges Other accruals Total 113 V.8.2.2 Liability accruals In thousands of euros at 31 december 2008 2007 95,111 129 29,066 57,178 50,305 81,988 0 28,213 49,418 114,068 231,789 273,687 Collection accounts Adjustment account Unearned income Accrued charges Other items Total V.9 Investment properties2008 In thousands of euros 31 december Investment properties - At a fair value - At a historic cost Total Gross Amortisation Net Gross value and depreciation value value 2007 AmortisationNet and depreciation value 0 64,152 - (38,593) 0 0 25,55974,120 – (39,629) 0 34,491 64,152 (38,593) 25,55974,120 (39,629) 34,491 V.10 Capital assetsV.10.1 Tangible and intangible assets 2008 In thousands of euros 31 december Gross Amortisation Net Gross value and depreciation value value Tangible assets 136,126 Assets subject to a financing lease 0 - Constructions 0 - Other items 0 Owned assets 136,126 - Shares in property investment companies 0 - Land and constructions 92,539 - Other items 43,587 Intangible assets 60,114 Leasehold rights 10,555 Software 46,299 Other items 3,260 Assets intended for transfer Tangible assets Other items Total 114 2007 AmortisationNet and depreciation value (76,785) 59,341119,921 (68,036) 51,885 0 0 0 (76,785) 0 0 0 0 0 0 59,341119,921 0 0 0 (68,036) 0 0 0 51,885 0 (50,127) (26,658) (48,847) (8,293) (40 549) (5) 0 0 42,412 82,465 16,929 37,456 11,26754,295 2,262 10,165 5,750 43,013 3,255 1,117 0 (42,507) (25,529) (42,582) (7,810) (34,767) (5) 0 39,958 11,927 11,713 2,355 8,246 1,112 0 0 0 0 0 0 (110,618) 63,598 0 0 0 0 0 0 196,240 (125,632) 0 0 0 0 0 0 70,608174,216 Annual Report 2008 V.10.2 Changes in assets during the financial year In thousands of euros Gross Increase Decreases Accounting ConversionOther(1) value and other perimeter 31/12 transfers changes 2007 Gross value 31/12 2008 Tangible assets 119,921 19,477 (1,184) 316 (67) (2,337) Assets subject to 0 0 0 0 0 0 a financing lease Immobilisations 119,921 19,477 (1,184) 316 (67) (2,337) Owned assets - Shares in property investment companies 0 0 0 0 0 0 - Land and constructions 82,465 2,684 (318) 309 (66) 7,465 - Other items 37,456 16,793 (866) 7 (1) (9,802) Intangible assets 54,295 6,388 (463) 0 0 (106) Leasehold rights 10,165 390 0 0 0 0 Software 43,013 2,882 (463) 0 0 867 Other items 1,117 3,116 0 0 0 (973) 136,126 0 Total 196,240 In thousands of euros 174,216 25,865 (1,647) 316 (67) (2,443) Gross Increase Decreases Accounting ConversionOther(1) value and other perimeter 31/12 transfers changes 2006 136,126 0 92,539 43,587 60,114 10,555 46,299 3,260 Gross value 31/12 2007 Tangible assets 111,243 10,294 (1,499) 0 0 (117) Assets subject to 0 0 0 0 0 0 a financing lease Immobilisations 111,243 10,294 (1,499) 0 0 (117) Owned assets - Shares in property investment companies 0 0 0 0 0 0 - Land and constructions 77,980 2,770 (3) 0 0 1,718 - Other items 33,263 7,524 (1,496) 0 0 (1,835) Intangible assets 52,149 4,128 (10) 0 0 (1,972) Leasehold rights 9,184 981 0 0 0 0 Software 39,483 2,275 (6) 0 0 1 261 Other items 3,482 872 (4) 0 0 (3,233) 119,921 0 Total 174,216 163,392 14,422 (1,509) 0 0 (2,089) 119,921 0 82,465 37,456 54,295 10,165 43,013 1,117 (1) the total appearing in the «other items» column corresponds specifically to the reclassification of certificates from depositors’ guarantee fund associations reclassified as other securities held long-term. 115 V.11 Assets obtained by taking possession of a guaranteeThe table itemises the assets obtained by accepting securities: the nature and the book value of assets obtained and entered in the accounts following the mobilisation of guarantees. These assets are generally transferred. In order to establish In thousands of euros at 31 december this information, the Crédit Coopératif Group has made use of estimates, not having at its disposal an information system enabling the assets obtained by taking possession of a guarantee to be directly identified. Non-marketable assets held with a view to selling Tangible assets Investment properties Equity and liability instruments Cash Other items Total 2008 2007 0 0 0 2,624 17,595 0 0 0 0 2,728 19,469 0 20,219 22,197 V.12 Goodwill on acquisition In thousands of euros at 31 december 20072008 Value at the start of the period Acquisi-Transfers tions over over the the period period Net values per unit - Ecofi Investissements 3,546 0 0 - Intercop Location 0 217 0 - Tise 0 943 0 Total In thousands of euros at 31 december 3,546 1,160 (0) 20062007 Value at the start of the period Acquisi-Transfers tions over over the the period period Net values per unit - Ecofi Investissements 3,546 0 0 - Bise 1,716 0 (1,716) Total 116 5,262 0 (1,716) Conversion and other operations Value at the the end of period 0 0 (200) 3,546 217 743 (200) 4,506 Conversion and other operations Value at the the end of period 0 0 3,546 0 0 3,546 Annual Report 2008 V.13 Payables to credit institutions and clientsVI.13.1 Payables to credit institutions 2008 2007 Current account balances Accounts and borrowings - sight - term Securities sold on repo - sight - term Securities delivered on repo - sight - term Other liabilities Related accounts payable 22,330 1,131,364 0 1,131,364 0 0 0 27,710 0 27,710 700 8,832 80,624 655,961 0 655,961 100,000 0 100,000 27,710 0 27,710 1,258 9,854 Total 1,190,936 875,407 In thousands of euros at 31 december The fair value of payables to credit institutions, determined in accordance with the procedures presented in note V.17, was 1,188,282,000 euros at 31 December 2008. V.13.2 Payables to clients 2008 2007 Current account balances - sight - term Accounts and borrowings - sight - term Securities sold on repo - sight - term Securities delivered on repo - sight - term Specially-regulated savings accounts Factoring accounts Related accounts payable Other liabilities 3 987,770 3 229,596 758,174 20,000 0 20,000 0 0 0 200,321 0 200,321 1,058,489 0 13,254 90,709 3 789,113 3 059,253 729,860 634 0 634 0 0 0 544,326 0 544,326 910,964 0 13,519 89,179 Total 5,370,543 5,347,735 In thousands of euros at 31 december The fair value of payables to clients, determined in accordance with the procedures presented in note V.17, was 5,376,304,000 eurosat 31 December 2008. 117 V.14 Liabilities in the form of securities issued2008 2007 Interbank market securities Negotiable debt securities - BMTN - CDN Bond issues Other liabilities in the form of securities issued Related accounts payable 650 2,834,691 1,062,738 1,771,953 392,931 83,912 39,954 350 2,629,522 1,245,322 1,384,200 414,447 68,368 45,383 Total 3,352,138 3,158,070 In thousands of euros at 31 december The fair value of liabilities in the form of securities issued, determined in accordance with the procedures presented in note V.17, was 3,379,045,000 euros at 31 December 2008. V.15 Depreciation and provisions for liabilitiesV.15.1 Summary of depreciation and provisions for liabilities IncreaseUseUnused Conver- Changes inOther items In thousands of euros 2007 reversals sion perimeter (1) at 31 december Depreciation written against assets 210,436 118,468 (15,343) (32,084) Healthy loans 30,272 6,930 0 (6,496) Loans in default 176,436 110,950 (14,836) (25,322) Other depreciation 3,728 588 (507) (266) Provisions for liabilities 26,017 11,529 (5,630) 0 Counterparty risks 16,202 8,897 (4,000) 0 Depreciation risks 5,557 0 0 0 Social commitments 1,406 343 (149) 0 Operating risks 1,662 2,258 (1,164) 0 Regulated savings 1,190 31 (317) 0 Provisions for current tax 29 375 (6) 0 Total236,482 130,372 (20,979) Effect on the income statement1) 0 (37) (77,309) (1) Effects of depreciation and provisions on the income statement. 118 (32,084) (35) 0 (31) (4) (2) (2) 0 0 0 0 2008 163 1,270 282,875 0 0 30,706 146 747 248,090 17 523 4,079 10 (4,822) 27,102 10 (348) 20,759 0 (4,650) 907 0 0 1,600 0 176 2,932 0 0 904 0 (6) 392 173 (3,558) 310,369 Annual Report 2008 In thousands of euros at 31 december 2008 Appropriations ReversalsNet effect Net banking income (3,716) 1,930 General operating expenses (2,273) 1,182 Amortisation and depreciation on intangible and tangible assets (3) 0 Gross operating profit Cost of risk Gains or losses on other assets Income before tax Corporate income tax Net income V.15.2 (5,992) (124,005) 0 (129,997) (375) (130,372) 3,112 49,945 0 53,057 6 53,063 (1,786) (1,091) (3) (2,880) (74,060) 0 76,940 (369) (77,309) Provisions for liabilities Increase Use Conversion Changes inOther 2007 perimeter items In thousands of euros at 31 december Counterparty risks 16,202 8,897 (4,000) - Capital and guarantee commitments 5,230 2,210 (1,427) - Client disputes 10,972 6,687 (2,573) - Other provisions 0 0 0 (2) 10 0 (2) 0 0 10 0 2008 (348) 20,759 2 (350) 0 6,015 14,744 0 907 0 0 907 Depreciation risks - Financial assets - Property development - Other provisions 5,557 0 0 5,557 0 0 0 0 0 0 0 0 0 0 0 0 0 (4,650) 0 0 0 0 0 (4,650) Social commitments Operating risks - Restructuring - Other provisions 1,406 1,662 0 1,662 343 2,258 0 2,258 (149) (1,164) 0 (1,164) 0 0 0 0 0 0 0 0 0 176 0 176 1,600 2,932 0 2,932 Building-savings - Building-savings plan - Building-savings account 0 1,190 1,190 0 31 31 0 (317) (317) 0 0 0 0 0 0 0 0 0 0 904 904 Total 26,017 11,529 (5,630) (2) 10 (4,822) 27,102 119 V.15.3 Building-saving provisions 2008 In thousands of eurosLess than Between 4Over at 31 december 4 years and 10 years 10 years Building-savings plans (by generation) - Funds collected 12,675 - Loans outstanding 26 - Total provision 6 - Appropriation / Reversal for the financial year (25) 2007 TotalLess than Between 4Over 4 years and 10 years 10 years Total 30,464 637 667 83,928 842 902 (732) (863) Building-savings accounts (by generation) - Funds collected 12,361 - Loans outstanding 1,687 - Total provision 380 - Appropriation / Reversal for the financial year 92 11,340 1,236 288 41,541 726 54 23,688 569 464 77,904 1 321 524 (150) (203) (378) 10,480 42,984 8 197 31 204 27 (158) 56 V.16 Subordinated debtV.16.1 Outstanding sums Notes 2008 2007 Fixed term subordinated debts V.16.2 Non-fixed term subordinated debts V.16.2 Preference shares Mutual guarantees extended Related accounts payable 154 627 32 868 0 49 131 3 220 161 077 22 868 0 47 985 3 643 Total 239 846 235 573 In thousands of euros at 31 december The fair value of subordinated debts, determined in accordance with the procedures presented in note V.17, was 224,241,000 euros at 31 December 2008. 120 Annual Report 2008 V.16.2 Changes in other subordinated debt during the financial year In thousands of euros at 31 decembre 2007 Other fixed term subordinated debts - Subordinated securities - Subordinated loans Issue Redemption Conversion Changes inOther perimeter items (1) 2008 161,077 38 (15,021) 0 0 8,533 154,627 161,077 0 38 0 (15,021) 0 0 0 0 0 8,533 0 154,627 0 Other non-fixed term 22,868 subordinated debts - Subordinated securities 22,854 - Subordinated loans 14 10,000 0 0 0 0 32,868 0 10,000 0 0 0 0 0 0 14 (14) 22,868 10,000 Total 10,038 (15,021) 0 0 8,533 187,495 183,945 (1) O ther movements on other subordinated debts correspond principally to variations in the elimination of reciprocal operations, where the subordinated resources issued by the Group are subscribed by other consolidated entities and the revaluation of subordinated debts covered by fair value hedging. V.17 Fair value of financial liabilities2008 Book value Fair value Fair value determined on the basis of ratings In thousands of euros at 31 decembre 2008 (1) (2) (3) Financial liabilities held for the purpose of trading Fair value Fair value in accordance with determined internal valuation technique on the basis Fair value Variation in the fair of a valuationvalue entered in the technique income statement (4) (5) (6) 17,998 17,998 0 17,998 0 (139) 4,935 4,935 0 4,935 4,935 (1,834) 30,007 30,007 0 30,007 21,863 (56,684) Financial liabilities at their amorti sed cost – Payables to credit institutions 1,190,936 1,188,282 0 1,188,282 1,188,282 - Financial liabilities at their amortised cost – Payables to clients 5,370,543 5,376,304 0 5,376,304 5,376,304 - Liabilities in the form of securities issued 3 352,138 3,379,045 0 3,379,045 3,379,045 - 239,846 224,241 0 224,241 224,241 - 0 0 0 0 0 0 10,206,403 10,220,812 0 10,220,812 10,194,670 (58,807) Financial liabilities designated at fair value by means of income Derivative hedging instruments (liabilities) Subordinated debt Revaluation reserve for portfolios hedged by interest rates (liabilities) Total 121 Columns 3 and 4 of the table are a breakdown of column 2. Column 4 comprises two types of valuation, those based on observable market data and those based on internal models. The fair value determined on the basis of ratings is the fair value obtained on the valuation date, by direct reference to prices published on an active market to which the entity has access. Where the fair value is determined on the basis of a valuation technique, there is a need to determine whether the valuation is based on observable or non-observable data. A certain number of products, in particular derivative products, are valued on the basis of valuation models. Valuations obtained may be equated with market prices where they are based on observable parameters and recognised models and market standards (i.e. for which the valuation techniques are widely used) for the financial instrument in question. Where one of these two conditions is not met, the valuation obtained will be seen as Marked-to-Model and not as Marked-toMarket. In accordance with the standard, a parameter is defined as observable if it is non proprietary: the data should come from an easily accessible source outside the institution: it should be easy to access the data, for example via the services of data or contribution suppliers, it should be available regularly, be based on a consensus and on market transactions (realised or by 122 means of ratings representing a commitment by the counterparty to be processed). Analysis of this observable character is based on each of these sources individually or a combination of the latter. > The specific case of receivables and payables as regards clients The fair value of loan portfolios and receivables and payables as regards clients has been systematically entered in the column entitled ‘Fair value determined in accordance with valuation techniques not based on observable market data’ in the absence of general external ratings for these portfolios. The fair value of loans is determined on the basis of internal valuation models consisting of updating future recoverable flows of capital and interest over the remaining term at the production rate for the month for loans in the same category and with the same maturities. The book value is deemed to represent the market value in the following cases: - variable-rate assets, where changes in interest have no significant impact on the fair value, insofar as rates adjust themselves frequently to market rates, - short-term financial assets and liabilities (whose initial term is less than or equal to one year), insofar as the sensitivity to interest rate and credit risks is not significant over the period, - liabilities due on demand. Annual Report 2008 V.18 Maturity of employments and resources by remaining termThe following table presents the maturities for all the Group’s employments and resources by contractual maturity date. 2008 In thousands of euros <= 1 month > 1 month > 3 months > 1 year > 2 years > 5 years at 31 decembre 2008 <= 3 months <= 1 year <= 2 years <= 5 years Indefinite term Total EMPLOYMENTS Cash and central banks 225,806 0 0 0 0 0 0 225,806 9,765 661 1,539 4,070 4,037 2,041 4,571 26,684 9 10 1,156 8,262 18,918 13,389 0 41,744 Financial assets available for sale 136,591 216,069 640,293 217,455 56,630 35,350 539,195 1,841,584 Loans and receivables from credit institutions 606,861 112,295 148,595 41,142 137,515 153,739 37 1,200,183 Loans and receivables from clients 945,341 475,293 682,401 664,477 1,865,743 2,653,095 0 7,286,349 12,832 0 29,767 311,457 0 626,569 Financial assets at fair value by income Derivative hedging instruments Assets held until maturity Total employments 0 272,513 1,937,205 804,328 1,503,751 935,406 2,355,356 3,169,071 543,802 11,248,919 Resources Central banks Financial liabilities at fair value by income Derivative hedging instruments Payables to credit institutions Payables to clients Liabilities in the form of securities issued Subordinated debt Total Resources 0 0 0 0 0 0 0 0 10,459 644 786 3,788 4,051 2,355 850 22,933 38 12 3,578 2,059 8,316 15,682 322 30,007 236,496 180,876 109,812 129,895 247,211 286,646 0 1,190,936 4,647,755 308,729 211,572 42,206 128,864 30,909 509 5,370,543 877,175 535,022 694,357 302,601 472,508 470,475 0 3,352,138 7,930 22,622 2,656 33,456 54,930 84,666 33,587 239,846 5,779,852 1,047,904 1,022,761 514,004 915,880 890,733 35,268 10,206,403 123 V.19 Breakdown of the balance sheet by currencyThe breakdown of the total asset/liability balance sheet by currency is as follows: In thousands of euros at 31 decembre 2008 2008 TotalEURUSD GBP JPY CHFOthers currencies Assets Liabilities 11,691,720 11,691,720 11,603,482 11,653,163 77,768 28,690 1,924 6,527 215 29 727 76 7,604 3 234 In thousands of euros at 31 decembre 20072007 TotalEURUSD GBP JPY CHFOther currencies Assets Liabilities 124 11,306,773 11,306,773 11,225,712 11 259,042 54,641 29,867 4,931 9,665 850 585 530 67 20,109 7 547 Annual Report 2008 CONSOLIDATED NOTES AND APPENDICES Note VI – Notes relating to the income statement VI.1 Interest margininstitutions and clients. They also record interest for derivative hedging instruments. Financial assets and liabilities valued at their amortised cost result in the entry in the accounts of interest calculated on the basis of the effective interest rate (TIE). The «interest and similar income and interest and similar expenses» items record interest for fixed-income securities entered in the accounts in the category of assets available for sale and assets held until maturity, interest for loans/ borrowings and receivables/payables relating to credit 2008 2007 In thousands of euros at 31 decembre Income ExpensesNet Income ExpensesNet Central bank, CCP 4,932 0 4,932 4,045 Interest on securities 148,970 (222,975) (74,005) 139,192 (171,930) (32,738) Loans and receivables - Relating to credit institutions - Relating to clients - Financing leases 444,648 (140,754) 58,025 (47,347) 347,920 (93,294) 38,703 (113) 303,893 10,678 254,625 38,590 378,233 36,511 296,604 45,118 (120,372) (45,837) (74,501) (34) Subordinated debt Other items Hedging instruments - Break in the hedging relationship (CFH) - Interest accrued or outstanding relating (9,998) 4,045 257,861 (9,326) 222,103 45,084 (12,038) (12,038) 0 0 0 0 0 0 7,484 0 (7,605) 0 (121) 0 9,419 0 (10,409) 0 (990) 0 7,484 (7,605) (121) 9,419 (10,409) (990) (983) (102) (102) Interest relating to depreciated receivables,including restructured debts (983) Total (9,998) 0 605,051 (381,332) 223,719 530,787 (314,749) 216,038 125 VI.2 Net commissionThe method for entering commission received in relation to services or financial instruments in the accounts depends on the finality of the services rendered and the method for entering financial instruments to which the service relates in the accounts: commission remunerating an immediate service is entered in income once the service has been completed; that received within the framework of a continuous service, such as bank card, guarantee or management commission is spread pro rata temporis over the duration of the service. Commission forming an integral part of the actual return for an instrument, such as financing commitment commission or commission for granting loans, is entered in the accounts and amortised in a similar way to an adjustment to the actual return on the loan over the estimated life of the latter. This commission therefore appears among interest income and not in the item entitled “commission”. The trust recovers asset-management commission on behalf of third parties received by the subsidiary Ecofi Investissements. 2008 2007 In thousands of euros at 31 decembre Income ExpensesNet Income ExpensesNet 104 (177) (73) 129 (207) (78) Operations with clients 46,694 (662) 46,032 43,208 (999) 42,209 Securities transactions 1,627 (12) 1,615 1,895(1) 1,894 Transactions on payment instruments 59,864 (44,190) 15,674 60,425 (42,672) 17,753 (3,143)4,808 2,570 (4,986) (2,416) Operations with credit institutions Financial services provided 37,339 (2,824) 34,515 42,478 (4,086) 38,392 Commission on financing commitments, guarantees, securities and derivative instruments 861 (229) 632 810 (182) 628 Other items 309 (8) 301 316 (7) 309 Total154,748 (51,245) 103,503 151,831 (53,140) 98,691 Trust operations 126 7,951 Annual Report 2008 VI.3 Net gains or losses on financial instrumentswith a fair value by income- This item records gains and losses on assets / liabilities at a fair value by income, whether these are classified as transactions or at a fair value by income, including interest generated by these instruments. In thousands of euros at 31 december Net gains on financial assets and liabilities excluding hedging derivatives Net gains on financial assets and liabilities held for the purpose of trading - of which derivatives excluding hedging Net gains on other financial assets and liabilities at a fair value as an option Other items The hedging derivatives line comprises variations in the fair value of derivatives, including interest, classified as fair value hedging (FVH), as well as a symmetrical revaluation of hedged items. It also records the «ineffective» proportion of cash flow hedging (CFH). 2008 2007 908 3,754 5,415 2,900 6,270 (4,571) 3,006 785 64 69 Hedging derivatives and variation in the hedged item Ineffectiveness of cash flow hedging (CFH) Ineffectiveness of fair value hedging (FVH) - Variation in fair value hedging - Variation in the hedged item 1,907 21 1,886 3,272 (1 386) (226) (70) (156) (13,839) 13,683 Total 2,815 3,528 VI.4 Net gains or losses on financial assets available for saleNet gains or losses on financial assets available for sale essentially comprises the income generated by disposing of securities and losses in value on variable-income securities (long-term depreciation). Variable-income securities classed as «assets available for sale» form the subject of long-term and significant In thousands of euros at 31 december depreciation where their book value is higher than their recoverable value. Losses in value for fixed-income securities are entered in the accounts in cost of risk. This item also records the dividends on variable-income securities where the Group’s entitlement is established. 2008 2007 Dividends 11,229 Income generated by disposal Capital gain Capital loss 14,382 11,204 17,435 15,572 (3,053)(4,368) Losses in value of variable-income securities Total 9,357 (295) 25,316 (32) 20,529 127 VI.5 Income and expenses from other activitiesIncome and expenses from other activities covers specifically ancillary income and expenses relating to financing leases and income and expenses relating to investment properties. In thousands of euros Notes at 31 decembre 2008 Income ExpensesNet 10,711 (616) 10,095 1 5,018 (2,826) 2,192 4,781 (2,773) 2,008 Investment properties 0 0 0 0 0 0 Non-operating fixed assets 0 (9) (10) 0 (10) (10) (3,451) (12,278) 4,782 (5,761) (979) 7,608 9,325 (1,451) 7,874 (4,549) 19,886 14,107 (7,212) 6,895 Financing lease operations VI.5.1 Outright rental operations Sub-total property operations 15,729 Other ancillary income and expenses VI.5.2 8,706 Total24,435 VI.5.1 In thousands of euros at 31 december Income generated by disposal Other ancillary income and expenses 2008 Income ExpensesNet 2007 Income ExpensesNet 166 (470) (304) 0 (591) (591) 0 0 0 0 0 0 10,545 (146) 10,399 1 (2,387) (2,386) (616) 10,095 1 (2,978) (2,977) Depreciation Total10,711 VI.5.2 (1,098) (2,978) (2,977) Financing lease operations Other ancillary income and expenses In thousands of euros at 31 december 2008 2007 Property operations 1 (90) IT services 0 0 Credit management services 0 0 7,607 7,964 (1) Various other activities Total 7,608 (1) the property operations item does not include income from fixed assets relating to operation. 128 2007 Income ExpensesNets 7,874 Annual Report 2008 VI.6 General operating expensesGeneral operating expenses essentially comprise staff costs, including salaries and net re-invoicing operations, welfare contributions as well as staff benefits. This item also comprises all administrative expenses and external services. In thousands of euros at 31 december 2008 Staff costs Salaries and emoluments Pensions and other benefits Welfare contributions Incentives and shareholdings Payroll taxes and levies Other items Total staff costs Other operating expenses Taxes and dues External services (1) Expenses relating to mergers Other items (87,245) (10,578) (36,211) (4,300) (12,896) (897) (84,551) (10,499) (34,198) (14,136) (12,136) (83) (152 127) (155 603) (8,502) (67,706) 0 (8,698) (7,592) (60,780) 0 (7,594) (84,906) (75,966) Total other operating expenses Total 2007 (237,033) (231,569) (1) Including Auditors’ fees (mandatory mention as from the 2008 financial year under the terms of application order n°1487 of 30 December 2008) In thousands of euros at 31 december 2008 Legal control of the accounts Consulting and associated services 699 64 Total 763 2007 705 57 762 VI.7 Cost of risk2008 Appro- NetLosses onRecoveries priations reversals debts not of amortised covered debts In thousands of euros at 31 december 2008 Provisions for contingencies and losses Capital commitment Other items Net (8,899) (2,219) (6,680) 3,990 1,399 2,591 (4,909) (820) (4,089) (114,325) (114,325) (107,395) (6,930) 33,061 (2,729) 1,702 33,061 (2,729) 1,702 26,565 (2,729) 1,702 6,496 (82,291) (82,291) (81,857) (434) (179) 0 (179) Other items(605) 0 (605) (124,008) 37,051 (2,729) 1,702 (87,984) Financial assets valued at their amortised cost Loans and receivables Individual depreciation of debts Collective depreciation of healthy loans Financial assets available for sale Cost of risk of which • Reversal of depreciation that has ceased to be applicable • Reversal of depreciation used sub-total reversals: • Losses covered by depreciation Net total reversals: 37,051 12,883 49,934 (12,883) 37,051 129 2007 Appro- NetLosses onRecoveries priations reversals debts not of amortised covered debts In thousands of euros at 31 december 2007 Provisions for contingencies and losses Capital commitment Other items Net (2,529) (1,217) (1,312) 4,194 1,372 2,822 1,665 155 1,510 (59,304) (59,304) (41,465) (17,839) 25,100 (1,904) 2,012 25 100 (1,904) 2,012 13,876 (1,904) 2,012 11,224 (34 096) (34,096) (27,481) (6,615) 0 2 183 2,183 Other items(290) 1 (289) (62,123) 31,478 (1,904) 2,012 (30,537) Financial assets valued at their amortised cost Loans and receivables Individual depreciation of debts Collective depreciation of healthy loans Financial assets available for sale Cost of risk of which • Reversal of depreciation that has ceased to be applicable •Reversal of depreciation that has ceased to be applicables sub-total reversals: • Losses covered by depreciation Net total reversals: 31,478 8,867 40,345 (8,867) 31,478 VI.8 Share of results from companies consolidated according to the equity method2008 2007 Value Result Financial loan companies 18,268 361 17,635 2,801 Non-financial companies 11,544 1,174 11,300 2,353 Total 29,812 1,535 28,935 3,154 In thousands of euros at 31 december Value Result VI.9 Gains or losses on other assetsThis item comprises capital gains and losses on the sale of tangible and intangible operating assets as well as capital gains or losses on the sale of consolidated securities included in the scope of consolidation. 2008 2007 On On tangible andTOTALOn On tangible andTOTAL c onsolidated intangible assets consolidated intangible assets In thousands of euros securities securities at 31 decembre Net capital gains on disposals(1) 0 1,392 1,392 47,523 225 47,748 Net capital losses on disposals 0 (1,149) (1,149) 0 (87) (87) Total 0 243 243 47,523 138 47,661 (1) The net capital gains on disposals of securities consolidated at 31 December 2007 correspond to the capital gain generated as a result of selling Crédit Coopératif’s shareholding in the Polish bank Banque d’Initiatives Socio-Economiques (Bise SA). 130 Annual Report 2008 VI.10 Variation in the value of goodwillThis item records depreciation on positive goodwill. Depreciation is recorded where there are indications of a loss in value. In thousands of euros at 31 december 2008 Positive goodwill (net depreciation) Posting negative goodwill 0 0 Total 0 2007 0 0 0 VI.11 Corporate income taxVI.11.1 Calculating the tax burden The tax burden for the financial year comprises: - The tax due from various French companies at a rate of 34.43%, and at the locally applicable rate for foreign companies and branches, - The deferred tax resulting from existing time differences in the company accounts, or caused by specific consolidation adjustments, between the book and tax values of balance sheet assets and liabilities, calculated using the variable VI.11.2 carry-forward method. Netting of deferred tax assets and liabilities is carried out within the same fiscal entity. A fiscal entity corresponds either to an entity itself, or to a fiscal integration group, where one exists. The Group does not record any deferred net tax assets which could not effectively be used in the future to reduce the overall tax burden. Reconciliation between the total tax burden entered in the accounts and the theoreticalburden In thousands of euros at 31 december + Net income - Attributable to the Group + Net income - Attributable to minority shareholders + Tax for the financial year +/- Other permanent differences + Posting tax deficits - Tax exempt sector (Sicomi, a venture capital company) - Result for companies consolidated according to the equity method 2008 2007 22 193 4 542 8 009 (33) (3 942) (3 051) 87 840 4 595 26 684 (33 523) (180) (4 660) (1 535) (3 154) = Consolidated tax result 26 183 77 602 * Theoretical tax rate 33,33 % 33,33 % = Theoretical tax 8 727 25 865 + Tax credits + Effects of fiscal integration + Contribution and CSB + Tax at a reduced rate + Tax adjustments + Variation in deferred tax assets, limited in order to be prudent + Final tax on long-term capital gain reserves + Other items (509) 0 315 6 (1245) 786 (462) 0 729 441 0 891 (71) (780) = Tax burden for the financial year 8 009 26 684 5 678 2 331 28 106 (1 422) of which • tax due • deferred tax VI.12 Income per shareIncome per share is 0.80 euros in 2008, compared with 3.11 euros in 2007. It is a proportion expressed using the net income attributable to the group as the numerator and the number of members’ shares and investment certificates at the period end as the denominator. 131 CONSOLIDATED NOTES AND APPENDICES Note VII – Notes relating to capital VII.1 POSITION AT 31 DECEMBER 2008Crédit Coopératif is a company with variable capital. Its capital is divided into members’ shares and cooperative preference shares, with a nominal value of 15.25 euros each. The status of the capital is recognised as members’ shares in cooperatives insofar as the entity has a discretionary right to refuse the redemption of shares, the sale of members’ shares being subject to the approval of the Board of Directors of Crédit Coopératif. As a result, this last characteristic confirms their status as share capital as regards IFRS standards. At 31 December 2008, the share capital of Crédit Coopératif amounted to 493,718,765.25 euros. It is divided into: - 2,743,596 A shares, with a value of 41,839,839 euros, i.e. 8.47% of the capital - 14,932,704 B shares, with a value of 227,723,736 euros, i.e. 46.12% of the capital - 8,223,700 C shares, with a value of 125,411,425 euros, i.e. 25.40% of the capital - 6,475,001 cooperative preference shares, with a value of 98,743,765.25 euros, i.e. 20.00% of the capital The number of members holding A and B shares was 29,814 at 31 December 2008. The number of holders of C shares, nonvoting preferred interest shares, was 11,925 at 31 December 2008. The cooperative preference shares, non-voting securities, are held exclusively by Natixis. They represent, in a constant manner, 20% of Crédit Coopératif’s share capital. In order to maintain a constant figure of 20%, the SAS Sociétariat Crédit Coopératif Banque Populaire, a subsidiary of Inter-Coop, itself a subsidiary of Crédit Coopératif, was created with a view to regulating Crédit Coopératif’s share capital through the subscription and redemption of members’ shares. Therefore, at 31 December 2008, the SAS Sociétariat Crédit Coopératif Banque Populaire held 1 A share and 4,478,724 B shares at a value of 68,300,541 euros, i.e. 13.83% of Crédit Coopératif’s capital. There are no members other than the SAS Sociétariat Crédit Coopératif Banque Populaire holding more than 5% of the capital. The 29,814 members of Crédit Coopératif each have a vote at the General Meeting, in accordance with the cooperative 132 principle of one person one vote (with the exclusion of the SAS Sociétariat Crédit Coopératif Banque Populaire, whose voting rights are neutralised, pursuant to article L 233-31 of the [French] Commercial Code). At 31 December 2008, the number of votes was therefore 29,813, representing 201,263,034 euros, i.e. 40.76% of the capital. VII.1.1 Changes in capital (excluding SAS Sociétariat Crédit Coopératif Banque Populaire) Amount (in € M) 500 400 300 200 100 0 87 53 83 99 99 99 108 124 125 171 165 159 68 154 114 54 51 50 50 44 42 2003 2004 2005 2006 2007 2008 Parts A Parts B Parts C CCI VII.1.2 DISTRIBUTION OF CAPITAL AND VOTING RIGHTS > Conditions for changes in the capital The maximum amount of share capital within which the actual amount of Crédit Coopératif’s capital may freely be increased, and the terms and procedures for increasing it, are laid down, in the Board of Directors report and following authorisation from the Banque Fédérale des Banques Populaires, by the Extraordinary General Meeting of shareholders. The actual capital is increased by the entry of new members approved by the Board of Directors of Crédit Coopératif or by the subscription of new members’ shares of the same or of differing categories, by members with the approval of the Board of Directors. The capital may also be increased by the issue of cooperative nonvoting preference shares and non-voting preferred interest-bearing Annual Report 2008 shares. On aggregate, these certificates and shares may not represent more than half the capital. > The respective rights of cooperative member shares Crédit Coopératif’s capital is divided into three categories of members’ shares: - «A shares» can only be subscribed by legal entities, sole traders or directors. They confer the status of member. - «B shares can only be subscribed by holders of A shares. They give their holders a special benefit, consisting of an interest payment as resolved by the General Meeting even when no interest is paid on A shares. - «C shares» are non-voting preferred interest-bearing shares. These shares can only be subscribed by individuals. Holders of C shares benefit from a preferred entitlement to an interest payment of 0.50%. Where this remuneration is not paid in full for three consecutive financial years, the holders of C shares acquire a right to vote, within the limits set out in article 11 b of the law of 10th September 1947. Where the distributable profit after posting the minimum remuneration set for C shares allows this, the General Meeting may decide to pay interest on B shares and additional interest on C shares, without the remuneration for a B share being higher than the total remuneration for a C share, and without the interest rate exceeding the maximum stipulated in the legislation relating to cooperation. The Crédit Coopératif Board of Directors meeting on 17 June 2005, set a subscription ceiling for members’ shares subscribed outside the framework of financial support: This ceiling was fixed at: 20,000 B shares for legal entities, i.e. €305,000 5,000 C shares for individuals, i.e. €76,250. > The respective rights of cooperative preference shares The cooperative preference shares are non-voting securities. They have a remuneration entitlement set by the Annual General Meeting in accordance with the results for the financial year. This remuneration is at least equal to that paid for members’ shares. The holders of cooperative preference shares attend a special meeting to approve or reject any decision modifying their rights. maximum period of 26 months, i.e. by 14 January 2009, to a capital increase of up to €1,974,870, reserved for salaried staff of Crédit Coopératif within the framework of a Company savings plan and carried out in accordance with the provisions set out in article L. 443-5 of the French Labour Code. In the light of the specific characteristics of the Crédit Coopératif shares, the Crédit Coopératif Board of Directors took note on 11 December 2008, of the impossibility of carrying out this operation. VII.3. REGULATORY RATIOS As regards liquidity, the Group is structurally in surplus. The liquidity ratio exceeds the requirement imposed on each of the institutions (100%). At the end of 2008, the liquidity ratio of Crédit Coopératif was 154%, and 210% for BTP Banque. For the purpose of controlling major risks, the regulations set the following limits: - 25% of equity capital for the risks borne in respect of a given beneficiary, - 8 times the amount of equity capital for the total commitments which, per beneficiary, exceed 10% of equity capital. The Crédit Coopératif Group has developed a wide spread of risk, ensuring that no weighted unit commitment for the same beneficiary exceeds 10% of its equity capital. VII.1.3 EMPLOYEES SHARES OF THE CAPITAL At 31 December 2008: - 233 Group employees directly held 105,568 members’ shares, i.e. 1,609,912 euros, - Employees also indirectly held 2 «A» and 2,563 «B» members’ shares within the framework of a Fonds Commun de Placement (French mutual investment fund), i.e. 39,101 euros, Employees therefore held, directly and indirectly, a total of 108,132 members’ shares, with a global value of 1,649,013 euros, i.e. 0.33% of Crédit Coopératif’s capital. VII.2 DELEGATIONS OF POWERAS REGARDS CAPITAL INCREASESIn application of the provisions set out in article L. 225-129-6 of the French Code of commerce, the persons at the Crédit Coopératif Extraordinary General Meeting on 15 November 2006 authorised the Board of Directors to proceed within a 133 CONSOLIDATED NOTES AND APPENDICES Note VIII – Risk exposure and risk management C rédit Coopératif Group’s risk management is based on an organisation that complies with legislation and regulations, including specifically modified Regulation 97-02 of the Comité de la Réglementation Bancaire [French banking regulation committee]. It has resulted in an internal control system which forms part of the practices and procedures for risk evaluation within the Banque Populaire Group, embodied in a charter approved by the Audit Committee. This system ensures, in compliance with the guidelines laid down by the Board of Directors, the coverage of risks, their exhaustive evaluation and their management. It is organised in such a way as to guarantee the strict independence of risk control functions as regards operational lines and by distinguishing three levels of monitoring: - Permanent control carried out at level one in the business activities, within the normal framework of their responsibility, and at level two by dedicated local and central teams organised according to type of risk – credit, financial, operational of conformity. - Periodical control is carried out at level three by an Audit team that executes missions throughout the business activities in accordance with a long-term programme. All these processes are detailed in the report from the Chairman of the Board of Directors on Crédit Coopératif’s internal-control procedures. The degree of controlling and evaluating risks is reported at regular intervals to different dedicated committees. The main committees involved are: Audit, Risk, Coordination of Control Functions, Financial and ALM, Operational Risk and Security of people, property and IT systems). In the course of the year, Crédit Coopératif continued to make major investments concerning its risk control systems, and in particular concerning credit risk, to ensure good management of the Basel 2 regulatory environment that came into effect in 2008. Furthermore, an accounting control function was set up; it is separate from the Accounts Department. VIII.1 CREDIT RISKSVIII.1.1 A quality portfolio The group’s commitments, excluding disputes, are classified according to a synthetic indicator of the quality of the financing 134 risk, taking into account the client’s financial situation, his environment and securities accepted. A satisfactory structuring of risk is confirmed, with very high risk cases only representing 2% of outstanding loans and good risks equating to 75% of outstanding loans. Qualitative breakdown of the loan portfolio at 31 december 2008 (internal ratings) 19 % 0% Very good quality Pre-disputed 2% High risk 23 % Ordinary risk 56 % Good quality Specific follow-up guarantees very precise monitoring of the concentration of risk by client sector. VIII.1.2 A widely diversified portfolio Loan portfolio breakdown per sector at 31 december 2008 1% 15 % Misc. Associations Distribution 3% 21 % Local authorities, unions, mutual societies Companies 6% 16 % Inter-bank Health and social associations 2% Teaching and training associations 20 % Building and civil engineering 5% Social housing 2% Shipping, food and agriculture 7% Private individuals 2% Leisure and entertainment associations A nn u al R eport 2 0 0 8 Credit breakdown per type of clientele VIII.1.4 Risk management system at 31 december 2008 (including financial commitments) 22 % Retail (professionals and associations) 72 % Corporate concerns and associations 6% Retail (private individuals) VIII.1.3 Quality of the credit risk of financial assets (excluding outstanding assets and depreciated assets) All the credit balances outstanding benefit from a Basel II rating, using scales differentiated according to the following types of clientele: - The «Corporate» clientele is subdivided into «major clients» and «Very large Businesses» (Turnover of more than 1 billion euros,) - The «Retail» clients («Professionals» and private individuals).To homogenise the «all clienteles» summaries, these ratings have been spread over the following homogeneous risk categories. Category I comprises the best ratings and category V the most high-risk ratings. Basel II rating system Risk Corporate Corporate categories Very large Major clients Businesses I II III IV V AAA à AA- 1, 2, 3 A+ à A- 4, 5, 6 BBB+ à BB- 7, 8, 9, 10 B+ à B- 11, 12, 13, 14 Inférieur 15,16 ou égal à CCC+ Professionals and private individuals (Retail) 1, 2 3, 4 5, 6 7, 8 9,10 Asset breakdown per class of risk at 31 december 2008 (Basel II ratings) V-2% IV - 15 % I - 29 % III - 27 % II - 27 % A system guarantees close monitoring of credit risk: the branches have information tools at their disposal, which allow them to perform a daily check of compliance with authorisations. This scheme is supplemented by secondlevel controls performed on each loan dossier individually by Group Credit Risk Management by means of its own specific alarm criteria. At least once a month, all positions that have overrun their limits are reviewed by means of exchanges of information with each of the branches. These controls are in turn supplemented by missions performed by the Group’s Internal Audit department acting on behalf of General Management. Critical dossiers are monitored by a difficult-business committee meeting each week, which decides on the guidelines to be followed in agreement with the Commitments Department, Group Credit Risk Management and technical units. A specialised Credit Risk Reporting committee assesses the risk management quality. VIII.1.5 Risk management policy and objectives Improvement work on the tools dedicated to Basel II processing, carried out jointly with the Banque Fédérale des Banques Populaires, continued in 2008. These developments, together with permanent clientele data monitoring, have enabled Crédit Coopératif to considerably enhance the levels of reliability for Basel II information, which is now integrated in all its procedures covering delegations, risk management and pricing of MLT accommodation. Most of the clients have already received a rating from the tools, which incorporate this approach to risks. This environment strengthens the management of credit risks and provides Crédit Coopératif with more extensive information databases allowing it to analyse its activity in more precise detail. VIII.1.6 Risk approval procedures Every loan decision is taken on the basis of the same principles, regardless of the Crédit Coopératif group institution involved. • Every commitment requires prior authorisation, • Authorisations are granted by the head office or by the branches with the appropriate delegations of power, which depend on the type and amount of support applied for, • Credit applications are processed on the basis of a structured application framework tailored to each type of client, • The Commitments Department analyses the facility applications within its remit. It acts completely independently of the sales/marketing business lines, • Authorisations lapse after not more than twelve months, and the situations are reviewed accordingly at least once a year, • Joint analysis and the right of veto for Group Credit Risk Management are exercised for facility applications within the remit of the Commitments Committee for Crédit Coopératif and specific criteria tailored to each subsidiary or associated institution. 135 VIII.1.7 Continuous control of credit risks Continuous control is based: - On the one hand, on the Basel II rating system for clients, based on objective, financial and economic information. The ratings of major «Corporate» clients are reviewed by their manager at least once a year. For the other «Retail» clients, the rating is reviewed each month. - And on other hand, on a synthetic indicator of the quality of the credit risk for a client, taking into account his financial situation, the type of facilities, guarantees and his environment, allowing changes in the quality of the client’s business to be monitored. This indicator is a major instrument in guiding credit policy. The General Management is kept informed by means of a detailed report of: - The overall trend in the quality of loans outstanding, - The quality of the largest loans outstanding, - The detailed situation of clients with the highest amount of loans outstanding. VIII.1.8 Monitoring credit risks: changes in comparison to the previous period Changes in comparison to the financial year 2007 are principally linked to the Basel II agreement: - The Basel II rating system is integrated into the pricing procedure for MLT loans - For «Corporate» clients shared with other banks in the Banque Populaire Group, an information sharing system concerning Basel II ratings and defaults has been set up via the joint rating tool used by the Banque Fédérale des Banques Populaires. For these shared clients, the bank bearing the highest amounts outstanding is designated as the main bank: It is that bank that assigns the final rating to the client. - At the end of 2008, a risk committee dedicated to credit risks was set up, in accordance with the modalities set out in the Banque Populaire charter. VIII.1.9 Changes in the cost of risk 87 154 99 99 99 108 124 125 171 165 159 50 50 44 42 2005 2006 2007 2008 Parts C CCI In thousands of euros at 31 december 2008 DoubtfulProvisions loans Pre-disputed loans 178,838 Live loans with provisions 97,620 Total Cover levels 119,203 66.7 % 36,323 37.2 % 276,458 155,526 56.3 % VIII.2 MARKET RISKSMarket risks are risks that arise as a result of developments on financial markets (level of rates, currency exchange rates, prices on stock markets, etc.) which are unfavourable for the resulting establishment of: - A future reduction in income or an increase in expenses (the amount of interest in particular), - A reduction in the value of assets or an increase in that of liabilities, in particular for financial income entered in the balance sheet at its fair value. The Crédit Coopératif Group’s market risks relate principally to Crédit Coopératif S.A. For the above company, the market risks relate essentially to: - Financial instruments within the trading portfolio, where changes in valuations affect the income statement (these are principally derivatives), - Securities and UCITS shares in which surplus cash is placed (the majority of these securities being classified as available for sale, changes in their valuation modify the amount of equity capital), - Finally, cash flow hedging derivatives and imperfections in fair value hedging, concluded in order to guarantee: • Marginal foreign-exchange risk hedging, • Global interest-rate risk hedging (macro coverage), • Micro-coverage of this same interest-rate risk. 2008 was marked by changes in the cost of risk that were mainly linked to provisions calculated on amounts outstanding concerning businesses that are still active. The 2008 cost of risk thus expresses changes in the general economic situation and the prudential credit risk management policy that is essential in times of instability. NB: pursuant to standard IFRS 7, market risks include the interest-rate risk seen in a very general manner, including the global interest-rate risk, which is nevertheless examined outside this section and which relates to market risks with a stricter and yet more classic acceptance. Short term + Medium and long term VIII.2.1 CREDIT COOPERATIF TRADING PORTFOLIO (in € thousands) 35,000 1.5% 32,846 30,000 1% 25,000 0.62% 15,000 10,000 0.5% 0.39% 20,000 0.29% 17,937 0% 11,806 -0.5% 5,000 0 136 2008 cover levels for doubtful receivables via provisions: 31/12/2006 31/12/2007 30/12/2008 -1% According to IFRS standards the trading portfolio comprises securities classified in the market to market portfolio in line with French standards and derivative instruments which are not classified as hedging instruments; because of this, it is larger than the trading portfolio was before switching to IFRS standards. Crédit Coopératif’s trading portfolio is nevertheless deliberately limited and its position, calculated each day, remains significantly below the thresholds stipulated by regulation 95-02 relating to prudential monitoring of market risks, which are 20 million euros for the maximum position A nn u al R eport 2 0 0 8 and 15 million euros for the average position; the Crédit Coopératif Group is therefore not subject to this regulation. Therefore, at 31 December 2008, this position, calculated in a prudent manner, is less than 2 million euros despite the fact that a certain number of derivative instruments are classified in the trading portfolio in accordance with IFRS standards, while they do not correspond to open positions. Crédit Coopératif’s position vis-à-vis the threshold for application of regulation 95-02 concerning prudential monitoring of market risks 10,000,000 8,000,000 6,000,000 4,000,000 2,000,000 0 Jan Feb Mar April May Jun Juil Aug Sept Oct Nov Dec Jan Feb Mar April May Jun Juil Aug Sept Oct Nov Dec 07 07 07 07 07 07 07 07 07 07 07 07 08 08 08 08 08 08 08 08 08 08 08 08 All variations in the value of financial instruments within the portfolio have an effect on the income statement. Its sensitivity to the various risk factors can be assessed on the basis of the following elements: - The sensitivity of the trading portfolio valuation with a uniform change in interest rates of 100 basis points is approximately €0.3 million, - The risk value of a few shares held directly (a €70,000 position) is, at 10 days and with a confidence interval of 99%, €20,000, - Risk hedging for UCITS shares is equivalent, at 31/12/2008, to a negative share exposure of minus €5 million of equity risk; the valuation of stock index contracts concluded may therefore change fairly significantly; nevertheless, it should be noted that as the majority of hedged UCITS were covered when they were acquired or at the time of the switch to IFRS standards the UCITS have hence been classified at a fair value for options, even though they are not part of the trading portfolio, so that changes in their valuation offset, albeit partially in some cases, the effect of hedged derivatives on the income statement. VIII.2.2 LIQUIDITY AND OWN-ACCOUNT MANAGEMENT The market risks taken by Crédit Coopératif lie mainly within the framework of its own-account management (investment of surplus cash assets considered as stables) and in its shortterm cash flow management. > Counterparty risk The counterparty risk, which is basically a counterparty default risk (the credit risk for financial products) also constitutes a price risk through variations in the credit spread; it mainly concerns three fields of activity. Each of the counterparties in question has formed the subject of a request for authorisation examined and passed by the financial committee within the framework of application of the rules in force and the amounts thus authorised form the subject of periodic reviews that can lead to their reduction or withdrawal depending on the economic or financial environment and, in some cases, changes in the ratings assigned to the counterparties concerned. 1) The own-account short-term securities portfolio This is a portfolio of own-account private counterparty bonds, the vast majority of which are interbank bonds, classified in the investment portfolio in French accounting, and whose holding period at the time of purchase, early in 2008, stood at less than three years, and even less than two years for 80% of the portfolio, The purpose of this portfolio is to invest surplus cash amounts considered as stable. As the financial crisis has considerably increased the counterparty default risk, concerning inter-bank counterparties, in 2008 Crédit Coopératif took a certain number of steps aimed at capping the risk to which it is exposed concerning the portfolio; the effects of these steps will be felt progressively: - Reduction of the overall portfolio total through temporary suspension of renewals, to bring the total amount below the €500 M level, the new limit set; thus at the end of 2008, the total amount in the portfolio had been reduced to 830 M as against €1,150 M at the end of 2007, - Limiting the amounts of commitments involving a given counterparty to €10 M at most, whereas at the moment 30 counterparties still concerning amounts of over €10 M, with a maximum of €45 M, - Halving the maximum (residual) maturity of new securities purchased: 1 year for 80% of the portfolio and the rest at not more than 18 months; the average portfolio maturity, which currently stands at 300 days, should thus fall to something like 180 days, - Drawing up stricter rules for selecting counterparties. 137 2) Securitisation This portfolio is made up of €35 million of diversified mutual credit fund shares, which do not correspond to particularly high risk credits: 44% of the best-protected senior tranches and 56% of mezzanine tranches with less than €1 M in American home loans. 3) Cash management Interbank loans are made or short-term securities acquired within the framework of short-term liquidity management, although the overall amount is still relatively high (1.3 billion euros at the end of 2008, excluding the deposits at Banque de France): - More than half of these amounts concern establishments in the Crédit Coopératif or Banque Populaire groups. - The short maturity of these securities (just 3 months on average at the end of 2008) considerably limits the resulting credit risk borne by Crédit Coopératif. 4) Balance sheet management €590 million of French and Belgian government securities, or securities providing similar counterparty guarantees (CADES and BEI bonds) with long maturity have been acquired within the framework of managing the global interest-rate risk. They are classified as being «held until maturity» under the IFRS standards and the counterparty risk entailed can be considered as very low. Breakdown per country at 31 december 2007 Other European Countries Other European 1.21% Union countries Breakdown per type of counterparty 1.79% 5% Other Countries 0.21% France 68.38% Spain 4.56% Italy 5.05% Germany 4.64% Benelux 9.16% Breakdown by country at 31 december 2008 Other European Union countries 3.01% Spain 4.90% Italy 5) Tables and graphs showing the breakdowns of the amounts outstanding using various criteria North America Other European countries 1.34% North America 1.04% Other countries 0.55% France 77.45% 4.20% Germany 2.45% Benelux 5.05% At 31 December 2008, 50% of the counterparty risk was concentrated in sovereign securities or counterparties within the Banque Populaire group. 100 0,85% 1,12% 10.82% 6.03% 80 40.29% 51.68% 60 8 26.91% 40 17.50% 20 0 19.19% 25.65% 2007 2008 Securitization Companies 138 Banking Intra-group Sovereign At 31 December 2008, 97% of the counterparty risk was concentrated in issuers that are members of the European Union; furthermore, the defaults that occurred in 2008 concern counterparties outside the European Union, which provides incentive to refrain from further investment diversification of this type outside the Union. A nn u al R eport 2 0 0 8 Breakdown per rating assignment VIII.2.3 interest-rate risk not including establishments in the Banque Populaire Group The overall rate risk for the balance sheet as a whole is monitored by the ALM unit. The rate risk concerning ownaccount management more specifically, and which forms part of the overall rate risk, resides mainly in the following: - The proportion of the interest-rate risk contained in the portfolio of UCITS shares, which would not form the subject of interest-rate hedging, - In the residual interest-rate risk, represented by securities in the bond portfolio not hedged by interest rates (a fairly low proportion equivalent to €45 million for a fixed-rate security with a maturity of one year, this portfolio being in effect 93.4% hedged against the interest-rate risk), - In the interest-rate risk taken or accepted within the framework of liquidity management. It is covered by specific limits (mainly concerning sensitivity) at several levels: one corresponds to all own-account management, another to the short-term activity for which the treasurer is responsible, and a third to spot purchases or sales of futures contracts on the Bund. Rating 2007 2008 AAA AA+ AA AA- A+ A A- BBB+ BBB BBB- BB+ BB- Non noté Défaut TOTAL 20.69% 6.96% 5.09% 9.45% 16.94% 10.22% 11.89% 5.70% 1.49% 2.13% 0.00% 0.71% 8.74% 0.00% Cumulative Cumulative 2007 2008 32.16% 20.69% 32.16% 5.12% 27.65% 37.28% 3.53% 32.74% 40.81% 12.01% 42.19% 52.82% 24.32% 59.13% 77.14% 3.61% 69.35% 80.75% 4.98% 81.24% 85.73% 5.74% 86.93% 91.47% 2.80% 88.42% 94.27% 0.40% 90.55% 94.67% 0.05% 90.55% 94.72% 0.42% 91.26% 95.14% 2.60% 100.00% 97.74% 2.26% 100.00% 100.00% 100.00% 100.00% At 31 December 2008, 94.67% of the counterparty risk was concentrated in Investment Grade securities (rating of BBBor higher) as against 90.55% at the end of 2007. The changes between 2007 and 2008 are due to the following: - Renewal of mature lines in the form of positions on issuers whose ratings were at least and good as those for the mature positions. Thus 24% of the commitments involving companies were renewed at average ratings of BBB+. 60% of the commitments involving financial establishments were renewed at an average rating of A+, higher than the average rating for the mature lines, which stood at A-. - In the course of 2008, 15% of the position commitments saw a fall in ratings: Not including defaults, 88% fell by one level and 12% dropped by two levels. 2008 breakdown by rating class excluding commitments to the Banque Populaire Group BB [BB+/BB/BB-] 0.47% BBB [BBB+/BBB/BBB-] 8.94% A [A+/A/A-] 32.91% Default 2.26% Unrated 2.60% AAA 32.16% VIII.2.4 Share risk Concerning the situation at the end of December, this risk results mainly from the share component of UCITS shares, which amounted to €5 M at the end of December 2008. This amount is fully hedged by sales of futures contracts on index markets, but the hedging is not fully efficient because the individual behaviour of the making up the UCITS portfolio is not 100% correlated with that of the hedging index (there is a residual risk known as a ‘specific’ risk). Crédit Coopératif also holds a few shares directly, with a value of €0.70 million, and Bonds Redeemable in Shares for approximately €0.25 million, which also contain a small proportion of share risk. There is a limit to the overall share risk authorised within the framework of own-account management, completed by sub-limits allocated to certain particular responsibilities or management supports, together with maximum loss limits for certain types of operations. These limits are set by the financial committee and reviewed systematically once a year; they can also be modified in the course of the year The main limits were thus halved during 2008, taking into account the situation of the financial markets. Moreover, the financial department can directly set itself lower limits, on a temporary basis, provided that it informs the financial committee of the fact; limits of this type were in force at the end of 2008, and this further reduces exposure to risks. AA [AA+/AA/AA-] 20.66% 139 VIII.2.5 Foreign-exchange risk This risk stems mainly from the following three sources: - A position in other currencies that results from ownaccount management and is governed by a limit as to the overall amount of the euro exchange value; throughout 2008, the overall amount remained well below that limit (it fell almost to zero for the last few months), - The activity in other currencies resulting from clientele operations, which represents a foreign exchange position whose overall amount ranges between 0.5 and 1.5 M in terms of euro exchange value. - A holding in TISE, in zlotys, whose total amount corresponds to a euro exchange value of 1.5 M; and VISA securities in USD corresponding to 0.8 M euros The other operations, including operations carried out with the clientele and refinancing in other currencies, in some cases, are almost always hedged. VIII.2.6 Other sources of risk > Structured products Crédit Coopératif does not hold any structured products on its own account. Structured products issued or sold to the clientele are systematically hedged on the markets. > Mutual fund investments At the end of 2008, out of a total of €176 M invested in UCITS, €161 M concern a monetary UCITS managed by the Group’s management) company. Among the other UCITS shares held, some concern what are known as alternative or quantitative UCITS whose evaluation theoretically changes in a way that is not correlated to that of the markets. The corresponding amounts are covered by a specific limit, and at the end of 2008 they stood at only €1.8 M as against €10 M at the end of 2007. > Capital or performance guarantees Crédit Coopératif provided capital or performance guarantees for some ECOFI Investissement UCITS, concerning a total amount of €650 M at the end of 2008; of course, the management company does not rely on that guarantee alone, and it applies a prudent management policy to provide the clients with the guaranteed performance levels, wherever possible, without calling on Crédit Coopératif’s guarantee. The performance levels of some of the UCITS is exposed to the risk of falls in share market values or rises in interest rates. Furthermore, the drop in overnight rates makes it more difficult to provide, without risk, at least the performance levels guaranteed to clients, when the fund composition is changed to reduce exposure to market risks. There is thus a clear risk that these guarantees could be called on and in 2008, in a particularly difficult market context, the capital guarantee covering one of the funds guaranteed and maturing, was indeed brought into play, constituting an expense item of four thousand euros. On the basis of stress scenarios and prudent management rules, the risk to which Crédit Coopératif could be exposed in 140 coming years for the €650 M in live guaranteed UCITS is estimated weekly; these estimations lead us to consider that the resulting expense is unlikely to exceed €200,000. NB: The choice of counterparties for the directly held products making up the funds guaranteed has to be validated by the financial committee in the same way as own-account investments; however, the use of funds of funds means that some funds may involve a risk concerning non-validated counterparties; a detailed, transparent study of the UCITS contents carried out at the end of 2008 showed that only 5% of the fund amounts guaranteed do in fact correspond to such non-validated counterparties. VIII.2.7 SUMMARY OF THE SENSITIVITY OF RESULTS AND EQUITY CAPITAL TO DIFFERENT MARKET RISK FACTORS This summary is limited to Crédit Coopératif S.A and, excludes possible changes in the valuations of shareholdings Interest rate risk Effect on evaluation of the instruments concerned by an evaluation under IFRS standards, but without the rate risk contained in UCITS investments. Methodology Effect of a uniform 1% rate rise, i.e. 100 base points (in thousands of euros). 2007 2008 Income Equity Income capitals Equity capital - 8,464 - 9,361 2,689 2,152 The reduced favourable impact on the income statement of a rise in interest rates stems from the 15% reduction in the liabilities outstanding covered by fair value hedging (they are mainly the amounts of coupons calculated on the basis of a predetermined Euribor, which remain exposed to rate change risks). The reduced unfavourable impact of a rise in interest rates at the level of equity capital is due to the hedging strategy for liquidity management employments: The hedged amounts fell by 40% and the unhedged amounts remaining at a fixed rate was increased by 200% to make the most of a period of high interest rates in 2008, which came to an end just before the end of the year. A nn u al R eport 2 0 0 8 Price variation risk: Currency exchange risk counterparty risk for a portfolio of securities classified as being available for sale (mainly a bond portfolio) Methodology Impact of an increase in credit spreads identical to that noted between year N-1 and year N, in thousands of euros.) 2007 2008 Income Equity Income capitals Equity capitals -3,510 - 14,014 0 0 The major changes between 2007 and 2008 stem from the accelerating rise in spreads in the course of 2008: Thus in 2007, a bank with an A rating saw its spread increase by 21 base points for a one-year receivable, and the spread increased by a further 110 base points in 2008, which is quite exceptional; this means that the scenario presented is clearly a crisis scenario.. Price variation risk (excluding the counterparty risk for a bond portfolio) Methodology 99% risk value over a 10-business-day horizon (in thousands of euros). 2007 Income 478 490 290 2007 Income 2008 Equity Income capitals 17 0 Equity capitals 286 The risk value perimeter consists of UCITS shares and other directly owned shares within the framework of own-asset management. The fall in the risk value between 2007 and 2008 is due to changes in the portfolio breakdown: - The impact on income fell due to the 75% reduction in UCITS funds hedged by futures contracts (the hedging is not fully efficient because the hedging only covers the general risk, and not the specific risk), - The fall in the impact on equity capital is due to the 6% reduction in other UCITS funds, and the lower proportion of those funds corresponding to quantitative or alternative UCITS, which were reduced from 8% at the end of 2007 to just 1% at the end of 2008. Equity capitals 180 0 The currency exchange position in terms of euro exchange value rose from €1.6 M at the end of 2007 to €2.4 M at the end of 2008 with exposure concerning the USD in particular, whose volatility increased considerably in 2008, thus leading to a sharp rise in the risk value (whose amount, may we point out as a reminder, is expressed positively, as are all risk value amounts, but translates into a risk of reduced income or reduced equity capital in the event of unfavourable changes in the risk factors). Risk aggregation To provide a consolidated view of the various market risks, a Risk Value is shown, which concerns the overall exposure to the various market risks for the situation at 31/12/2008. 99% ten-day Income risk value in € thousands 2008 Equity Income capitals Methodology 99% risk value over a 10-business-day horizon (in thousands of euros). Equity capitals Total Foreign-exchange risk 180 0 180 Price variation risk: Shares 290 286 298 Interest-rate risk 629 3 103 2 592 Counterparty risk 0 3 919 3 919 Compensation due to correlations GLOBAL risk - 420 678 - 2 441 - 2 411 4 867 4 578 Risk Value method consists of calculating the maximum potential loss at 10 business days with a 99% confidence level). Although this method is best suited to the perimeter of a trading portfolio with daily monitoring of exposure to risks arising from speculative positions that can usually be cut off quickly, it is nonetheless a method that has the merit of constituting a standard. The calculation parameters (volatility and correlations) are estimated on the basis of a 252-day stock market history. The main hypotheses used for the method applied are that the statistical behaviour of market values taken as risk factors follows a Normal Law and that there is a linear relation between the risk factors and the value of the portfolio. 141 NB: The normality hypothesis that is used to enable global calculation is criticisable above all for the counterparty risk, as it leads us to reduce that value by about €1.3 M as a partial risk, as compared with the results obtained by application of a historical risk value method that does not presuppose compliance with that statistical hypothesis (€3.9 M as against €5.2 M). Black Monday 1987 25% fall in stock market values €690,000 Interest rate rise in October 1999 Interest rate rise ranging from 0.55% on 3 months to 0.11% on 10 years. €567,000 Changes in currency exchange rates Fall in exchange rates of up to 11% in the first half of December 2008 (for the USD rate) as against the euro. €245,000 for the ownaccount management perimeter Increase in credit spreads of the size seen from 26/09/2008 to 10/10/2008 Exceptional level of distrust in the banking system; as an example, for 1-year maturity: AAA : +6 base points AA +18 points A + 129 points BBB or unrated: + 158 points VIII.3 GLOBAL BALANCESHEET MANAGEMENT RISKS- VIII.3.1 SHEET MANAGEMENT RISKS Crédit Coopératif is facing an interest-rate and liquidity risk in connection with its activity of collecting resources and granting loans to clients. The global interest-rate risk is measured quarterly within the framework of the Banques Populaires group repository and since the cut-off at the end of September, using the new group software (whose current conditions of use do not yet enable us to obtain the balance sheet analyses as quickly after the cut-off date as beforehand.) > Measuring the effect of changes in rates on the forecast interest margin The interest margin over the next four years is calculated for a certain number of rate change scenarios. For two of these (a uniform decrease or increase in all rates of 100 basis points) group limits are fixed in order to limit the impact on the interest rate margin for the next two years; in 2008, the limits were set at 7% for the first year and 10.5% for the following year (the difference being calculated in relation to the results obtained in accordance with the scenario considered the most probable, according to ‘economists’), and the limits will be set at 6% and 9% respectively. At the end of September 2008, Crédit Coopératif did not seem to be too sensitive to a uniform change in rates: an effect of less than 2.5% on the interest-rate margin for each of the next two years; the most damaging scenario for it would be that of a rise 142 Crisis scenarios For each of the risks identified (Exchange rate, Share, Interest rate and Credit), Crédit Coopératif has drawn up crisis scenarios enabling it to complete the Risk Value approach, doing its utmost to base its forecasts on scenarios that have actually occurred. Thus in the light of studies of the past financial crises, four historical type scenarios were adopted at the end of 2008; they are set out in the table below, with indications of the corresponding risk value. €9.8 M for the perimeter dof securities classified as (AFS (no securities rated in the trading portfolio). in short rates taking place at the same time as a rise in long rates: for an opposite change in rates of 50 basis points, the margin would fall by just 1.7% over the first year only and then by 4.7% over the following year (it should be noted that this relative fall of 4.7% would appear in reality only as a less pronounced change than that anticipated according to budgetary theories with the rates scenario applied being the most probable one). > Calculating fixed-rate shortfalls [impasses] These impasses are calculated as from the third year on the basis of the difference between the forecast outstanding levels of the stock of fixed-rate resources and those of the stock of fixed-rate uses. Variable-rate products are considered as being fixed until the next rate setting date. All the employments and sources in the balance sheet and offbalance-sheet statement are scheduled either according to their contractual provisions, as is the case for loans, or according to a conventional schedule for sight deposits, each level of stock evolution is depreciated using the straight-line method, over a period that can vary between 5 and 20 years according to the category of clientele. With shortfalls of less than 3% of the initial assets On the last monitoring date based on the year-end of 31 December 2008, Crédit Coopératif easily complies with the Group limits set for these shortfalls at 10% for the first seven years (5.9% for the maximum impasse actually noted), and then at 7% for subsequent years (less than 2% for the year with the biggest actual impasse). A nn u al R eport 2 0 0 8 VIII.3.2 Liquidity risk Crédit Coopératif is structurally a lender on the interbank market, but it also collects long-term resources as part of its activity and according to its requirements. Liquidity risk is measured within the framework of the Banque Populaire Group’s risk benchmark document in the following manner: - On the one hand, using a classic calculation of shortfalls (stock resources minus stock employments); for Crédit Coopératif, as regards the situation at the end of September 2008, which shows a lack of resources over the next 5 years that varies between 5% and 9% of the initial assets, i.e. well below the limit set at 25%, whereas the following years only displayed surpluses of resources), - But also in accordance with two crisis scenarios: •A short-term signature crisis scenario over a month during which the funds collected fall very sharply: * By 5% for sight deposits and passbooks, * By 2% for building-savings plans * With collection of new CDNs reduced by 50% whereas the receivables outstanding increase by 2%. Crédit Coopératif complies easily with the Group limit set at 0% for the impasses noted at the end of the first month of a crisis, thanks to its possibility of calling more than a billion euros of receivables if necessary; this would enable it to retain excess resources amounting to 10% of its assets. NB: This scenario has been toned down as compared with the previous version (on the basis of what actually occurred for a banking establishment), but on the other hand, the limit for impasses has been reduced to 0% instead of 13% of the total assets as was previously authorised. • A second systemic crisis scenario concerning a longer period of 3 months, giving the establishment time to reduce its loans somewhat; this further scenario is currently being tested without any limit being imposed by the risk repository as yet, but Crédit Coopératif is easily able to meet the objective, which is once again to avoid a shortfall in resources. NB: In 2008, Crédit Coopératif tried out the new technical possibilities for mobilising receivables proposed to banking establishments, as a precaution, because it does not need to use them to maintain sufficient cash reserves. VIII.3.3 Global foreign-exchange risk At the end of December 2008, the global foreign exchange position for Crédit Coopératif, converted into euros, is €2.4 million. Crédit Coopératif applies an almost systematic hedging policy for foreign exchange risk stemming from its commercial activities with its clientele and such refinancing as may be expressed in other currencies; nonetheless, of course, it maintains a limited buffer supply of other currencies held by its correspondents in other countries to enable it to accompany its clients’ activities. VIII.4 OPERATING RISKSAccording to the official texts, operating risks include the risks of loss arising from an unsuitability or a failure attributable to internal procedures, persons or systems, or to external events. When calculating its equity capital requirements, the Banque Populaire Group currently applies the Basel 2 standard method. Within the framework of Basel 2 prudential regulations, since 2005 Crédit Coopératif has progressively set up an operating risk management system. Operating risks are inherent in all the establishment’s activities. Their measurement and control come under the direct responsibility of each business activity, which deals with declarations of any losses and incidents, identification and evaluation of risks and their hedging. This management is monitored by each business hierarchy, is of course integrated in the permanent control programmes. It is carried out by a dedicated team, within the Continuous Control Department. It relies on the Operating departments and their Permanent Control correspondents, as close as possible to the business units and the process knowledge. The system is then supervised by the General Management, via the Operating Risks, Conformity, and Security Committee. The Inspection Department of the Banque Fédérale des Banques Populaires carried out a review of the system in 2008. The measurement and supervision system is based on a repository common to the Banque Populaire Group. In 2008, the Banque Fédérale des Banques Populaires modified it prior to deployment of ORIX, a management tool for operational risk mapping. In 2008, Crédit Coopératif thus integrated the new methodology that can be used to map each potential generic risk and link losses to those risks. It also took part, as the pilot bank, in preparatory workshops to integrate the tool under the leadership of the Banque Fédérale des Banques Populaires. Delivery of ORIX to Crédit Coopératif, programmed in 2008, will be carried out early in 2009 in a partial version, including the mapping and incident functionalities. After an acceptance phase, the tool will be deployed among risk managers in the light of its functional coverage. The work to review the mapping and monitor execution of the action plans will be carried out at the same rhythm. In parallel to the work linked to the tool, the loss databases, extended to cover all the establishments in the Crédit Coopératif Group, are still being set up; the Operating Risk Committee met under the following modalities: The business activities presented their risk control systems and the operating risk team went over the consolidations carried out concerning collection of losses and the steps taken such as feedback concerning the main operating problems. Moreover, the mapping work continued among the establishments associated with Crédit Coopératif, in accordance with the initial procedure applied to Crédit Coopératif in 2006. Besides implementation of ORIX, the Banque Populaire Group management tool, and application of the resulting methodological changes, 2009 will be given over to continued deployment of the operating risk steering system, in particular with enrichment of the list of occurrences 143 completed by a list of the problems noted, monitoring of the permanent controls via the work carried out by the permanent control correspondents, and by setting up indicators to enable supervision of the most sensitive processes. As regards the Continuity of Activity Plan, it was possible in 2008 to continue the work that was initiated in 2004, within the «phoenix» methodological framework supplied by the Federal Bank. In particular, this year saw implementation of the Banque Populaire Group charter concerning the de PCA exercises policy, whose contents officialised principles already implemented by Crédit Coopératif for several years to ensure the coherence and efficacy of its PCA. In conformity with the charter, various exercises that meet the two fixed basic scenarios, i.e. “long-term unavailability of the premises at the head office” and “long-term unavailability of the information system”, were carried out successfully this year. In particular, a large-scale exercise covering 70% of our essential critical activities and involving more than 60 of our staff members on the backup site or two days, enabled validation of the elements in the plan implemented. The exercise also provided and opportunity to test for the first time the continuity plan for the mail service drawn up with various outside service providers. Nonetheless, the largest project in 2008 remained that of migrating the main IT production site under the control of the Head of the Continuity of Activities Plan. The main purpose of the migration, which comes within the framework of managing of major risks, was to separate the scenarios of joint unavailability of the premises and the information system in the event of an occurrence involving the headquarters in Nanterre. Its success showed once again the efficacy of the IT backup plan: IT production was carried out under very good conditions on the backup site for two weeks, thus enabling the equipment transfer operations to be carried out in full safety. 2009, for its part, will be given over to industrialisation of the process to keep the CAP in Operating Condition. A dedicated BP group software tool will be implemented to facilitate updating of the plans and a new series of exercises will be carried out to assess their efficiency. VIII.5 NON-COMPLIANCE RISKSA team has been set up to monitor the non-compliance risks. It is a component of the Continuous Control Department. In this respect, it carries out both prevention and control activities, in full independence from the commercial, financial and production lines of business activities. It combines two regulatory functions: - The Head of Compliance, who is responsible for compliance with obligations towards the Banking Commission; - The Head of Compliance for Investment Services, who is responsible for compliance with obligations towards the AMF. These actions concern control of the non-compliance risk, defined as «the risk of legal, administrative or disciplinary penalties, considerable 144 financial loss or damage to the reputation, resulting from failure to comply with measures pertaining to banking and financial activities, whether legislative or regulatory in nature, or pertaining to professional or ethical standards, or instructions from the management body taken, in particular, according to the directions set by the decision-making body.» It helps to ensure that the internal standards (rules of procedure, code of ethics) are kept operational. The perimeter of intervention of the Compliance team covers all the legislative and regulatory provisions governing banking and financial activities, the Information technology and personal rights, and the actions to prevent money laundering, financing terrorism and fraud, together with the policies determined by the General Management. Its preventive actions translate mainly into regulatory watch, implementation of a procedure to validate new products, drawing up and monitoring a policy to handle conflicts of interest, and deployment of a staff training and awareness enhancement plan. Furthermore, a professional ethics warning procedure enabling centralisation of shortcomings found in application of the laws, regulations, professional standards and ethical codes, was kept in operating condition. No warnings were forwarded in 2007. No warnings were forwarded in 2008. The supervision actions translate into permanent controls. These controls can be delegated to controllers intervening at the levels closest to the business activities lines. In this case, the Conformity team monitors implementation and execution of the controls. The team also carries out direct controls. For 2008, the Conformity team continued to take part in the project to apply the «Financial Instruments Markets» Directive, to refine and adjust the systems used to comply with professional obligations. Furthermore, the systems implemented in 2007 were kept in operational condition (regulatory watch, «new products»). As part of the efforts to prevent money laundering, a unit within the Compliance team continued to adapt the supervision system to comply with the regulatory context and clientele risk typologies. To anticipate transposition of the third directive concerning efforts to prevent money laundering and financing of terrorism, the technical project begun in 2007, to equip Crédit Coopératif with a new tool to detect and deal with atypical operations, was continued. A nn u al R eport 2 0 0 8 CONSOLIDATED NOTES AND APPENDICES Note IX – Commitments IX.1 Guarantee commitmentsThe non-financial guarantee commitments given (or received) correspond to contracts integrating an obligation to give (or a right to receive) non-financial assets in the event of debtor default. A financial guarantee is a contract that requires the issuer to indemnify the business guaranteed for any losses actually suffered due to failure on the part of a debtor to pay contractual amounts due. Exercising these rights is subject to the occurrence of an uncertain future event. The IFRS benchmark document distinguishes between three types of financial guarantee contracts: - Guarantees granted (received) on the outflow (inflow) of financial assets / liabilities, - Financial guarantees complying with the definition of an insurance contract and forming the subject of adequate technical provisions, - Financial guarantees similar to derivatives. The nominal value of these guarantee commitments is as follows: In thousands of euros at 31 december 2008 2007 Guarantee commitments given To credit establishments - confirmation of opening documentary credits - Other guarantees To the clientele - Property guarantees - Administrative and tax guarantees - Other deposits and guarantees given - Other guarantees Totalguarantee commitments given guarantee commitments received from credit establishments 14,097 22 14,075 2,800,850 97,086 429,779 510,760 1,763,225 9,411 364 9,047 2,736,740 100,033 406,768 479,729 1,750,210 2,814,947 2,746,151 615,441 536,323 IX.2 Capital commitmentsPursuant to standard IAS 39, capital commitments excluded from the scope of IAS 39 are entered in the accounts in accordance with standard IAS 37 “provisions, possible assets and liabilities”. A capital commitment given is a possible liability, defined in IAS 37 as a potential obligation resulting from past events and whose existence will only be confirmed by the occurrence (or not) of one or more uncertain future events which are not entirely under the control of the company or a current obligation resulting from past events but which is not entered in the accounts because: - It is not likely that an outflow of resources representing economic benefits will be needed to meet the obligation, or - The extent of the obligation cannot be valued with a sufficient degree of reliability. 145 The nominal value of these capital commitments as governed by standard IAS 37 amounts to: In thousands of euros at 31 december 2008 2007 Financing commitments given To credit establishments to the clientele - Opening documentary credits - Other confirmed credit openings - Other commitments Totalfinancing commitments given financing commitments received from credit establishments 146 4,574 761,435 19,988 720,035 21,412 3,994 675,646 17,689 631,907 26,050 766,009 679,640 1,310,722 138,735 A nn u al R eport 2 0 0 8 CONSOLIDATED NOTES AND APPENDICES Note X – Workforce and benefits granted to personnel X.1 WorkforceAverage numbers of serving staff employed during the period under review came to 1,968. X.2 Summary of provisions for social commitmentsIn thousands of euros at 31 december 2008 Provisions entered in the accounts at 31/12/2007 Retirement benefits Long service awards Total 511 895 1,406 Actuarial differences not recorded (754) 0 (754) Change of pension scheme to be carried forward 2,184 0 2184 Total commitment at 01/01/2007 1,941 895 2,836 Pension rights realised during the period (732) (179) (911) Pension rights acquired during the period 514 176 690 Financial expenses 454 107 561 (143) 0 (143) Variation in management expenses 0 0 0 Payments made into the fund over the year 0 0 0 Costs on payments 0 0 0 71 0 71 (17) 23 6 46 (141) -95 Recorded variation in staff costs 193 (14) 179 Actuarial differences relating to commitments (219) 0 (219) 135 0 135 0 0 0 (84) 0 (84) Expected gross return on assets Pension scheme change recorded in the accounts for the period Actuarial differences recorded for the period Other items Actuarial difference relating to the return on assets Other actuarial differences Variation in actuarial differences not recorded (1,296) 0 (1,296) Other items Pension scheme change occurring during the period (35) 0 (35) Provisions entered in the accounts 719 881 1,600 Actuarial differences not recorded (821) 0 (821) Change of pension scheme to be carried forward 1,120 0 1,120 1,018 881 1,899 Total commitment at 31/12/2008 147 In thousands of euros at 31 december 2007 Provisions entered in the accounts at 31/12/2006 Retirement benefits Total 478 684 1,162 40 0 40 Change of pension scheme to be carried forward 1,095 0 1,095 Total commitment at 01/01/2007 1,613 684 2,297 Pension rights realised during the period (676) (137) (813) Pension rights acquired during the period 498 132 630 Financial expenses 378 77 455 (384) 0 (384) Variation in management expenses 0 0 0 Payments made into the fund over the year 0 0 0 Costs on payments 0 0 0 84 0 84 0 (84) (84) 134 439 573 33 427 460 Actuarial differences not recorded Expected gross return on assets Pension scheme change recorded in the accounts for the period Actuarial differences recorded for the period Other items Recorded variation in staff costs Actuarial differences relating to commitments (796) 0 (796) Actuarial difference relating to the return on assets 2 0 2 Other actuarial differences 0 0 0 Variation in actuarial differences not recorded (794) 0 (794) Pension scheme change occurring during the period 1,173 0 1,173 (216) (216) Provisions entered in the accounts 511 895 1 ,406 Actuarial differences not recorded (754) 0 (754) Change of pension scheme to be carried forward 2,184 0 2,184 1,941 895 2,836 Other items Total commitment at 31/12/2007 148 Long-service awards A nn u al R eport 2 0 0 8 CONSOLIDATED NOTES AND APPENDICES Note XI – Sectoral information Standard IAS 14 requires the presentation of sectoral information based on a breakdown of the company by sector of activity and by geographic sector, each of these being subject to risks and levels of profitability that differ from those in other sectors. The Crédit Coopératif Group being principally based on the national network, sectoral information is not presented by geographic sector. On a sectoral level, the Crédit Coopératif Group is structured in three sectors: - The local banks - Asset management on behalf of third parties, this sector is represented by the subsidiary Ecofi-Investissements. - Capital investment, which covers the activities of the subsidiary BTP Capital Investissement, the Esfin company consolidated according to the equity method, and Tise. Sectoral information relates to financial aggregates taken from the balance sheet and the income statement and reconciled with financial statements. XI.1 Sectoral analysis of the balance sheetLocal bank Asset management on Capital Total behalf of third parties investment ASSETS - In thousands of euros 31/12/08 31/12/07 31/12/08 31/12/07 31/12/08 31/12/07 31/12/08 31/12/07 Financial assets at a fair value 26,684 35,206 0 0 0 0 26,684 by Income 35,206 Financial assets available 1,798,616 2,234,395 13,711 21,049 29,257 44,855 1,841,584 for sale 2,300,299 Loans and receivables from credit institutions 1,199,704 1,001,091 35 48 444 0 1,200,183 1,001,139 Loans and receivables from clients 7,286,342 6 370,220 0 0 7 0 7,286,349 6,370,220 Financial assets held until maturity 626,569 677,822 0 0 0 0 626,569 677,822 217 0 3,546 3,546 743 0 4,506 3,546 695,063 894,783 10,460 6,074 322 17,684 705,845 918,541 11,633,195 11,213,517 27,752 30,717 30,773 Goodwill on acquisition Other assets TOTAL ASSETS 62,539 11,691,720 11,306,773 149 Local bank Asset management on Capital Group behalf of third parties investment Total LIABILITIES - In thousands of euros 31/12/08 31/12/07 31/12/08 31/12/07 31/12/08 31/12/07 31/12/08 31/12/07 Financial liabilities at a fair value by income 22,933 11,563 0 0 0 0 22,933 11,563 Payables to credit institutions 1,190,936 875,234 0 0 0 173 1,190,936 875,407 Payables to clients 5,370,543 5,347,735 0 0 0 0 5,370,543 5,347,735 Liabilities in the form of securities issued Subordinated debt 3,352,138 239,846 3,158,070 235 ,573 0 0 0 0 0 0 0 0 3,352,138 239,846 3,158,070 235,573 Other liabilities 1,456,799 1,523,770 27,752 30,717 30,773 62,366 1,515,324 1,678,425 11,633,195 11,213,517 27,752 30,717 30,773 62,539 11,691,720 11,306,773 TOTAL LIABILITIES XI.2 Sectoral analysis of the income statementLocal bank In thousands of euros 31/12/08 31/12/07 Asset management on Capital Group behalf of third parties investment Total 31/12/08 31/12/07 31/12/08 31/12/07 31/12/08 31/12/07 Net banking income General and similar expenses Gross operating profit 24,984 (19,122) 5,862 29,051 (18,531) 10,520 3,043 (685) 2,358 6,985 375,239 345,681 (952) (254,289) (246,840) 6,033 120,950 98,841 5,857 10,468 2,263 6,831 347,212 309,645 (234,482) (227,357) 112,730 82,288 Net operating income before tax 26,624 150 101,820 34,744 119,119 A nn u al R eport 2 0 0 8 CONSOLIDATED NOTES AND APPENDICES Note XII – Affiliated parties XII.1 Remuneration of the company’s executive officersRemuneration, directors’ fees and pension commitments awarded at 31.12.2008 to members of Senior Management and Executive bodies are as follows: In thousands of euros Remuneration and Directors’ at 31 december 2008 commitments fees Senior Management body 616 117 Executive body 887 0 Advances and loans granted Body Representative 3,154 0 144 0 XII.2 Transactions with other affiliated partiesTransactions with fully consolidated companies are eliminated in consolidation, transactions with other non-consolidated affiliated companies are detailed below in the column entitled «Others». In this case, these are operations carried out with the Banque Fédérale des Banques Populaires and Natixis. Transactions with companies consolidated according to the equity method are not neutralised. They appear in the column entitled «consolidated according to the equity method». In the balance sheet Transactions affecting asset items with: companies consolidated according to the equity method In thousands of euros other affiliated companies 31/12/07 31/12/08 31/12/07 31/12/08 Assets at a fair value by income 0 0 989 2,576 Hedging instruments 0 0 534 7,092 20,199 24,238 224,882 311,616 6,997 0 319,431 445,117 Loans and receivables from clients 0 0 0 0 Financial assets held until maturity 0 0 0 0 Goodwill on acquisition 0 0 0 0 57 111 3,635 3,732 27,253 24,349 549,471 770,133 Financial assets available for sale Loans and receivables from credit institutions Other assets Total assets 151 Transactions affecting liability items with: companies consolidated according to the equity method In thousands of euros 31/12/07 other affiliated companies 31/12/08 31/12/07 31/12/08 Financial liabilities at a fair value by income 0 0 773 6,297 Hedging instruments 0 0 7,890 2,374 7,686 0 183,355 164,498 Payables to clients 0 0 0 0 Liabilities in the form of securities issued 0 0 253,236 254,745 20 20 88,968 84,821 7,705 20 534,222 512,735 Payables to credit institutions Other liabilities Total liabilities In the income statement Transactions affecting the gross operating profit In thousands of euros 152 companies consolidated according to the equity method other affiliated companies 31/12/07 31/12/08 31/12/07 31/12/08 Net banking income General expenses 1,090 (209) 1,258 (325) (2,394) (6,646) 12,954 (7,188) Gross operating profit 881 933 (9,040) 5,766 A nn u al R eport 2 0 0 8 153 2. Parent-company financial statements of Crédit Coopératif 154 Annual Report 2008 Financial statements Balance sheetASSETS In thousands of euros at 31 December Cash, central banks, postal-giro accounts Government stock and similar securities Receivables from credit institutions - sight - term Receivables from customers - Trade credit - Other loans to clients - Overdrafts on current accounts - Factoring Bonds and other fixed-income securities Equities and other variable-income securities Investments in subsidiaries and other securities held long-term Shares in affiliate undertakings Assets on finance lease and on purchase-option rental Outright rental Intangible fixed assets Tangible fixed assets Subscribed, unpaid share capital Company’s holding of its own shares Other assets Adjustment accounts Total ASSETS LIABILITIES In thousands of euros at 31 December 2008 2008 175,838 422,848 2,024,681 627,656 1,397,025 5,340,598 214,404 4,800,562 325,632 2007 1,522,786 174,722 55,592 292,335 205,014 1,984,182 202,789 45,717 249,515 185,680 21,922 20,997 68,855 191,967 48,951 315,639 10,497,158 9,984,604 2008 Central banks, postal-giro accounts Payables to credit institutions 1,641,049 - sight 372,480 - term 1,268,569 Customers’ credit balances 4,701,267 Regulated savings accounts - sight 946,722 - term 108,078 Other debt - sight 2,790,283 - term 856,184 Liabilities in the form of securities issued 2,859,481 - Short-term loan notes 85,249 - Interbank market securities 2,377,849 - Trade credit 396,383 - Other liabilities in the form of securities issued Other liabili 68,651 Accrued charges and other accrual accounts 172,379 Provisions 10,917 Subordinated debt 195,354 General banking risk reserve 22,030 Equity capital excluding general Banking risk reserve 826,030 - Capital subscribed 493,719 - Share premium account 142,964 - Reserves 150,816 - Revaluation reserve - Regulated provisions 4,601 - Balance of retained earnings (+/-) 15,171 - Result pending approval - Net income/loss for the year(+/-) 18,759 Total LIABILITIES 234,218 472,509 1 706,217 542,993 1 163,225 4 518,188 227,879 3 905,562 384,746 10,497,158 2007 1,211,798 425,364 786,433 4,703,393 794,639 113,119 2,628,028 1,167,606 2,755,310 69,197 2,256,416 429,696 48,042 202,161 9,135 209,397 23,389 821,979 493,719 142,964 108,804 3,358 8,451 64,683 9,984,604 155 OFF BALANCE SHEET AT 31 DECEMBER 2008In thousands of euros at 31 December 2008 2007 192,856 498,259 97,225 457,530 COMMITMENTS GIVEN Financing commitments Commitments in favour of credit institutions Commitments in favour of clients Guarantee commitments Commitments on behalf of credit institutions 13,773 commitments on behalf of clients 1,287,941 Commitments relating to securities Securities acquired on reverse repo Other commitments by the company COMMITMENTS RECEIVED Financing commitments Commitments receveid from credit institutions 1,208,552 Guarantee commitments Commitments received from credit institutions 815,774 Commitments relating to securities Securities sold on repo Other commitments received 5,661 1,309,682 659,450 251 Annual Report 2008 PUBLISHED INCOME STATEMENTIn thousands of euros at 31 December 2008 2007 Income and expenses from banking operations + INTEREST RECEIVED AND SIMILAR INCOME 519,248 + Interest and similar income on operations with credit institutions 93,383 + Interest and similar income on operations with clients 273,584 + Interest and similar income on bonds and other fixed-income securities 140,468 + Other interest received and similar income 11,812 + INTEREST PAID AND SIMILAR EXPENSES (362,877) + Interest paid and similar expenses on operations with credit institutions 57,189 + Interest paid and similar expenses on operations with clients 87,299 + Interest paid and similar expenses on bonds and other fixed-income securities 201,163 + Other interest paid and similar expenses 17,226 + Income from finance-leasing operations and purchase-option rental operations 88,674 - Expenses on finance-leasing operations and purchase-option rental operations 78,802 + Income from outright rental operations - Expenses on outright rental operations + INCOME FROM VARIABLE-INCOME SECURITIES 24,120 + COMMISSION INCOME 73,644 - COMMISSION EXPENSES (22,425) +/-TRADING-PORTFOLIO GAINS OR LOSSES 6,472 +/- Gain/loss on operations in traded securities (849) +/- Net gain/loss on foreign-exchange operations 1,328 +/- Net gain/loss on futures and options transactions 5,993 +/-GAINS OR LOSSES ON PORTFOLIO-INVESTMENT AND SIMILAR TRANSACTIONS 7,082 + OTHER INCOME FROM BANKING OPERATIONS 131 + Income from real-estate developments + Other income 131 - OTHER BANK OPERATING EXPENSES (103) - Expenses on real-estate developments - Other expenses 103 +/- NET BANKING INCOME - GENERAL OPERATING EXPENSES - Staff costs - Other administrative expenses - GENERAL OPERATING EXPENSES AND DEPRECIATION ON TANGIBLE AND INTANGIBLE ASSETS +/- EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION - COST OF RISK 255,163 (164,867) 94,710 70,157 (531) 23,000 62,186 (21,304) 267 (83) (563) 912 5,688 125 125 (176) 176 222,117 (163,155) 103,534 59,622 (592) 89,765 (77,737) 58,370 (18,956) +/- NET OPERATING INCOME 12,028 +/-GAINS OR LOSSES ON CAPITAL ASSETS (1,006) +/- Gains or losses on intangible and tangible fixed assets (21) - +/- Gains or losses on long-term financial assets (985) +/- PROFIT BEFORE TAX ON ORDINARY OPERATIONS 11,022 +/-NET EXTRAORDINARY PROFIT OR LOSS - CORPORATE INCOME TAX 7,621 +/-APPROPRIATIONS TO/REVERSALS FROM GENERAL BANKING RISK RESERVES AND REGULATED PROVISIONS 116 +/- Appropriations to/reversals from general banking risk reserves 1,359 +/- Appropriations to/reversals from regulated provisions (1,243) +/- NET INCOME/LOSS FOR THE YEAR 450,493 66,080 230,855 139,928 13,630 (303,770) 49,682 70,201 164,206 19,682 81,983 76,374 18,759 39,414 44,885 74 44,811 84,299 (26) (13,264) (6,325) (5,470) (855) 64,683 157 CONSOLIDATED NOTES AND APPENDICES Notes to the parent Company financial statements C rédit Coopératif, a société anonyme coopérative de Banque Populaire (people’s bank in the form of a cooperative public limited company) with variable capital, incorporates within its consolidation scope the credit institutions that signed an association agreement including its subsidiaries and non-banking acquisitions. 1 ACCOUNTING PRINCIPLES AND METHODS- exchange rate at the period-ending date. Unrealised or final foreign-exchange gains and losses are posted to income. Foreign-currency expenses and income paid or received are recorded at the rate prevailing on the transaction date, whereas expenses and income that are accrued but not paid or received are converted at the exchange rate prevailing at the year-end date. 1.4 ASSETS balance sheet The annual financial statements are drawn up in accordance with the regulations applicable to credit institutions and in compliance with generally-accepted French accounting principles. The rules for publication of the accounts are applied in compliance with regulations n° 91-01 of the Comité de la Réglementation Comptable (Accounting Regulations Committee) dated 16 January 1991, including all the updates up to regulation n° 200705 dated 14 December 2007, except regulation CRC 2008-15 concerning accounting procedures for options involving stock purchase or subscription plans and plans involving free share allocations to employees, to the extent that the expense arising from free allocation of shares (SAGA) had already been noted in full in 2007, prior to publication of the regulations. > Loans to clients Client loans are entered in the balance sheet at their nominal value. Accrued interest on receivables is posted under counterparty related-receivables accounts to the related income-statement items. 1.1 Accounting method changes implemented iduring the 2008 financial year Debt definition and classification Credit risk: existence of a potential loss related to possible failure of the counterparty to honour its commitments. Ascertained credit risk: probability that the institution is unlikely to recover all or part of the sums owed under the commitments subscribed to by the counterparty in accordance with the initial contractual terms, despite the existence of a guarantee or deposit, and association of this likely loss with one of the following situations: - one or more unpaid accounts for at least three months, - a worsening in the financial situation of the counterparty, - the existence of disputes or litigation between the institution and the counterparty. Healthy debt: accounting classification of outstanding loans that correspond to a normal commercial relationship, excluding all ascertained credit risk. Doubtful debts: accounting classification of loans carrying an ascertained credit risk. Compromised doubtful debts: doubtful debts with significantly No accounting method changes have been implemented during the 2008 financial year. 1. 2 Recourse to estimates In some fields, preparation of the Crédit Coopératif Group’s annual accounts requires formulation of hypotheses and drawing up estimations on the basis of the information available at 31 December 2008. These estimations underlying preparation of the annual accounts have been drawn up in a context marked by uncertainties concerning the economic prospects and highly volatile markets. The main estimations and hypotheses put forward by the management concern evaluation of the asset depreciations and provisions. 1.3 Conversion of currency operations Assets, liabilities and off-balance-sheet commitments denominated in foreign currency are converted at the official > Doubtful debts and losses Crédit Coopératif applies CRC regulation No. 2002-03, modified by CRC regulation No. 2005-03 of 3 November 2005, concerning the accounting treatment of credit risk. The possibility of deferring the application of article 3a to 1 January 2007, regarding the transfer of unauthorised overdrafts into doubtful debts, has been used. Annual Report 2008 deteriorated prospects of recovery which are being considered for writing off in the long run. Provision must be made for losses of an appropriate amount. Restructured debts: any abandoning of principal or interest, either outstanding or accrued, when restructuring a debt is recorded as a loss. The discount, representing the differential between the original contractual cash-flow discounting expected and future cash-flow discounting expected of capital and interest as a result of restructuring, is charged as cost of risk. The risk of non-recovery of cash-flow that still exists after a restructuring operation is posted as a loss and added to the discount. No contracts have been subject to restructuring during the financial year. Segmentation of doubtful debt The segmentation of doubtful debt and compromised doubtful debt is performed on the same basis as for overall gross amounts of debt outstanding, by counterparty type: non-financial companies, sole traders, individuals, government and private administration, other customer segments. Rules governing doubtful debt In general, doubtful debt is identified by means of attributes, and compromised doubtful debts are recorded in special accounts. Classification, for a given counterparty, of a debt as doubtful debt has a knock-on effect, with the classification on the same footing of the whole of the outstanding debts and commitments relating to the counterparty concerned, notwithstanding the existence of a security or guarantee. This rule concerns neither debt affected by isolated or shortduration disputes unrelated to any insolvency of the counterparty, nor the credit risk dependent upon the solvency of a third party. Where the counterparty belongs to a group, the institution examines the implications of such failure to pay for the group, and determines whether to class as doubtful debt all or part of the outstanding debt relating to the legal entities forming such a group. Regrading as healthy debt reflects the resumption of normal trading relations, which is observed when regular payments are resumed of the amounts corresponding to contractual instalments. Where, after regrading as healthy debt, the debtor fails to keep up the payments at the set dates, the outstanding debt is immediately downgraded to compromised doubtful debt. A debt classed as a doubtful debt is downgraded to a compromised doubtful debt: - In the event of default or on termination of relations notified in accordance with the contract in the case of undated loans, - One year after its classification as doubtful debt, Unless the transfer to loss at term is not envisaged. Where the debt becomes ascertainably bad, the debt is written off as a loss, regardless of whether any provision for loss has been previously recorded. Accounting for hedging instruments Hedging mechanisms arise from the following: - A short-term credit policy stance favouring back-to-back financing (trade discount and trade debt assignment), - Effective implementation of second-level auditing, performed by the commitments management department, - Partnerships with insurance companies sharing signature commitment risks or mutual-society partnerships pooling medium- and long-term risks, - Selection of collateral security (mortgage charges, fixed and floating charges, pledges, etc.) or even securities given by local government authorities. Rules governing provisions Doubtful-debt provisions are set aside on doubtful debts or for risks, for the amount of probable losses and taking into account any securities in favour of the bank. These provisions are calculated after individual analysis of each of the doubtful cases and are determined at quarterly intervals. Provisions for risk are recorded as liabilities in the balance sheet for unallocated customer risks and for off-balance-sheet commitments. Since 1 January 2005, provisions include future cash flow discounting expected. The writing back of provisions as a result of accretion is recorded as net banking income. Interest on recorded doubtful debt is fully provisioned; interest on compromised doubtful debt is no longer recorded in the accounts. > Securities portfolio Crédit Coopératif applies regulation No. 90-01 of 23 February 1990, including all modifications up to regulation No. 200501 of the Comité de la Réglementation Comptable, concerning posting of operations in securities. Crédit Coopératif has not carried out any accounting restatements concerning securities under the conditions set out in regulation No. 2008.17 of 10 December 2008 of the Comité de la Réglementation Comptable (French accounting regulation committee). Securities are classified according to their nature – government stock, bonds and other fixed-income securities, equities and other variable-income securities – and the purpose of holding them – for trading, short-term investment, portfolio activity, long-term investment, investment in subsidiaries or shares in affiliates. Trading securities Acquired or sold for short-term resale or repurchase, these are recorded at the time at their acquisition cost. At the year-end date, they are valued at their market value, and any unrealised gains and losses are written to income. Short-term investment securities Securities are considered as short-term investment securities if they are not entered as trading or investment securities. Recorded at the time of purchase for their acquisition price excluding costs, short-term investment securities are valued at the year-end at stock-market price for listed securities, and on the basis of their probable trade value for unquoted securities, while only unrealised losses are covered by a provision for loss. 159 Securities held to maturity These are fixed-income securities acquired for long-term holding until their maturation date, and benefiting from rate or cash hedging. They are recorded at the time of purchase for their acquisition price, and any difference between the acquisition price and the redemption value is spread out as income over the residual period until the securities mature. When the accounts are closed, the latent capital gains or losses are not entered. Portfolio-activity securities This category covers venture capital securities held for the purpose of making medium-term capital gains without intervention in management of the issuing companies. Acquired cost-free, these securities are evaluated on closing at their utility value. Unrealised capital gains are not recorded, whereas unrealised capital losses are covered by loss entries. Holdings and shares in affiliates These are securities of which the durable possession is considered conducive to the activity of the institution.) They are recorded including costs at their purchase price and evaluated at the time of closing at their utility value. Unrealised capital gains are not recorded, whereas unrealised capital losses are covered by loss entries. > Capital assets Tangible and intangible assets The CRC issued a regulation (CRC 2002-10) applicable to individual accounts as from 01/01/2005, concerning tangible and intangible assets alike. Regulation 2004-06 concerning definition and evaluation of assets also applies with effect from 1 January 2005. Tangible Operating Assets Gross amounts outstanding are broken down into items based on the existence of different periods of utilisation for each of the separate items constituting the same asset. Borrowing costs are not included when calculating the gross value of assets. The useful life values applied by Crédit Coopératif are as follows: Items Land Non destructible external walls External walls/roof/watertightness Foundations/framework External refurbishment Technical installations Interior fittings Useful Life Not applicable Not applicable 20-40 years 30-60 years 10-20 years 10-20 years 8-15 years The items are written down on the basis of the reduced gross value of their residual value and their useful life. The residual value is defined as the current value of the asset at the end of its probable working life. The residual value of items other than land and non-destructible external walls is deemed to be nil. Movables are not broken down into items; they are written down according to the useful life values shown below: Assets Office furniture and equipment Transport equipment Useful Life 5 to 10 years 5 years Non-operating fixed assets The item breakdown method is also applied. Intangible assets Leasing rights are amortised on a linear basis over the residual life of the lease and, where necessary, are subject to depreciation on the basis of the market value. The business is not subject to depreciation. Previous depreciation values have been retained as it is no longer possible (because of its age) to calculate the resources contributed by the business involved. Fixed assets for the equipment leasing activity The equipment acquired by Crédit Coopératif, within the framework of its equipment leasing activity, are initially recorded at their acquisition cost and depreciated on a straight-line basis or on a diminishing balance basis, in accordance with their estimated working lives under the tax rules. Some fixed assets can be the subject of further voluntary depreciation within the limits of the diminishing balance depreciation set by the French tax authorities. «Article 29» provisions (law 99.1173 of 30 December 1999) are set aside on a case-by-case basis to make up for such capital losses as may result, at the end of the contractual period, from the fact that the selling price of the equipment is lower than the net book value. Falls in the value of fixed assets are covered by depreciation. 1.5 LIABILITIES balance sheet > Bonds issued The costs relating to the issue of bonds are written down on a straight-line basis over the maturity period of the issues; premiums are also written down in equal amounts over the term of the issues, regardless of the repayment intervals. > Provisions entered for Company liabilities in accordance with recommendation 2003 R 01 of the Conseil National de la Comptabilité (French national accounting council) The provision entered in the balance sheet represents the actuarial value of the retirement and other similar allowance commitments concerning serving staff. It is reduced by the market value of assets applied to cover commitments and reduced or increased by the resulting actuarial differences: - experiential differences due to demographic variables, - changes in actuarial assumptions (discount rate, outgoing rate, salary increase rate), - differences recorded between the actual return and the anticipated return from hedged asset plans. Annual Report 2008 At 31 December 2008, the bank’s main actuarial hypotheses were as follows: - Adjustment rate : 4.25%, - Expected rate of return: 0%, 2% or 4% depending on the funds. The corridor method has been applied for retirement and similar commitments (retirement lump sums). A reminder is given here that evaluation of the retirement lump sums was affected in 2005 by the French ministerial application order of 18 July 2005 authorising employers to arrange for staff to retire without having to pay contributions. This impact was analysed as a change of scheme to be depreciated over the remaining period for acquisition of right as from July 2005. At 31 December 2007, the evaluation of the retirement lump sums took into account the French social security finance law for 2008: - The lump sums paid to staff on retirement were subject to payment of employer contributions at a 25% rate from 11 October 2007 to 31 December 2008, and then 50% as from 1 January 2009, - As from 2010, it will no longer be possible to arrange for staff to retire before their 65th birthday. As from 1 January 2008, the impact stemming from these legal modifications was spread over the average period before retirement as noted in 2005. At 31 December 2008, the evaluation of the retirement lump sums took into account the French social security finance law for 2009: - The possibility of arranging for staff to retire at the age of 65 was conserved for 2009 only, - As from 2010, the possibility of arranging for staff to retire is no longer envisaged. As from 1 January 2009, the impact stemming from these legal modifications will be spread over the average period before retirement as noted in 2005. > General banking risk reserve This reserve, which can be classed with equity capital, records the following: - The appropriation to the regional solidarity fund instituted as part of the guarantee system for the Banques Populaires network, - The allocation to general risk coverage. 1.6 Off-Balance Sheet Statement > Financial futures Hedging and market operations using future rate, currency or share financial instruments are recorded in accordance with regulation 90.15 of 18 December 1990, including all the updates up to regulation N° 2002-01 issued by the Comité de la Réglementation Comptable (French Accounting Regulations Committee) on 12 December 2002. The nominal commitments are posted in the off-balance-sheet statement, and they reflect the volume of the current transactions, without covering the counterparty or market risks. Gains or losses on allocated hedging operations are posted to income symmetrically to the posting of income or expenses on the asset hedged; interest rate instruments are posted to the same section as the income or expenses on the assets hedged. Hedging expenses and income relating to the company’s global interest-rate risk operations are posted to income pro rata temporis. 2 INFORMATION ON THE ITEMS IN THE BALANCE SHEET, OFF-BALANCE-SHEETSTATEMENT AND INCOME STATEMENTBALANCE SHEET OFF-BALANCE SHEET STATEMENT INCOME STATEMENT notes 1 to 36, notes 37 to 41, notes 42 to 48. 3 OTHER INFORMATION3.1 Depreciation on portfolio securities issued by credit establishments outside France Confirmed counterparty risks concerning investment securities entered in the balance sheet have led to entering a depreciation expense of €42.235 M recorded in the cost of risk allocated to credit establishments. 3.2 Receivables concerning losses carried back Corporate income tax is entered as income at a level of €7.621 M, as against an expense of €13.264 M at 31/12/2007. This situation results mainly from exercising the option provided for under the terms of the French adjustment finance law for 2008, consisting of setting the losses noted in 2008 for tax purposes against undistributed income for the previous three years. This receivable concerning the French tax authorities (€6.090 M) can be refunded on demand during the 2009 financial year. There is a further income item amounting to €1.371 M concerning a tax rebate for sponsoring activities. 3.3 Workforce The average numbers of serving staff during the 2008 financial year amounted to: Clerical workers 682 Executives 770 Total 1.452 3.4 Employee share-owning incentive scheme A profit-sharing agreement was signed by Crédit Coopératif on 29 June 2007, covering three years as from 1 January 2007. In application of the agreement, an expense item was entered as staff costs. 161 3.5 Remunerations, advances, loans and commitments benefiting members of the Senior Management and Executive bodies Total amount of remuneration and commitments in respect of retirement for the 2008 financial year - To members of senior management €807,000 . - To members of Executive bodies €869,000 Overall amount of advances and loans extended in 2008 - To members of senior management €3,007,000 . - To members of Executive bodies €11,000 3.6 Individual right to training Under the individual right to training scheme, the rights acquired amounted to 123,616 hours as at 31 December 2008, of which 123,553 remain available. 3.7. Commitments concerning guarantees covering the liquidity and solvency of the Banques Populaires The system for guaranteeing the liquidity and solvency of the Banques Populaires network was laid down by a general decision of the Banque Fédérale des Banques Populaires, as central body, pursuant to Articles L. 511-30, L. 511-31, L. 511-32 and L. 512-12 of the French Monetary and Financial Code. This guarantee system is based on all the equity capital held by the establishments in the network through a mechanism of internal solidarity. The Banque Fédérale implements the solidarity of the network by calling for the necessary financial backing from all the Banques Populaires, within the limits of their equity capital. The Banque Fédérale’s own equity capital vouches as a last resort for the liquidity and solvency of the Banques Populaires. Under the internal solidarity mechanism, a first line of solidarity is set up. It consists, on the one hand, of the federal solidarity fund, an integral part of the Banque Fédérale’s general banking risk reserve, and on the other hand of the regional solidarity funds, integral parts of the Banques Populaires’ general banking risk reserves. These regional funds are replenished each year by allocations amounting to 10% of the net profits made by the banques populaires before depreciation and dividends, and after deduction of corporate income tax. The banques populaires cannot avail themselves of these funds without the approval of the Banque Fédérale. It should be recalled, moreover, that the institutions of the banques populaires network are members of the Deposit Guarantee Fund instituted by law, of which all approved credit institutions in France are members. Annual Report 2008 Note 1 Central bank, Post Office accounts (CCP), government securities and interbank receivables 2008 2007 Funds, central banks, post office account CCP 175,838 Government and similar securities 422,848 Receivables from credit institutions 2,024,681 - sight 620,893 - term 1,380,466 - net doubtful debts - provisions for country risks concerned - non-allocated securities - related receivables 23,322 234,218 472,509 1,706,217 533,776 1,157,811 In thousands of euros at 31 December Total - Of which affiliates - Of which Banques Populaires people’s banks network Note 2 2,412,944 460,650 344,607 Breakdown by residual maturity In thousands of euros at 31 December 2008 ASSETS Receivables from credit institutions Receivables from clients Lease receivables Bonds and other fixed income securities Total ASSETS LIABILITIES Debts to credit institutions Debts to clients Liabilities in the form of securities issued Subordinated loans Total 2,623,367 649,010 480,752 14,630 <3 months 3 months <D< 1 year 1 year Not brokenTotal <D< 5 years > 5 years down at termt 573,335 265,338 577,229 377,962 60 1,793,924 442,343 470,804 1,774,263 2,207,878 15 4,895,303 20,089 50,568 135,656 6,026 212,339 667,425 1,318,037 1,454,135 507,309 606,086 131,438 184,518 352,931 145,155 268,684 1,260,362 13,423 949,182 1,009,920 570,467 766,001 77,000 478,553 2,824,941 70,000 22,868 169,868 2,123,315 886,423 300,865 241,267 1,491,827 282,270 2,788,013 2,833,133 1,341,087 830,660 75 8,393,393 22,868 5,204,353 163 Note 3 Breakdown of government securities In thousands of euros at 31 december 2008 2007 TransactionTrading Investment TotalTransactionTrading Investment Total Gross amounts 413.459 413.459 462.447 462.447 Depreciation Related receivables 9.389 9.389 10.062 10.062 Total Note 4 422.848 422.848 Healthy interbank debts In thousands of euros at 31 december 2008 At sightTerm Accounts and loans 620.893 Financial loans Repo securities received Repo stock received Fixed term subordinated loans Non-fixed term subordinated loans 1.051.869 At sightTerm 1.672.762 533.776 825.133 295.153 295.153 299.897 33.385 33.385 32.721 60 60 60 Total 1.358.909 299.897 32.721 60 2.001.360 533.776 1.157.811 1.691.587 Operations with clients – assets In thousands of euros at 31 December Overdrafts on current accounts Commercial debts Other client loans Related receivables and unposted items Net doubtful debts Country risk depreciation Total 2007 Total Total 620.893 1.380.467 Note 5 472.509 472.509 2008 2007 316.359 198.441 4.696.863 26.287 102.648 369.692 216.784 3.821.677 19.937 90.098 5.340.598 4.518.188 Annual Report 2008 Note 6 Breakdown of other client loans 2008 In thousands of euros at 31 December 2007 Export credits 5.208 Liquidity and consumer credit facilities 220.625 Equipment loans 3.862.071 Home loans 576.537 Other client loans Repo amounts received Repo securities received 31.157 Subordinated loans 1.265 Total Note 7 29.850 200 4.696.863 3.821.677 Equipment leasing and rental 2008 2007 Equipment Rental TotalEquipment In thousands of euros at 31 December leasing leasing Client debts (financial) Temporarily non-leased property Depreciation Net doubtful loans Related receivables 212.339 764 (90) 2.863 730 212.339 764 (90) 2.863 730 Total 216.606 216.606 Note 8 5.858 177.914 3.180.642 427.208 5 Rental 192.938 1.168 (302) 2.039 621 Total 192.938 1.168 (302) 2.039 621 196.464 196.464 Changes in leasing and similar transactions Decreases 2008 Gross values of assets Amortisation Provisions Article 29 Depreciation Related receivables 352.613 101.374 75.919 (167.708) (70.836) (63.892) (423) (419) (301) (66) (277) 1.499 193 378.068 (174.652) (4) (90) 1 692 Total 185.680 205.014 In thousands of euros at 31 December 2007 Increases LEASING 30.665 11.331 165 Note 9 Breakdown of loans by economic transactor 2008 CreditNon Sole IndividualsPrivate State,Other institutions -financial traders administrationgovernment items In thousands of euros companies agencies and at 31 December social security Total Credit institution transactions 2.024.681 2.024.681 Customer and leasing transactions Healthy loans 3,367.424 27.650 513.865 1,435.619 65.674 8.337 5.418.569 Doubtful debts 130.811 14.796 24.620 72.216 37 242.480 - Non compromised 47.442 5.589 9.327 27.257 7 89.622 - Compromised 83.369 9.207 15.293 44.959 30 152.858 Depreciation on doubtful debts/assets (74.462) (8.192) (13.604) (40.009) (28) (136.295) - Non compromised (17.400) (2.143) (3.585) (10.439) (33.567) - Compromised (57.061) (6.050) (10.019) (29.570) (28) (102.728) Of which: Subordinated debts 750 750 Subordinated doubtful debts Depreciation on subordinated doubtful debts Leasing debts 198.039 1.936 852 11.639 603 213.069 Doubtful leasing debts 12.316 120 53 724 37 13.250 Depreciation on doubtful leasing debts (8.945) (87) (38) (526) (27) (9.623) Depreciation on leasing debts (84) (1) (5) (90) Securities transactions Fixed income securities debts 1.140.511 143.194 203.721 35.361 1.522.787 Doubtful securities debts 52.037 52.037 Depreciation on doubtful securities debts (41.888) (41.888) Annual Report 2008 Note 9 Breakdown of loans by economic transactor 2007 CreditNon Sole IndividualsPrivate State,Other institutions -financial traders administrationgovernment items In thousands of euros companies agencies and at 31 December social security Total Credit institution transactions 1.706.217 1.706.217 Customer and leasing transactions Healthy loans 2.758.468 28.809 433.518 1.248.102 36.628 86,066 4.591.591 Doubtful debts 80.856 11.225 25.227 87.851 676 205.835 - Non compromised 28.954 3.358 7.468 26.162 210 66.152 - Compromised 51.902 7.867 17.759 61.689 466 139.683 Depreciation on doubtful debts/assets (46.983) (5.922) (13.273) (46.294) (360) (112.832) - Non compromised (5.572) (819) (1.849) (6.424) (49) (14.713) - Compromised (41.585) (5.088) (11.389) (39.747) (310) (98.119) Of which: Subordinated debts 202 202 Subordinated doubtful debts Depreciation on subordinated doubtful debts Leasing debts 180.009 1.645 1.723 9.891 290 193.558 Depreciation on doubtful debts 12.875 118 123 707 21 13.844 dépréciations Créances leasing debts (9.892) (90) (95) (544) (16) (10.637) Depreciation on leasing debts (281) (3) (3) (15) (302) Securities transactions Fixed income securities debts 1.392.530 300.022 205.313 86.317 1.984.182 Doubtful securities debts Depreciation on doubtful securities debts 167 Note 10 Securities portfolio In thousands of euros at 31 december Transac-Trading tion Bonds and similar securities Gross book values Depreciation Net values Stocks and similar securities 2008 2007 Invest-TAP TotalTransac-Trading Invest-TAP ment tion ment Total 41.159 1,526,251 1.567.410 109.324 1.875.739 1.985,063 (1.496) (43.128) (44.624) (881) (881) 39.663 1.483.123 1.522.786 108.443 1.875.739 1.984.182 Gross amounts 185 Depreciation Net values 185 173.559 6.596 (4.519) (1.099) 169.040 5.497 Total 185 208,703 1 483,123 5 497 1,697,508 3,786 3,04 4,371,875 ,739 3 ,0092,186 ,971 Gross book value In thousands of euros Market value 180.340 3.786 197.037 4.109 (5.618) (1.043)(1.100) 174.722 3.786 195.994 3.009 2008 RedemptionUnrealisedUnrealised value capital gain capital loss 204.932 (2.143) 202.789 Depreciation Short-term investment securities and portfolio activities (excluding loaned securities) Fixed-income securities Variable-income securities 40.724 180.155 39.775 40.571 174.889 546 352 1.496 5.618 1.496 5.618 Investment securities (excluding loaned securities) Note 11 1.864.561 1.909.027 1.842,235 44.465 Bonds and other fixed income securities In thousands of euros at 31 december TransactionTrading 2008 Investment TotalTransactionTrading 2007 Investment Total Gross book values Listed securities Issued by public bodies Other issuing houses 444 598.458 598.458 926 1.437.321 1.438.247 Unlisted securities 350.420 350.864 Issued by public bodies 15.280 15.280 201.880 201.880 Other issuing houses 40.280 486.945 527.225 108.018 211.747 319.765 Loaned securities Borrowed securities Doubtful debts 52.037 52.037 Related receivables 435 23.111 23.546 379 24.790 25.169 Subtotal: gross valuess 41,159 1,526,251 1,567,410 109,324 1,875,739 1,985,063 of which subordinated debts 27.527 4.727 32.254 10.559 4.727 15.286 Depreciation and Provisions Depreciation on doubtful debts Depreciation Country risk provisions Subtotal: provisions Total (1.496) (43.128) (1.496) (881) (43.128) (881) (1.496) (43.128) (44.624) (881) 39.663 1.483,123 1.522.786 (881) 108.443 1.875,739 1.984.182 Annual Report 2008 Note 12 Equities and other variable-income securities In thousands of euros at 31 december 2008 TransactionTradingTAP 2007 TotalTransactionTradingTAP Total Gross book values Listed securities Capitalisation UCITS Other UCITS Other securities 185 185 200 200 Unlisted securities OPCVM de Capitalisation UCITS Other UCITS 170.614 170.614 3.586 193.911 Other securities 2.945 6.596 9.541 3.126 4.109 197.497 7.235 Related receivables Subtotal: gross values 185 173.559 6.596 180.340 3.786 197.037 4.109 204.932 Depreciation on listed securities on unlisted securities (4.519) (1.099) (5.618) (1.043) (1.100) (2.143) on own shares Subtotal: provisions Total NOTE 13 (4.519) 185 169.040 (1.099) (5.618) 5.497 174.722 3.786 (1.043) 195.994 (1.100) (2.143) 3.009 202.789 Changes in securities held to maturity In thousands of euros 2007Purchases Disposals Redemp- Conver-Discount /Transfers at 31 december tion sionPremium OverallOther items 2008 regrading variations Government stock Gross value Results of transfers completed 462.447 (45.735) (3.253) 413.459 Bonds and other FRS Gross value 1.875.740 3.150.299 (20.345) (3.475.760) (2.971) (51.169) 50.457 1.526.251 Results of transfers completed (966) (966) 169 Annexe 14 Investments in subsidiaries, shares in affiliates, and other long-term securities held 2008 In thousands of euros at 31 December 2007 Gross financial assets 348.760 296.681 Depreciation (1.468) (1.450) Net financial assets 347.292 295.231 Currency translation 635 Related and other receivables Total Annexe 15 347.927 295.231 Changes in shareholdings and related holdings In thousands of euros at 31 December 2007 Increases Decreases 2008 ConversionOther changes Gross book values Investments in subsidiaries and other securities held long-term 46.948 9.950 (157) (634) 56.107 Shares in affiliates 249.515 37.457 (810) 6.173 292.335 Shares in property investment companies 218 100 318 Subtotal 296.681 47.507 (967) (634) 6.173 348.760 Depreciation Investments in subsidiaries and other securities held long-term (1.449) (56) 37 Shares in affiliates (1) 1 Shares in property investment companies Subtotal (1.450) (56) 37 1 295.231 Net financial assets Annexe 16 47.451 (930) (634) (1.468) (1.468) 6.174 347.292 Intangible assets and fixed assets In thousands of euros at 31 December 2008 2007 Gross values Amortisa- Deprecia-Net tion tion values Gross values Amortisa- DepreciaNetat 31 tion ciation values 4.999 34.453 39.452 (4.592) (407) (12.798) 21.655 (17.390) (407) 21.655 4.999 33.294 38.293 (4.592) (407) (12.572) 20.722 (17.164) (407) 20.722 Operating assets Intangible assets Tangible assets Subtotal Non-operating fixed assets Total 535 39.987 (268) (17.658) (407) 267 535 21.922 38.828 (260) (17.424) 275 (407) 20.997 Annual Report 2008 Annexe 17 Changes in operating and non-operating fixed assets In thousands of euros at 31 December 2007 Increases DecreasesOther items 2008 Gross book values Intangible operating fixed assets Leasehold rights and trade goodwill 4.999 4.999 Software Other items Subtotal 4.999 4.999 ngible operating fixed assets Land Constructions Shares in property investment companies Other items Subtotal Non-operating fixed assets 2.148 18.045 564 (312) 12.917 796 184 117 (6) 33.294 1.477 (318) 2.148 18.297 13.713 295 34.453 535 535 Amortisation and depreciation Intangible operating fixed assets Leasehold rights and trade goodwill (4.999) Software Other items Subtotal (4.999) (4.999) Tangible operating fixed assets Land Constructions (12.484) (521) 289 Other items (88) (1) 7 Subtotal (12.572) (522) 296 (12.716) (82) (12.798) Non-operating fixed assets Annexe 18 (260) (8) (4,999) (268) Tangible operating fixed assets – breakdown of constructions In thousands of euros at 31 December Gross values 2008 Amortisation and depreciation Net values Constructions Non destructible external walls External walls/roofing/waterproofing Foundations/framework External refurbishment Technical installations Interior fittings Total 366 1.102 (480) 3.339 (1.138) 42 2.510 (1.531) 10.938 (9.567) 18.297 (12.716) 366 622 2.201 42 979 1.371 5.581 171 Annexe 19 Adjustment accounts, other assets In thousands of euros at 31 December 2008 2007 Other assets and miscellaneous employment of funds 68.855 191.967 48.951 315.639 260.822 364.590 Total Annexe 20 Other assets and miscellaneous employments of funds In thousands of euros at 31 December 2008 Options instruments purchased 609 Settlements of transactions in securities 3.293 Property development Other stocks and miscellaneous employments of funds Sundry debtors 64.953 Net doubtful debts Related receivables TotaL Annexe 21 68.855 2007 1.046 9.530 38.375 48.951 Accrual accounts (assets) 2008 2007 Collection accounts 60.680 Adjustment accounts 269 Variance accounts Potential gains on unsettled hedging contracts 1.142 Potential losses on settled hedging contracts 2.790 Prepayments 25.886 Deferred income 1.860 Issue premiums to be carried forward Other deferred charges Other accruals 99.340 71.910 88 In thousands of euros at 31 December Total 191.967 1.665 8.469 33.834 2.579 197.094 315.639 Annual Report 2008 Annexe 22 Central bank, CCP postal giro and debts to credit institutions 2008 2007 Central banks, CCP postalgiro a/cs Accounts and borrowings sight 370.710 term 1.260.362 Other amounts payable 700 Related accounts payable 9.277 421.664 782.338 400 7.396 In thousands of euros at 31 December Total - Of which affiliates - dOf which Banques Populaires people’s banks network Annexe 23 1.641.049 117.885 113.554 1.211.798 143.514 143.514 Details of interbank resources In thousands of euros at 31 December 2008 At sightTerm Total 2007 At sightTerm Current account balances 370.710 370.710 421.664 Accounts and borrowings 1.232.652 1.232.652 654.628 Amounts delivered on repo 100.000 Securities delivered on repo 27.710 27.710 27.710 Total 370.710 1.260.3621.631.072 Annexe 24 421.664 654.628 100.000 27.710 782.338 1.204.002 Operations with clients – liabilities In thousands of euros at 31 December Accounts and borrowings sight term Deposits and guarantees Other amounts payable Related accounts payable Total 421.664 Total 2008 2007 3.690.692 949.182 3.378.469 1.261.414 46.311 15.082 44.199 19.311 4.701.267 4.703.393 173 Annexe 25 Breakdown of other client accounts - Liabilities In thousands of euros at 31 December At sight 2008 term Total At sight 2007 term Specially-regulated savings accounts 946.647 108.067 1.054.714 794.639 113.059 Accounts and borrowings 2.744.045 620.794 3.364.839 2.583.830 603.529 Borrowing from financial clients 20.000 20.000 500 Amounts delivered on repo Securities delivered on repo 200.321 200.321 544.326 Total 3.690.692 949.182 4.639.874 Annexe 26 907.698 3.187.359 500 544.326 3.378.469 1.261.414 4.639.883 Debts represented by a security In thousands of euros at 31 December 2008 Short-term loan notes and savings bonds 83.683 Interbank market securities Negotiable debt securities 2.352.723 Of which: - subscribed by credit institutions 725.291 - subscribed by financial clients 306.800 - souscrits par la clientèle 1.320.632 Bonds issued 388.535 Other liabilities in the form of securities issued Related accounts payable 34.540 Total Annexe 27 Total 2.859.481 2007 67.924 2.224.081 913.890 84.277 1.225.914 421.829 41.476 2.755.310 Adjustment accounts, other liabilities In thousands of euros at 31 December 2008 2007 Other liabilities Accruals 68.651 172.379 48.042 202.161 241.030 250.203 Total Annual Report 2008 Annexe 28 Other liabilities 2008 2007 Options instruments sold 120 Settlements of transactions in securities 40 Deferred-tax liabilities Liabilities on securities Outstanding payments on securities not fully paid 14.748 Sundry creditors 51.774 Investment grant Allocated government stocks 1.969 Related accounts payable 158 1,044 In thousands of euros at 31 December Total Annexe 29 1.969 68.651 48.042 2008 2007 58.656 3.935 51.260 2.837 425 11.280 45.186 52.897 547 16.733 37.603 93.181 172.379 202.161 Accrual accounts (liabilities) In thousands of euros at 31 December Collection accounts Adjustment accounts Variance accounts Potential gains on unsettled hedging contracts Potential gains on settled hedging contracts Unearned income Accrued charges Other accruals Total Annexe 30 5.491 39.380 Summary of depreciation and provisions In thousands of euros at 31 December 2007 Increases DecreasesOther items variations 2008 Provisions written against assets Depreciation for doubtful debts 112.569 89.075 (21.229) (1.044) Depreciation for market transaction risks 5.606 5.319 (1.839) (2) Country risk provisions Total depreciation 118.175 94.394 (23.068) (1.046) 179.371 9.084 188.455 Provisions for liabilities Counterparty-risk provisions Provisions for depreciation risks Provisions for operating expenses Provisions for social commitments Extraordinary provisions Total provisions for liabilities 5.785 6.536 (3.806) 8.515 2.779 46 (1.151) 1.674 571 9.135 211 6.793 (54) (5.011) 728 10.917 Total 101.187 (28.079) Effect on the income statement 73.108 175 Annexe 31 Provisions for liabilities 2007 Increases Provisions for off-balance sheet social commitments In thousands of euros at 31 December Country risk provisions 278 Sectoral provisions 1.935 Provisions for client disputes 3.572 6.536 Other customer provisions 5.785 6.536 DecreasesOther items variations 2008 (278) (1.935) (1.593) (3.806) 8.515 8.515 Provisions for company commitments CAR Retirement benefits 57 166 Long-service awards 514 45 (54) FCR Mutual societies Other items 571 211 (54) 223 505 728 Provisions for depreciation risks Securities portfolio and future financial instruments Financial assets Property development Other assets Provisions for future operating expenses Provisions for taxes and duties Other provisions for operating expenses 2.779 46 (1.151) 2.779 46 (1.151) 1.674 1.674 Extraordinary provisions Provisions for IT restructuring Provisions for extraordinary restructuring Other extraordinary provisions Total Annexe 32 9.135 6.793 (5.011) 10.917 Cover for doubtful receivables 2008 In thousands of euros at 31 December Gross DepreciationNet values values 2007 Gross DépréciationsNet values values Interbank operations Doubtful Compromised doubtful Transactions with clients and leasing 242.480 (136.295) 106.185 205.835 (112.832) Doubtful 89.622 (33.567) 56.055 66.152 (14.713) Compromised doubtful 152.858 (102.728) 50.130 139.683 (98.119) Securities portfolio and sundry debtors 39 (39) 39 (39) Doubtful Compromised doubtful 39 (39) 39 (39) Total doubtful receivables -Doubtful -Compromised doubtful 242.519 89.622 152.897 (136.334) (33.567) (102.767) 106.185 56.055 50.130 205.874 66.152 139.722 93.003 51.439 41.564 (112.871) 93.003 (14.713) 51.439 (98.158) 41.564 Annual Report 2008 Annexe 33 Subordinated debt In thousands of euros at 31 December 2008 2007 Fixed term subordinated debts Non-fixed term subordinated debts Mutual guarantees extended Related accounts payable 147.000 22.868 22.266 3.220 162.245 22.868 20.649 3.635 195.354 209.397 Total In thousands of euros Date d’emission Currency Amount of issue Date d’emission EUR 22 867 Undated EUR EUR EUR EUR EUR 30,000 30,000 15,245 40,000 47,000 17/12/2014 30/06/2010 29/06/2008 19/11/2016 28/06/2012 Reference rate Near-equity loans (1) CC near-equity loan 29/01/1986 Other subordinated debt (2) CREDIT COOP 4% 17/12/14 TSR 17/12/2004 CREDIT COOP 6,25% 30/06/10 TSR 30/06/2000 CCCC 5,35% 29/06/08 TSR 29/06/1998 CREDIT COOP 4,15% 17/11/16 TSR 19/11/2006 CCCC 6% 28/06/12 B TSR 28/06/2002 TMO 2008 2007 22 867 22 867 4% 30,000 6.25% 30,000 5.35% 4.15% 40,000 6% 47,000 30.000 30.000 15.245 40.000 47.000 Total 185.112 Capital outstanding 169.867 185.112 (1) Near-equity loans: These are non-redeemable, except at par in the event of liquidation. Crédit Coopératif reserves the right to redeem these securities through the market (Public Offer for Purchase [“OPA”]) and to offer to exchange them (Public Offer for Exchange [“OPE”]). (2) Subordinated securities: In the event of the issuer’s going into liquidation, these securities are redeemed to the holders after paying off all preferential or chirographic creditors. Crédit Coopératif reserves the right to redeem securities early by repurchasing through the market; it may also redeem these securities through Public Offers for Exchange [“OPE”] and Public Offers for Purchase [“OPA”]. Annexe 34 General banking risk reserve In thousands of euros at 31 December 2007 DecreasesOther variations 2008 General banking risk reserve Regional Solidarity Funds 10.220 (2.000) 13.169 641 8.220 13.810 Total 23.389 Increases 641 (2.000) 22.030 177 Annexe 35 Equity capital Share Issue RegulatedRevaluation Reserves and Equity capital FRBGEquity capital (1) premiumsProv and reserve amounts excluding capital Réglem. carried General Banking Equity capital and grants forward Risk Reserve Income at 31/12/04 before appropriation 232.780 66.106 1.294 71.482 371.662 13.316 Income at 31/12/04 21.351 21.351 Distribution (5.208) (5.208) Equity capital at 31/12/04 after appropriation 232.780 66.106 1.294 87.625 387.805 13.316 Capital increase 58.230 58.230 Currency translation difference Accounting method changes (2.815) (2.815) Net appropriations to regulated provisions 456 456 Net appropriation to the General banking risk reserve 2.304 Other changes Equity capital at 31/12/05 before appropriation 291.010 66.106 1.750 84.810 443.676 15.620 Income at 31/12/05 25.069 25.069 Retailing (6.826) (6.826) Equity capital at 31/12/05 after appropriation 291.010 66.106 1.750 103.053 461.919 15.620 Capital increase 202.709 76.858 279.567 Currency translation difference Accounting method changes Net appropriations to regulated provisions 587 587 Net appropriation to the General banking risk reserve 2.299 Other changes 9 (490) (481) Equity capital at 31/12/06 before appropriation 493.719 142.964 2.346 102.563 741.592 17.919 Income at 31/12/06 26.820 26.820 Distribution (10.188) (10.188) Equity capital at 31/12/06 after appropriation 493.719 142.964 2.346 119.195 758.224 17.919 Capital increase Currency translation difference Accounting method changes (1.940) Net appropriations to regulated provisions 856 856 Net appropriation to the General banking risk reserve 5.470 Other changes 156 156 Capitaux propres 493.719 142.964 3.358 117.255 759.236 23.389 au 31/12/07 avant affectation Income at 31/12/07 64,683 64,683 Equity capital at 31/12/07 after appropriation 493.719 142.964 3.358 181.938 823.919 23.389 Capital increase Currency translation difference Accounting method changes Net appropriations to regulated provisions 1.244 1.244 Net appropriation to the General banking risk reserve (1.359) Other changes 384.978 21.351 (5.208) 401.121 58.230 (2.815) 456 2.304 459.296 25.069 (6.826) 477.539 279.567 587 2.299 (481) 759.511 26.820 (10.188) 776.143 (1.940) 856 5.470 156 780.685 64,683 845.368 1.244 (1.359) Annual Report 2008 Annexe 35 (suite) Equity capitaL Income at 493.719 142.964 4.602 31 december 2008 before appropriation Income at 31 décembre 2008 Distribution Equity capital at 493.719 142.964 4.602 31 december 2008 after appropriation 181.938 825.163 18.759 (15.951) 200.697 22.030 845.253 18.759 18.759 (15.951) (15.951) 843.922 22.030 848.061 (1) Share capital breakdown at 31 December 2008: 2,743,596 A shares, 14,932,704 B shares, 8,223,700 C shares and 6,475,001 cooperative investment certificates; all these securities have a unit value of €15.25. Annexe 36 Appropriation of earnings Proposed appropriation of earnings (in euros) Determination of earnings to appropriate EARNINGS for the financial year RETAINED EARNINGS carried forward Drawing from reserve prescribed by the Articles EARNINGS available for appropriation Appropriation of available earnings Legal reserve (15% of 18,758,920.00) Reserve prescribed by the Articles Special investment reserve Other reserves Dividends on A shares Dividends on B shares Dividends on C shares Dividends on CIC shares Rebate RETAINED EARNINGS carried forward 18.758.920 15.171.283 33.930.203 2.813.838 8.179.157 4.570.692 3.554.776 750.000 14.061.740 Total Annexe 37 Total amount 33.930.203 Capital commitments In thousands of euros at 31 December Capital commitments made To credit institutions To clients - Documentary credits opened - Other confirmed credits opened - Other commitments Total Of which affiliates 2008 2007 192.856 498.259 19.988 470.576 7.695 97.225 457.530 17.689 437.772 2.069 691.115 188.282 554.755 93.231 Financing commitments received From credit institutions From clients 1.208.552 Total 1.208.552 179 Annexe 38 Guarantee commitments In thousands of euros at 31 December Guarantee commitments made On behalf of credit institutions Confirmation of opening documentary credits Other guarantees On behalf of clients Property deposits Administrative and fiscal deposits Other deposits and guarantees provided Other guarantees provided Total Guarantee commitments received from credit institutions - Of which affiliates Annexe 39 2008 2007 13.773 22 13.751 1.287.941 47.436 41.484 448.525 750.496 5.661 364 5,297 1.309.682 50.437 40.004 417.269 801.972 1.301.714 1.315.343 815.774 371.338 659.450 296.984 Futures and options transactions 2008 In thousands of euros 2007 HedgingOthers Total HedgingOther Notional and fair value transactions transactions at 31 December Total Firm transactions Transactions on organised markets Interest rate contracts 124 124 100 Foreign-exchange contracts Financial assets 4.823 4.823 17.401 4.947 4.947 17.501 Over-the-counter transactions Forward interest rate agreements Interest-rate swaps Other forward contracts 100 17.401 17.501 1.999.901 17.000 2.016.901 2 114.143 87.000 2,201.143 1.999.901 17.000 2.016.901 2.114.143 87.000 2.201.143 Forward foreign-exchange contracts Brokerage swaps to be received to be delivered Financial swaps to be received to be delivered Other foreign-exchange contracts to be received to be delivered 76.866 20.056 76.866 20.056 262.158 211.756 262.158 211.756 54.399 46.557 197.878 54.399 46.557 197.878 16.109 6.249 496.272 16.109 6.249 496.272 2.004.848 214.878 Total firm transactions 2.219.726 2.131.644 583.272 2.714.916 Annual Report 2008 Annexe 39 (suite) Futures and options transactions 2008 In thousands of euros 2007 HedgingOthers Total HedgingOther Notional and fair value transactions transactions at 31 December Total Optional transactions Transactions on organised markets Exchange-rate options purchased sold Exchange-rate options purchased sold Other transactions achetées sold Over-the-counter transactions Exchange-rate options purchased 63.837 63.837 49.762 sold 44.676 44.676 27.550 Exchange-rate options purchased sold Other transactions purchased sold 108.513 108.513 77.312 Total optional transactions 108.513 Total future financial instruments and foreign exchange 2.113.361 214.878 108.513 77.312 2.328.239 2.208.956 49.762 27.550 77.312 77.312 583.272 2.792.228 181 Annexe 40 Classification of future financial instruments by portfolio 2008 Micro MacroOpenTrading Total In thousands of euros hedging hedging isolated at 31 December position 2007 Micro MacroOpenTrading hedging hedging isolated position Total Firm transactions Forward interest rate agreements Interest-rate swaps 1.856.901 143.000 17.000 2.016.901 1.875.408 238.735 70.000 17,000 2.201.143 interest-rate and foreign currency swaps Other forward contracts 1.856.901 143.000 17.000 2.016.901 1.875.408 238.735 70.000 17.000 2.201.143 Optional transactions Interest rate options bought Interest rate options sold Total Annexe 41 63.837 44.676 63.837 44.676 49.762 27.550 49.762 27.550 108.513 108.513 77.312 77.312 1.965.414 143.000 17.000 2.125.414 1.952.720 238.735 70.000 17.000 2.278.455 Information on over-the-counter transactions 2008 Contracts In thousands of euros at 31 December 2008 Information on derivative instruments Nature of contracts On interest-rates Notional amount 2.080.738 (including bought conditionnal instruments) 63.837 Ventilation by residual term (sold conditionnal instruments excluded) < 1 year 754.682 < 1 year and > 5 years 889.336 > 5 years 436.720 Gross substitution cost Positive 42.360 Négative 37.376 Potential operations credit risk 10.997 Credit risk of contracts traded over-the-counter Ponderation Positive gross substitution cost Positive net substitution cost Potential credit risk Credit risk equivalent before guarantees Securities Credit risk equivalent after guarantees On exchange-rates 197.059 196.659 400 5.669 6.032 1.987 Credit institutions Clients 20% 50% 29.038 9.532 9.259 9.532 7.699 2.035 16.958 11.568 5.639 11.319 11.568 BP 0% 9.697 9.697 3.250 12.947 12.947 Annual Report 2008 Annexe 42 Income from variable-income securities 2008 In thousands of euros at 31 December Dividends received on investment securities Dividends received on Portfolio-activity securities Dividends received on shareholdings and related holdings 66 Total Annexe 43 2007 24.054 23.000 24.120 23.000 Net income from trading portfolio 2008 In thousands of euros at 31 December TradingTAP 2007 TotalTradingTAP Total Depreciation (5.197) (5.197) Reversal of depreciation 1.106 1.106 Losses on disposals (1.687) (1.687) Income on disposals 12.860 12.860 Other items (706) 2.645 460 (2.969) 6.833 (575) (706) 3.105 (2.969) 6.833 (575) Total 5.228 5.688 Annexe 44 7.082 7.082 460 Commission In thousands of euros at 31 December Expenses 2008 2007 IncomeNetExpenses IncomeNet Cash and interbank transactions (1.875) 352 (1.523) (1.701) 603 Transactions on payment instruments (17.278) 21.172 3.894 (16.169) 19.042 Operations with clients (2.498) 29.814 27.316 (2.604) 30.394 Securities transactions (61) 701 640 2.132 Foreign-exchange transactions 168 168 150 Off-Balance-Sheet commitments Financial services provided (713) 21.321 20.608 (830) 9.722 Consultancy 115 115 143 Total (22.425) 73.643 51.218 (21.304) 62.186 (1,098) 2.873 27.790 2.132 150 8.892 143 40.882 183 Annexe 45 General operating expenses 2008 In thousands of euros at 31 December 2007 Staff costsl Salaries and emoluments Pension contributions and related expenses Other welfare contributions Employee share-owning incentive scheme Employee profit sharing Payroll taxes and levies Subtotal of staff costs (49.170) (8.491) (26.246) (675) (183) (9.945) (94.710) (52.248) (8.306) (25.066) (3.694) (4.692) (9.528) (103.534) (4.926) (65.231) (70.157) (4.293) (55.328) (59.621) (164.867) (163.155) Other operating expenses Taxes and dues Other general operating expenses Subtotal of other operating expenses Total Annexe 46 Pension contributions and related expenses In thousands of euros at 31 December 2008 Gross commitment 2008 Assets in coverNet commitment Pension rights realised during the period (700) Pension rights acquired during the period 444 Financial expenses 411 Expected gross return on assets 132 Variation in management expenses Payments made into the fund over the year Costs on payments Pension scheme change recorded in the accounts for the year 76 Actuarial differences recorded for the period 0 Other items 67 (700) 444 411 (132) Variation recorded in income 298 132 Actuarial differences relating to commitments (223) Actuarial difference / return on assets (122) Other actuarial differences 166 (223) 122 Variation in actuarial differences not recorded Pension scheme change occurring during the period Other items (223) (122) (671) (51) Other variations not recorded in the accounts (722) 76 67 (101) (671) (51) (722) Annual Report 2008 Annexe 47 Cost of risk 2008 2007 Depre- ReversalsLosses not RecoveriesNet Depre- ReversalsLosses not RecoveriesNet ciation net of covered on ciation net of covered on In thousands of euros depre- by receivables depre- by receivables at 31 December 2008 ciation provisions amortised ciation provisions amortised Allocated provisions for losses Interbank balances o/s Receivables from clients (45.245) 13.233 (2.175) 1.415 (32.772) (30.841) 9.581 (1.001) 1.426 (20.835) Misc. debtors and securities (42.235) (42.235) (87.480) 13.233 (2.175) 1.415 (75.007) (30.841) 9.581 (1.001) 1.426 (20.835) Provisions Off-Balance-Sheet commitments General provisions (6.536) Country-risk provisions 3.528 278 (3.008) (819) 278 1.606 1.092 787 1.092 3.806 (2.730) 2.698 1.879 (6.536) Total cost of risk Of which: - reversal of depreciation that has ceased to be applicable - reversal of provisions for loss used Subtotal reversals: - losses covered by provisions Net reversals Annexe 48 (819) (94.016) 17.039 (2.175) 1.415 (77.737) (31.660) 12.279 (1.001) 1.426 (18.956) 17.039 12.279 7.462 6.376 24.501 18.655 (7.462) (6.376) 17,039 12,279 Corporate income tax Corporate income tax shows a credit amounting to €7,621,000. 185 3. Statutory auditors’ reports Statutory auditors’ reporton the consolidated financialstatementsCrédit Coopératif S.A. Head office: 33, rue des Trois Fontanot 92000 Nanterre Share capital: e493,718,765. Year ending on 31 December 2008 Ladies and Gentlemen, In fulfilment of the assignment entrusted to us by your General Meeting, we present to you below our report on the financial year ended 31 December 2008 concerning: • The audit of the annual financial statements of Crédit Coopératif S.A., as appended to this Report; • The evidence and arguments substantiating our opinions, • The special check provided for by law. The consolidated financial statements were drawn up by your Board of Directors. It is our duty to give our opinion of these financial statements, on the basis of our audit. 1 Opinion of the consolidated financial statements We carried out our audit in accordance with professional standards applicable in France; these standards require us to conduct investigations in order to obtain reasonable assurance that the consolidated financial statements are free from material misstatement. An audit consists of checking, on a test basis, or using other selection methods, the elements substantiating the amounts and information contained in the consolidated financial statements. It also consists of assessing the accounting principles applied and the significant estimates made in order to draw up the financial statements, as well as evaluating their overall presentation. We consider that the elements we have collected are sufficient and appropriate to enable us to form our opinion. We hereby certify that the financial statements for the year, in view of the IFRS benchmark document as adopted within the European Union, are properly drawn up, accurate and give a true and fair view of the net assets, financial position and net income of the entity formed by the persons and businesses comprising the consolidated entity. 2 Evidence substantiating our assessment The accounting estimations used in drawing up the financial statements at 31 December 2008 have been made in a context of uncertainty as to the economic prospects and of high levels of market volatility. It was in this context that we proceeded to make our own assessments, to which we would like to draw your attention, pursuant to the provisions set out in Article L.823-9 of the French Commercial Code. • Your group sets aside provisions designed to cover the credit risks inherent to its activities as described in Note III, “General principles and methods of valuation”, in the notes to the consolidated financial statements. Within the framework of our assessment of the significant estimates made in drawing up the financial statements, we examined the scheme of control and supervision put in place by the group to enable monitoring of credit risks, and we have evaluated the risks of non-recovery and the levels of the resulting provisions on an individual and collective basis. • Your group holds positions in securities and in financial instruments. Note III “General principles and methods of valuation” in the notes to the consolidated financial statements sets out the accounting principles and methods used for securities and financial instruments, and for the hedging accounts. We examined the existing documentation justifying the accounting classifications adopted and the parameters used to evaluate its positions. We have also checked that the notes provide appropriate information in this respect. Our assessments as given in the foregoing are consistent with our approach in auditing the consolidated financial statements as a whole, and therefore contributed to the forming of our unreserved opinion as expressed in the first part of this report. Annual Report 2008 3 Specific check We also checked the information relating to the group given in the management report, as provided for by law. The truth, fairness and consistency with the consolidated financial statements of the information given in that report call for no comment on our part. The statutory auditors Paris La Défense, 13 March 2009 KPMG Audit Department of KPMG S.A. Fabrice Odent Partner Paris, 13 March 2009 SOFIDEEC Baker Tilly Cyrille Baud Partner Jean-François Dermagne Partner 187 Statutory auditors’ reporton the annual financialstatementsCrédit Coopératif S.A. Head office: 33, rue des Trois Fontanot 92000 Nanterre Share capital: e493,718,765. Year ending on 31 December 2008 Ladies and Gentlemen, In fulfilment of the assignment entrusted to us by your General Meeting, we present to you below our report on the financial year ended 31 December 2008 concerning: • Audit of the annual financial statements of Crédit Coopératif S.A., as appended to this Report, • The evidence and arguments substantiating our opinions, • The specific checks and disclosures required by law. The annual financial statements were drawn up by your Board of Directors. It is our duty to give our opinion of these financial statements, on the basis of our audit. 1 Opinion on the annual financial statements We carried out our audit in accordance with professional standards applicable in France; these standards require us to conduct investigations in order to obtain reasonable assurance that the annual financial statements are free from material misstatement. An audit consists of checking, on a test basis, or using other selection methods, the elements substantiating the amounts and information contained in the annual financial statements. It also consists of assessing the accounting principles applied and the significant estimates made in order to draw up the financial statements, as well as evaluating their overall presentation. We consider that the elements we have collected are sufficient and appropriate to enable us to form our opinion. We hereby certify that the annual financial statements, viewed in the light of French accounting principles, are properly drawn up, accurate and give a true and fair view of the net income from operations for the financial year ended and of the financial position and net assets of the company at the end of the particular financial year. and within the framework of our assessment of the significant estimates made in drawing up the financial statements, we examined the procedures put in place by the company for the identification and evaluation of the risks of non-recovery and for covering such risks by provisions. • As indicated in note I to the financial statements, your company records and values its financial instruments by applying valid accounting principles. We assessed the approaches adopted by your company for valuing these financial instruments on the basis of the information currently available and conducted tests to assess the application of these methods on a test basis. Our assessments as given in the foregoing are consistent with our approach in auditing the annual financial statements as a whole, and therefore contributed to forming our unreserved opinion as expressed in the first part of this report. 3 Special checks and information We have also carried out the special checks required by law. We have no comments to make regarding: • The truth and fairness and consistency with the annual financial statements of information given in the management report from the Board of Directors and in the documents sent to shareholders regarding the financial position and the annual financial statements, • The truth and fairness of information given in the management report regarding remuneration and benefits awarded to the company’s officers in question as well as to commitments made in their favour at the time of taking up, leaving or changing their positions or subsequently. In application of the law, we have made sure that the various items of information concerning the holdings and controlling interests acquired and the identity of the persons and entities holding the capital and the voting rights, have been communicated to you in the management report. The statutory auditors Paris La Défense, 13 March 2009 KPMG Audit Department of KPMG S.A. Fabrice Odent Partner 2 Evidence substantiating our assessment The accounting estimations used in drawing up the financial statements at 31 December 2008 have been made in a context of uncertainty as to the economic prospects and of high levels of market volatility. It was in this context that we proceeded to make our own assessments, to which we would like to draw your attention, pursuant to the provisions set out in Article L.823-9 of the French Commercial Code. • As indicated in note I to the financial statements, your company sets aside provisions designed to cover the credit risks inherent to its activities. On the basis of the elements currently available, SOFIDEEC Baker Tilly Cyrille Baud Partner Jean-François Dermagne Partner Annual Report 2008 Statutory auditors’special report on regulatedagreements andcommitmentsCrédit Coopératif S.A. Head office: 33, rue des Trois Fontanot 92000 Nanterre Share capital: 493,718,765 e. Year ending on 31 December 2008 Ladies and Gentlemen,, In our capacity as the statutory auditors of your company, we are required to submit to you our report on regulated agreements and commitments. Agreements with Banque EDEL S.N.C. •Nature and object: Assignment of receivables by Crédit Coopératif S.A. •Terms: This assignment of receivables is executed for an amount of four million two hundred and twelve thousand two hundred and seventy four euros and eighty four cents (€4,212,274.84), calculated as follows: - Live loans: €4,318,994.87 - Instalments in arrears at 30/04/2008: €18,312.00 - Doubtful debts at 30/04/2008: €714,302.00 - Provision: - €839,334.13 Agreements approved in previous financial years which were maintained in being during the financial year under review Furthermore, we were not informed of any agreements approved in earlier financial years, that remained in effect in the financial year under review. Agreements and commitments authorised during the financial year Pursuant to Article L.225-40 of French Commercial Code, we have been advised of agreements and commitments which form the subject of prior authorisation from your Board of Directors. Our duties do not include ascertaining the existence of other possible agreements and commitments but of advising you, on the basis of information supplied to us, as to the characteristics and essential terms and conditions of those agreements and commitments of which we have been notified, without commenting on their usefulness and expediency. It is your duty, according to the terms of Article R.225-31 of French Commercial Code, to assess the usefulness of entering into these agreements and commitments for the purpose of approving them. We have applied the due diligence that we found necessary in the light of the professional doctrine of the Compagnie nationale des commissaires aux comptes (French national society of auditors) concerning this mission. The due diligence consisted of checking the concordance of the various items of information given to us with the basic documents from which they were taken. Paris La Défense, 13 March 2009 KPMG Audit Department of KPMG S.A. Fabrice Odent Partner Paris, 13 March 2009 SOFIDEEC BAKER TILLY Cyrille Baud Partner Jean-François Dermagne Partner Agreements with BTP Banque S.A. • Persons concerned: Mr Jean-Claude Detilleux, Chairman of the Board of Directors of Crédit Coopératif S.A and the Supervisory Board of BTP Banque S.A. • Nature and object: Liquidities management agreement •Terms: This agreement is entered into for a three-year period, and it can be extended by tacit renewal for subsequent three-year periods. Crédit Coopératif S.A. will carry out on behalf of BTP Banque S.A. own-account transactions on the one hand, and transactions on behalf of clients on the other hand. •Date of authorisation: Meeting of the Board of Directors on 29 August 2008 •Effect: No remuneration was noted for execution of this agreement 189 Draft resolutions ORDINARY RESOLUTIONSFIRST RESOLUTION The General Meeting, having acquainted itself with the contents of the management report of the Board of Directors, the report of the Chairman of the Board of Directors and the Statutory Auditors’ reports, approves as presented the company financial statements for the year ended 31 December 2008. This meeting approves unreservedly all the operations carried out during the 2008 financial year, and gives discharge to the directors for their management of the affairs of the business for that financial year. SECOND RESOLUTION The General Meeting, having acquainted itself with the management report of the Board of Directors and the Statutory Auditors’ report, approves as presented the consolidated financial statements for the year ended on 31 December 2008, as well as the operations reflected in these financial statements and described in these reports. THIRD RESOLUTION General Meeting sets at 3,6% for the financial year 2008 the rate of interest on the non-voting preferred-interest shares, termed “C” shares, entitled to a 40% tax rebate as stated in Article 158-3 2 of the CGI, for the benefit of individuals only. This interest will be paid on 23 June 2009. Holders of these shares will have the option of receiving payment of the interest in C shares or in cash. The whole of the distributed income provides an entitlement to a 40% rebate. FOURTH RESOLUTION In accordance with Article 9 of the Articles of Association, and in response to the proposal from the Board of Directors, the General Meeting sets at 3,6% for the financial year 2008 the rate of interest on the non-voting preferred-interest shares, termed “B” shares, entitled to a 40% tax rebate as outlined in Article 158-3 2 of the CGI, for the benefit of Financial yearA shares 2005 2006 2007 0 €752,587* 0 individuals, sole traders and intuitu personae partnerships [sociétés de personnes] only. This interest will be paid on 25 June 2009. Holders of these shares will have the option of receiving payment of the interest in B shares or in cash. FIFTH RESOLUTION In accordance with Article 10b of the Articles of Association and in response to the proposal from the Board of Directors, the General Meeting sets at 3,6% of their nominal value for the financial year 2008 the remuneration for cooperative preference shares. This sum will be paid on 25 June 2009. SIXTH RESOLUTION Noting that the results for the financial year reflected net income of €18,758,919.63, and that the balance sheet shows a figure carried forward to retained earnings of €15,171,283.25, the General Meetings resolves that, in accordance with Article 42 of the Articles of Association, the distributable profit of €33,930,202.88 will be appropriated as follows: - Legal reserve, 15% of the net income (€18, 758, 919.63) ........................................................................................................ €2,813,838.00 - Carried forward to retained earnings: .................€14,061,740.33 - Remuneration of C shares at the rate of 3.6% pro rata temporis:................................................................................ €4,570,692.00 - Remuneration of B shares at the rate of 3,6% pro rata temporis:................................................................................. €8,179,157.00 - Remuneration of cooperative preference shares (CCI) at a rate of 3.6% of their nominal value: ........... €3,554,775.55 - Payment of a cooperative rebate to members, in proportion to the value of transactions carried out by each of them withCrédit Coopératif:................. €750,000.00 Pursuant to Article 243 of the CGI, it is stated that the amount of interest and rebates distributed over the last three financial years is as follows: B sharesC sharesCCI €4,056,873* €5,713,631* €6,943,662* * Interest eligible for a 40% rebate for the benefit of individuals. €319,366* €2,971,301* €3,545,040* \ \ €2,962,313 Rebate €450,000 €750,000 €2,500,000 Annual Report 2008 SEVENTH RESOLUTION The General Meeting, having heard read out the Statutory Auditors’ special report on agreements falling within Articles L. 225-38 and following of the Commercial Code, approves the operations set out therein. General mutual society of the French national education system), represented by Mr Jacques HORNEZ, for a term of six years. This term will expire at the close of the Ordinary General Meeting in 2015 convened to vote upon the financial statements of the company’s 2014 financial year. EIGHTH RESOLUTION The General Meeting duly notes that the share capital amounted to €493,718,765.25 at 31 December 2008. THIRTEENTH RESOLUTION The General Meeting resolves, in accordance with Article 24 of the Articles of Association, to set the sum of €200,000 as the overall annual amount of fees paid to directors and external supervisors. This resolution, applicable to the current financial year, shall be maintained until resolved otherwise.. NINTH RESOLUTION The General Meeting resolves, in accordance with Article 14 of the Articles of Association, to renew the term of office of the Director Mr. Jean-Louis BANCEL for six years, which will expire at the close of the Ordinary General Meeting in 2015 convened to vote upon the financial statements of the company’s 2014 financial year. TENTH RESOLUTION The General Meeting resolves, in accordance with Article 14 of the Articles of Association, to renew the appointment of Director of the Fédération Nationale des Sociétés Coopératives d’HLM (FNSC D’HLM - national federation of cooperatives dealing with social housing) for a term of six years to expire at the close of the Ordinary General Meeting in 2015 convened to vote upon the financial statements of the company’s 2014 financial year. ELEVENTH RESOLUTION The General Meeting resolves, in accordance with Article 14 of the Articles of Association, to renew the appointment of Director of the Fédération Nationale des Mutuelles Interprofessionnelles (FNMI - national federation of interprofessional mutual societies) for a term of six years to expire at the close of the Ordinary General Meeting in 2015 convened to vote upon the financial statements of the company’s 2014 financial year. EXTRAORDINARY RESOLUTIONSFOURTEENTH RESOLUTION The General Meeting resolves, as a derogation to the provisions set out in the first paragraph and the second from last paragraph of clause 16 of the articles of association, that the term of office of the incumbent Chairman at the date of the general meeting called to approve the accounts for the 2008 financial year will expire, if the Board of Directors so proposes, at the end of the general meeting to be called in the second half of 2009. If no such meeting is held, the said term of office will expire on 31 December 2009. FIFTEENTH RESOLUTION The General Meeting confers the fullest powers upon the bearer of an copy or extract of the minutes of this meeting for the fulfilment of all formalities of filing and declaration prescribed by law. TWELFTH RESOLUTION The General Meeting resolves, in accordance with Article 14 of the Articles of Association, to appoint as a Director the Mutuelle Générale de l’Education Nationale (MGEN- 191 Certification by the persons responsible for the annual financial report We declare, to the best of our knowledge, that the financial statements are drawn up in accordance with the applicable accounting standards and provide a true and fair view of the net assets, financial position and net income of the company and all of the companies included in the scope of consolidation, and that the management report presents a true and fair picture of changes in business, the results and the financial position of the company and all of the companies included in the scope of consolidation as well as a description of the principal risks and uncertainties they are facing. Jean-Claude DETILLEUX Chairman Philippe JEWTOUKOFF General Manager Annual Report 2008 Dunkerque Lille Amiens Le Havre Rouen Reims Caen Metz Nancy Quimper Lorient Rennes Le Mans Angers Nantes Strasbourg Orléans Tours Dijon Besançon Niort Poitiers La Rochelle Annecy Limoges Lyon Clermont-Ferrand Grenoble Brive-la-Gaillarde Le Puy Bordeaux Saint-Étienne Valence Sarlat-la-Canéda Agen Dax Toulouse Bayonne Pau Carcassonne Nîmes Montpellier Avignon Nice Aix-en-Provence Marseille Toulon PARIS ÎLE-DE-FRANCE Crédit Coopératif Général Délégations l Crédit Coopératif branche s BTP Banque branche Cergy Pontoise Nanterre Versailles Paris Saint-Denis Bobigny Créteil Massy Melun Évry 193 Annual Report 2008 Crédit Coopératif Group branch offices Alsace 1, quai Kléber 67080 STRASBOURG cedex 4, rue des Tanneurs BP 917 37009 TOURS cedex Aquitaine 24, rue Ronsard BP 707 64007 PAU cedex Champagne-Ardennes 20 bis, bd de la Paix BP1364 51063 REIMS cedex 36, allées Marines BP 305 64103 BAYONNE cedex Franche-Comté 22, avenue Fontaine-Argent 25043 BESANCON cedex 28, cours du Maréchal Joffre BP 143 40103 DAX cedex Haute-Normandie 22, rue Alsace-Lorraine BP 1114 76175 ROUEN cedex MERIADECK rue Marguerite Crauste, immeuble le Prisme 33074 BORDEAUX cedex QUINCONCES 3, place des Quinconces CS 31040 33073 BORDEAUX cedex 58, rue de la République BP 86 24203 SARLAT LA CANEDA cedex 14, place Jean Baptiste Durand BP 269 47007 AGEN cedex Auvergne Centre Beaulieu III 33, boulevard Berthelot 63407 CHAMALIERES cedex 35, boulevard Saint Louis 43000 LE PUY EN VELAY Basse-Normandie 10, place du Maréchal Foch 14052 CAEN cedex 4 Bourgogne 1, avenue Kellermann BP 27 040 21070 DIJON cedex Bretagne 10, boulevard Svob BP 525 56105 LORIENT cedex 6, rue de Falkirk 29196 QUIMPER cedex 3, rue de l’Alma CS 86407 35064 RENNES cedex Centre 69, bd Alexandre Martin BP1601 45006 ORLEANS cedex Immeuble le Colbert 6 cours du Commandant Fratacci 76600 LE HAVRE Ile-de-France 2, place du vieux clocher 91300 MASSY 80, rue de Courcelles 75008 PARIS 60, boulevard de Strasbourg CS 60019 75479 PARIS CEDEX 10 11, rue de la brasserie Grüber 77000 MELUN 96, rue des Trois Fontanot 92002 NANTERRE cedex 99, rue de la Tombe Issoire 75014 PARIS 1, rue Carnot 93000 BOBIGNY 4, allée verte BP 41 93202 SAINT DENIS 5 & 7, rue du Maréchal Foch BP 432 78004 VERSAILLES cedex 252, boulevard Voltaire 75544 PARIS cedex 11 4, rue Auber 75009 PARIS 86, rue de Courcelles BP 269 75008 PARIS 2, Mail des cerclades 95031 CERGY PONTOISE cedex Parc Elysée Evry-Courcouronnes 17-19, rue Michel Ange BP 53 91002 EVRY cedex Picardie 5, place Léon Debouverie BP 90901 80009 AMIENS cedex 01 38-42, av Pierre Brossolette 94048 CRETEIL cedex Poitou-Charentes 7, place de la Comédie BP 28520 79025 NIORT cedex Languedoc-Roussillon 8, boulevard Victor Hugo BP 71188 34009 MONTPELLIER cedex 01 49, avenue Jean Jaurès CS 24004 30915 NIMES cedex 2 8, place Davilla BP 22 11020 CARCASSONNE cedex Limousin 7, cours Jourdan BP 64 87002 LIMOGES cedex 4, rue du Chaudron d’Or BP 312 86008 POITIERS cedex 27, quai Valin BP175 17006 LA ROCHELLE cedex Provence Alpes/ Côte-d’Azur/Corse 6, rue Adolphe Guiol BP 5007 83091TOULON cedex 45, cours Pierre Puget BP 208 13431 MARSEILLE cedex 06 square docteur François Chassagnac BP174 19105 BRIVE LA GAILLARDE cedex Immeuble Hemilythe 150, av Georges Pompidou BP 10325 13617 AIX EN PROVENCE cedex 1 Lorraine 35 bis, avenue Foch BP 90172 57005 METZ cedex 01 5, rue Cronstadt BP 1577 06010 NICE cedex 1 81, rue Saint Georges BP 10328 54006 NANCY CEDEX Midi-Pyrénées 6, rue Raymond IV BP 435 31009 TOULOUSE cedex 6 Nord Pas-de-Calais 2 bis, rue de Tenremonde BP 565 59023 LILLE cedex 2, avenue Kaarst 59777 EURALILLE Cedex 112, avenue du Prado BP 266 13269 MARSEILLE cedex 08 1, rue Saint Jean le Vieux BP 412 84071 AVIGNON cedex 4 RHÔNE-ALPES 3, boulevard des diables bleus BP 306 38010 GRENOBLE cedex 1 15, boulevard Bancel BP 135 26001 VALENCE cedex 103, av du Maréchal de Saxe 3 à 5, rue du Président Wilson 69423 LYON cedex 03 BP 1019 59375 DUNKERQUE cedex 12 bis, av de la Libération BP 535 Pays-de-la-loire 42007 SAINT ETIENNE cedex 1 21, boulevard Carnot BP 70127 3, Place Marie Curie 49101 ANGERS cedex 02 BP 411 74013 ANNECY cedex 25, avenue François Mitterand 72013 LE MANS cedex 2 1, place Louis Pradel BP 58 42, boulevard Guist’hau 69201 LYON cedex 01 BP 90215 44002 NANTES cedex 1 Société coopérative anonyme de Banque Populaire à capital variable R.C.S. Nanterre B 349 974 931 - APE 6419Z 33, rue des Trois Fontanot BP 211 – 92002 Nanterre cedex Tél. : 01 47 24 85 00 www.credit-cooperatif.coop Groupe Crédit Coopératif - Annual Report 2008 Réf. ARF 2009 - April 2009 - ByTheWayCreacom Crédit Coopératif, annual report 2008